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Item 7.01.
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Regulation FD Disclosure.
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On November 15, 2021, MDH Acquisition Corp.,
a Delaware corporation (“MDH”), Olive Ventures Holdings, Inc., a Delaware corporation (“PubCo”), and OP Group
Holdings, LLC, a Delaware limited liability company (“OP Group”) made available to investors a presentation regarding the
proposed business combination transaction contemplated by that certain Business Combination Agreement, by and among MDH, PubCo, OP Group,
Paylink Holdings Inc., a Delaware corporation, Normandy Holdco LLC, a Delaware limited liability company, Milestone Merger Sub Inc., a
Delaware corporation, MDH Merger Sub Inc., a Delaware corporation, and CF OMS LLC, a Delaware limited liability company. Furnished as
Exhibit 99.1 hereto and incorporated into this Item 7.01 by reference is the investor presentation that MDH, PubCo and OP Group prepared
for use in connection with various meetings and conferences with investors.
The foregoing (including
Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange
Act or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under
the Securities Act or the Exchange Act.
Important Information About the Proposed
Transaction and Where to Find It
In connection with the Business Combination, Olive
Ventures Holdings, Inc. (“PubCo”) filed a registration statement on Form S-4 (File No. 333-258688) (as amended, the “Form
S-4”) with the Securities and Exchange Commission (the “SEC”). The Form S-4 includes a proxy statement of MDH and a
prospectus of PubCo. Additionally, MDH and PubCo filed and will file other relevant materials with the SEC in connection with the business
combination. Security holders of MDH are urged to read the proxy statement/prospectus and the other relevant materials before making any
voting decision with respect to the proposed business combination because they contain important information about the business combination
and the parties to the business combination. Copies may be obtained free of charge at the SEC's website at www.sec.gov or by direction
a written request to MDH Acquisition Corp., 600 N. Carroll Ave., Suite 100, Southlake, TX 76092.
The information contained on, or that may be accessed
through, the websites referenced in the attached presentation is not incorporated by references into, and is not a part of, the presentation.
Participants in the Solicitation
MDH and its directors and executive officers may
be deemed participants in the solicitation of proxies from MDH’s stockholders with respect to the proposed Business Combination.
A list of the names of those directors and executive officers and a description of their interests in MDH is contained in MDH’s
final prospectus related to its initial public offering dated February 1, 2021, which was filed with the SEC and is available free of
charge at the SEC’s web site at www.sec.gov, or by directing a request to MDH Acquisition Corp., 600 N. Carroll Ave., Suite 100,
Southlake, TX 76092. Additional information regarding the interests of such participants is set forth in the proxy statement/prospectus
for the proposed Business Combination.
Olive Ventures Holdings, Inc. (“PubCo”)
and OP Group Holdings, LLC (“OP Group” and, together with OP Group’s subsidiaries and PubCo, the “Company”)
and the Company’s directors and executive officers may also be deemed to be participants in the solicitation of proxies from the
stockholders of MDH in connection with the proposed Business Combination. A list of the names of such directors and executive officers
and information regarding their interests in the proposed Business Combination is set forth in the proxy statement/prospectus for the
proposed Business Combination.
No Offer or Solicitation
This communication shall not constitute a solicitation
of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This communication shall
not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any
states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements
of section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
Certain statements in this communication may be
considered forward-looking statements. Forward-looking statements generally relate to future events of MDH Acquisition Corp. (“MDH”),
or the future financial or operating performance of Olive Ventures Holdings, Inc. (“PubCo”) and OP Group Holdings, LLC (“OP
Group” and, together with OP Group’s subsidiaries and PubCo, the “Company”). For example, projections of future
Adjusted EBITDA and other metrics are forward-looking statements. In some cases, you can identify forward-looking statements by terminology
such as “may”, “should”, “expect”, “intend”, “will”, “estimate”,
“anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives
of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and
other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon
estimates and assumptions that, while considered reasonable by MDH and its management, and the Company and its management, as the case
may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are
not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations
and any subsequent definitive agreements with respect to the Business Combination; (2) the outcome of any legal proceedings that
may be instituted against MDH, the combined company or others following the announcement of the Business Combination and any definitive
agreements with respect thereto; (3) the inability to complete the Business Combination due to the failure to obtain approval of
the stockholders of MDH, to obtain financing to complete the Business Combination or to satisfy other conditions to closing; (4) changes
to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations
or as a condition to obtaining regulatory approval of the Business Combination; (5) the ability to meet stock exchange listing standards
following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations
of the Company as a result of the announcement and consummation of the Business Combination; (7) the ability of the Company to recognize
the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined
company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees;
(8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that
the Company or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the Company’s
estimates of expenses and profitability; and (12) other risks and uncertainties set forth in the section entitled “Risk Factors”
and “Cautionary Note Regarding Forward-Looking Statements” in MDH’s periodic filings with the SEC, including MDH’s
final prospectus relating to its initial public offering dated February 1, 2021 and in the Form S-4 (as defined below) filed by PubCo.
Nothing in this communication should be regarded
as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which
speak only as of the date they are made. Neither MDH nor the Company undertakes any duty to update these forward-looking statements.
Use of Projections
This communication contains financial forecasts
with respect to the Company’s projected financial results, including Revenue and Adjusted EBITDA, for the Company's fiscal years
2021 through 2024. The Company's independent auditors have not audited, reviewed, compiled or performed any procedures with respect to
the projections for the purpose of their inclusion in this communication, and accordingly, they did not express an opinion or provide
any other form of assurance with respect thereto for the purpose of this communication. These projections should not be relied upon as
being necessarily indicative of future results. The assumptions and estimates underlying the prospective financial information are inherently
uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause
actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance
that the prospective results are indicative of the future performance of the Company or that actual results will not differ materially
from those presented in the prospective financial information. Inclusion of the prospective financial information in this communication
should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved.
All projections and estimates included in this communication are approximations. This includes annualized information where the results
from a month are converted to a full year even though such monthly results may not be indicative of the results the Company would achieve
for a full year.
Financial Information; Non-GAAP Financial
Measures
Certain of the financial information and data
contained in this communication is unaudited and does not conform to Regulation S-X. In addition, this communication includes certain
financial measures not presented in accordance with generally accepted accounting principles (“GAAP”) including, but not limited
to, Net Premium, EBITDA, Adjusted EBITDA, Adjusted Gross Profit and certain ratios and other metrics derived therefrom. These non-GAAP
financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding
and assessing the Company’s financial results. Therefore, these measures should not be considered in isolation or as an alternative
to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware
that the Company’s presentation of these measures may not be comparable to similarly-titled measures used by other companies.
The Company believes these non-GAAP measures of
financial results provide useful information to management and investors regarding certain financial and business trends relating to the
Company’s financial condition and results of operations. The Company believes that the use of these non-GAAP financial measures
provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing the Company’s
financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. These non-GAAP
financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and
income are excluded or included in determining these non-GAAP financial measures. Please refer to footnotes where presented on each page
of the investor presentation or to page 30 of the investor presentation for a reconciliation of these measures to what the Company believes
are the most directly comparable measure evaluated in accordance with GAAP.
This communication also includes certain projections
of non-GAAP financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the
information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible,
the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial
measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation
of the forward-looking non-GAAP financial measures is included.
Industry and Market Data
In this communication, MDH and the Company rely
on and refer to certain information and statistics obtained from third-party sources which they believe to be reliable. Neither MDH nor
the Company has independently verified the accuracy or completeness of any such third-party information.