MDH / MDH Acquisition Corp - Class A - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

MDH / MDH Acquisition Corp. / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm233066-32sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* MDH ACQUISITION CORP. (Name of Issuer) Class A common stock, $0.0001 par value per share (the “Sh

MDH / MDH Acquisition Corp. / ARISTEIA CAPITAL LLC Passive Investment

SC 13G/A 1 sc13gamdhacquisition.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) MDH Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 55283P106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement)

MDH / MDH Acquisition Corp. / MILLENNIUM MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) MDH ACQUISITION CORP. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 55283P106 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12G 1 tm233720d11512g.htm 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-252107 MDH ACQUISITION CORP. (Exact

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 17, 2023, pursuant to the provisions of Rule 12d2-2 (a).

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 29, 2022 MDH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39967 85-1936285 (State or other jurisdiction of incorporation) (Commission

MDH Acquisition Corp. Announces Key Dates in Connection with December 29, 2022 Termination Date and Liquidation

Exhibit 99.1 December 29, 2022 MDH Acquisition Corp. Announces Key Dates in Connection with December 29, 2022 Termination Date and Liquidation December 29, 2022 ? On December 29, 2022, MDH Acquisition Corp. (?we?, ?us?, ?our?, or the ?Company?) (NYSE: MDH) announced that in accordance with the announced December 29, 2022 termination date set by its Board of Directors pursuant to a second amendment

Amendment to the Investment Management Trust Agreement, dated February 1, 2021, by and between MDH Acquisition Corp. and Continental Stock Transfer & Trust Company

Exhibit 10.1 ? AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT ? THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this ?Amendment Agreement?), dated as of December?29, 2022, is made by and between MDH Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer?& Trust Company, a New York corporation (the ?Trustee?), and amends that certain Investment Manage

MDH Acquisition Corp. Announces Key Dates in Connection with December 29, 2022 Termination Date and Liquidation

Exhibit 99.1 December 29, 2022 MDH Acquisition Corp. Announces Key Dates in Connection with December 29, 2022 Termination Date and Liquidation December 29, 2022 ? On December 29, 2022, MDH Acquisition Corp. (?we?, ?us?, ?our?, or the ?Company?) (NYSE: MDH) announced that in accordance with the announced December 29, 2022 termination date set by its Board of Directors pursuant to a second amendment

Second Amendment to Second Amended and Restated Certificate of Incorporation of the Company

Exhibit 3.1 ? CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MDH ACQUISITION CORP. ? MDH Acquisition Corp. (the ?Corporation?), a corporation organized and existing under the virtue of the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify: ? 1.?????The name of the Corporation is MDH Acquisition Corp. ? 2.?????The Corpora

Amendment to the Investment Management Trust Agreement, dated February 1, 2021, by and between MDH Acquisition Corp. and Continental Stock Transfer & Trust Company

EX-10.1 3 tm2233610d2ex10-1.htm EXHIBIT 10.1 Exhibit 10.1   AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT   THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 29, 2022, is made by and between MDH Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee

Second Amendment to Second Amended and Restated Certificate of Incorporation of the Company

EX-3.1 2 tm2233610d2ex3-1.htm EXHIBIT 3.1 Exhibit 3.1   CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MDH ACQUISITION CORP.   MDH Acquisition Corp. (the “Corporation”), a corporation organized and existing under the virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:   1.     The name of the Corporation is

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 29, 2022 MDH ACQUISITION

425 1 tm2233610d2425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 29, 2022 MDH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39967 85-1936285 (State or other jurisdiction

MDH Acquisition Corp. Clarifies Process For Exercising Redemption Rights Prior to Its Special Meeting

Exhibit 99.1 MDH Acquisition Corp. Clarifies Process For Exercising Redemption Rights Prior to Its Special Meeting New York, NY, December 23, 2022 ? MDH Acquisition Corp. (?we?, ?us?, ?our?, or the ?Company?) today clarified the process by which stockholders (?Public Stockholders?) may exercise their redemption rights with respect to their shares of Class A common stock (?Public Shares?) prior to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 23, 2022 MDH ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 23, 2022 MDH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39967 85-1936285 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 23, 2022 MDH ACQUISITION

425 1 tm2233428d4425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 23, 2022 MDH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39967 85-1936285 (State or other jurisdiction

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 23, 2022 MDH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39967 85-1936285 (State or other jurisdiction of incorporation) (Commission

MDH Acquisition Corp. Seeks to Redeem Public Shares

Exhibit 99.1 MDH Acquisition Corp. Seeks to Redeem Public Shares December 19, 2022 New York - (Business Wire) ? MDH Acquisition Corp. (NYSE: MDH) (the ?Company?), a special purpose acquisition company, filed a definitive proxy statement relating to a special meeting of stockholders to approve (i) an amendment to the Company?s second amended and restated certificate of incorporation (the ?Charter A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 tm2232069-3def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (

Press Release, dated December 19, 2022

Exhibit 99.1 MDH Acquisition Corp. Seeks to Redeem Public Shares December 19, 2022 New York - (Business Wire) ? MDH Acquisition Corp. (NYSE: MDH) (the ?Company?), a special purpose acquisition company, filed a definitive proxy statement relating to a special meeting of stockholders to approve (i) an amendment to the Company?s second amended and restated certificate of incorporation (the ?Charter A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2022 MDH ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2022 MDH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39967 85-1936285 (State or other jurisdiction of incorporation) (Commission

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2022 MDH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39967 85-1936285 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2022 (November 14, 2022) MDH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39967 85-1936285 (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUA

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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2022 MDH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39967 85-1936285 (State or other jurisdiction of incorporation) (Commission

401 9th Street, NW Washington, D.C. 20004-2128 +1.202.508.8000

401 9th Street, NW Washington, D.C. 20004-2128 +1.202.508.8000 September 9, 2022 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: William Demarest and Kristi Marrone, Division of Corporation Finance, Office of Real Estate & Construction Re: MDH Acquisition Corp. Form 10-K for the Fiscal Year Ended Decemb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT T

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

MDH / MDH Acquisition Corp. / MILLENNIUM MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 MDH ACQUISITION CORP. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 55283P106 (CUSIP Number) APRIL 5, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant t

MDH Acquisition Corp. and Olive Ventures Holdings, Inc. Mutually Agree to Terminate Business Combination Agreement

Exhibit 99.1 MDH Acquisition Corp. and Olive Ventures Holdings, Inc. Mutually Agree to Terminate Business Combination Agreement NEW YORK ? April 4, 2022 - MDH Acquisition Corp. (NYSE: MDH, MDH.WS, MDH.U), a special purchase acquisition company with a focus on growth industries complementing the management team?s background, and Olive Ventures Holdings, Inc. (?olive.com?), the leader in payment ser

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

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Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 1, 2022 MDH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39967 85-1936285 (State or other jurisdiction of incorporation) (Commission Fil

Termination of Business Combination Agreement, dated as of April 1, 2022, by and among MDH Acquisition Corp. and OP Group Holdings, LLC.

Exhibit 10.1 Execution Version TERMINATION OF BUSINESS COMBINATION AGREEMENT This TERMINATION OF BUSINESS COMBINATION AGREEMENT, dated as of April 1, 2022 (this ?Agreement?), is entered into by and between OP Group Holdings, LLC, a Delaware limited liability company (the ?Company?), and MDH Acquisition Corp., a Delaware corporation (?MDH? and together with the Company, the ?Parties?). WHEREAS, the

SEC FILE NUMBER

SEC FILE NUMBER 001-39967 CUSIP NUMBER 55283P106 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

MDH / MDH Acquisition Corp. / ARISTEIA CAPITAL LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) MDH Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 55283P106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

MDH / MDH Acquisition Corp. / CITADEL ADVISORS LLC - MDH ACQUISITION CORP. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* MDH Acquisition Corp (Name of Issuer) Class A common stock, $0.0001 par value per share (the ?Shares?) (Title of Class of Securities) 55283

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 30, 2021 MDH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39967 85-1936285 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 30, 2021 MDH ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 30, 2021 MDH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39967 85-1936285 (State or other jurisdiction of incorporation) (Commission

AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT

425 1 tm2136650d1425.htm 425 Filed by Olive Ventures Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MDH Acquisition Corp. Commission File No.: 001-39967 Date: December 30, 2021 Execution Version AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 1 TO BUSINESS

Amendment No. 1 to the Business Combination Agreement, dated as of December 30, 2021, by and among MDH Acquisition Corp., Paylink Holdings Inc., Normandy Holdco LLC, Olive Ventures Holdings, Inc., Milestone Merger Sub Inc., MDH Merger Sub Inc., CF OMS LLC, and OP Group Holdings, LLC.

Exhibit 2.1 Execution Version AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT (this ?Amendment?) is dated as of December 30, 2021, by and among (i) MDH Acquisition Corp., a Delaware corporation (?MDH?), (ii) Paylink Holdings Inc., a Delaware corporation (?Blocker?), (iii) Normandy Holdco LLC, a Delaware limited liability company (?Blocker Ow

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 3, 2021 MDH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39967 85-1936285 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 3, 2021 MDH ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 3, 2021 MDH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39967 85-1936285 (State or other jurisdiction of incorporation) (Commission

MDH Acquisition Corp. and Olive Ventures Holdings, Inc. Announce the Filing of Amendment No. 2 to the Registration Statement on Form S-4 by Olive Ventures Holdings, Inc., with Q3 Results for olive.com Newly Released olive.com Q3 Results Show Continue

Filed by Olive Ventures Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MDH Acquisition Corp. Commission File No.: 001-39967 Date: December 3, 2021 MDH Acquisition Corp. and Olive Ventures Holdings, Inc. Announce the Filing of Amendment No. 2 to the Registration Statement on For

MDH Acquisition Corp. and Olive Ventures Holdings, Inc. Announce the Filing of Amendment No. 2 to the Registration Statement on Form S-4 by Olive Ventures Holdings, Inc., with Q3 Results for olive.com Newly Released olive.com Q3 Results Show Continue

Exhibit 99.1 MDH Acquisition Corp. and Olive Ventures Holdings, Inc. Announce the Filing of Amendment No. 2 to the Registration Statement on Form S-4 by Olive Ventures Holdings, Inc., with Q3 Results for olive.com Newly Released olive.com Q3 Results Show Continued Strong Financial Growth and Execution December 3, 2021 (New York, NY): MDH Acquisition Corp. (NYSE: MDH, MDH.WS, MDH.U) today announced

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2021 MDH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39967 85-1936285 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUA

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November 2021 This investor presentation (this “Presentation”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Business Combination”) between MDH A

Exhibit 99.1 November 2021 This investor presentation (this ?Presentation?) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the ?Business Combination?) between MDH Acquisition Corp. (?MDH?), Olive Ventures Holdings, Inc. (?PubCo?) and OP Group Holdings, LLC (?OP Group? and, together with OP Group?s su

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ??Form 10-D ??Form N-CEN ? Form N-CSR For Period Ended: September 30, 2021 ??Transition Report on Form 10-K ??Transition Report on Form 20-F ??Transition Report on Form 11-K ??Transition Report on Form 10-Q For the Transition P

Filed by Olive Ventures Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MDH Acquisition Corp. Commission File No.: 001-39967 Date

425 1 tm2132925d1425.htm 425 Filed by Olive Ventures Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MDH Acquisition Corp. Commission File No.: 001-39967 Date: November 15, 2021 November 2021 This investor presentation (this “Presentation”) is for informational purposes only to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2021 MDH ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2021 MDH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39967 85-1936285 (State or other jurisdiction (Commission (IRS Employer of

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2021 MDH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39967 85-1936285 (State or other jurisdiction (Commission (IRS Employer of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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AMENDED AND RESTATED OLIVE VENTURES HOLDINGS, inc. Article I STOCKHOLDERS

Exhibit 99.9 Final Form AMENDED AND RESTATED BYLAWS OF OLIVE VENTURES HOLDINGS, inc. Article I STOCKHOLDERS Section 1. Annual Meetings. The annual meeting of the stockholders of Olive Ventures Holdings, Inc. (the ?Corporation?) for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting shall be held on such date, and at such t

FORM OF LOCK-UP AGREEMENT

Exhibit 99.6 FORM OF LOCK-UP AGREEMENT Final Form This Lock-Up Agreement (this ?Agreement?) is dated as of [?], 2021 (the ?Effective Date?) by and between Olive Ventures Holding, Inc., a Delaware corporation (including any of its successors or assigns, ?PubCo?) and (the ?Holder?). Each of PubCo and Holder, a ?Party? and collectively as the ?Parties?. Capitalized terms used but not defined in this

FORM OF LOCK-UP AGREEMENT

Exhibit 99.6 FORM OF LOCK-UP AGREEMENT Final Form This Lock-Up Agreement (this ?Agreement?) is dated as of [?], 2021 (the ?Effective Date?) by and between Olive Ventures Holding, Inc., a Delaware corporation (including any of its successors or assigns, ?PubCo?) and (the ?Holder?). Each of PubCo and Holder, a ?Party? and collectively as the ?Parties?. Capitalized terms used but not defined in this

SUBSCRIPTION AGREEMENT

Exhibit 99.4 Execution Version SUBSCRIPTION AGREEMENT Olive Ventures Holdings, Inc. 222 S. Riverside Plaza Suite 950 Chicago, Illinois 60606 Ladies and Gentlemen: This Subscription Agreement (this ?Subscription Agreement?) is being entered into as of July 21, 2021 (the ?Signing Date?), by and between Olive Ventures Holdings, Inc., a Delaware corporation (?PubCo?), the undersigned subscriber (the ?

INVESTOR RIGHTS AGREEMENT

Exhibit 99.7 INVESTOR RIGHTS AGREEMENT Final Form THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time, this ?Agreement?), dated as of [?], 2021 (the ?Effective Date?), is made by and among: (i) Olive Ventures Holdings, Inc., a Delaware corporation (?PubCo?); (ii) Normandy Holdco LLC, a Delaware limited liability company (?Blocker Owner?); (iii) CF OMS L

REGISTRATION RIGHTS AGREEMENT

Exhibit 99.5 Final Form REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, (the ?Closing Date)? is made and entered into by and among Olive Ventures Holdings, Inc., a Delaware corporation (including its successors, ?PubCo?), Normandy Holdco LLC, a Delaware limited liability company (?Blocker Owner?), CF OMS LLC, a Delaware limited liability

Investor Presentation, July 2021.

Exhibit 99.1 July 2021 Disclaimer This investor presentation (this ?Presentation?) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the ?Business Combination?) between MDH Acquisition Corp. (?MDH?) and OP Group Holdings, LLC (together with its subsidiaries, the ?Company?). The information contained her

Form of Tax Receivable Agreement, by and among CF OMS LLC, Olive Ventures Holdings, Inc., OP Group Holdings, LLC and MDH Acquisition Corp.

Exhibit 10.1 EXHIBIT B FORM OF TAX RECEIVABLE AGREEMENT (see attached) Exhibit B to Business Combination Agreement Final Form TAX RECEIVABLE AGREEMENT by and among CF OMS LLC NORMANDY HOLDCO LLC MDH ACQUISITION CORP. OP GROUP HOLDINGS, LLC and OLIVE VENTURES HOLDINGS, INC. DATED AS OF [], 2021 TAX RECEIVABLE AGREEMENT This TAX RECEIVABLE AGREEMENT (this ?Agreement?), dated as of [], 2021 (the ?Eff

INVESTOR RIGHTS AGREEMENT

Exhibit 99.7 INVESTOR RIGHTS AGREEMENT Final Form THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time, this ?Agreement?), dated as of [?], 2021 (the ?Effective Date?), is made by and among: (i) Olive Ventures Holdings, Inc., a Delaware corporation (?PubCo?); (ii) Normandy Holdco LLC, a Delaware limited liability company (?Blocker Owner?); (iii) CF OMS L

Transcribed By:

Exhibit 99.2 Olive.com Investor Overview Transcript Transcribed By: FINSIGHT 589 8th Avenue New York, NY 10018 DISCLAIMER: FINSIGHT makes every effort to ensure an accurate transcription. Enclosed is the output of transcribing from an audio recording. Although the transcription is largely accurate, in some cases, it may be incomplete or inaccurate due to inaudible passages or transcription errors.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OLIVE VENTURES HOLDINGS, INC. Article I NAME

Exhibit 99.8 Final Form AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OLIVE VENTURES HOLDINGS, INC. Article I NAME Section 1.1 Name. The name of the corporation is Olive Ventures Holdings, Inc. (the ?Corporation?). Article II ReGISTERED AGENT AND OFFICE Section 2.1 Address. The registered office of the Corporation in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange St

Olive.com, the Unrivaled Leader in Payment Services and Online Vehicle Protection Plans, to Go Public in Business Combination with MDH Acquisition Corp. Strong and profitable company takes logical next step to accelerate growth into $260 billion mark

Exhibit 99.3 Olive.com, the Unrivaled Leader in Payment Services and Online Vehicle Protection Plans, to Go Public in Business Combination with MDH Acquisition Corp. Strong and profitable company takes logical next step to accelerate growth into $260 billion market ? Unrivaled Market Leader. PayLink Direct, an industry leading payment services provider that currently has the largest market share,

Transcribed By:

Exhibit 99.2 Olive.com Investor Overview Transcript Transcribed By: FINSIGHT 589 8th Avenue New York, NY 10018 DISCLAIMER: FINSIGHT makes every effort to ensure an accurate transcription. Enclosed is the output of transcribing from an audio recording. Although the transcription is largely accurate, in some cases, it may be incomplete or inaccurate due to inaudible passages or transcription errors.

Business Combination Agreement, dated as of July 21, 2021, by and among MDH Acquisition Corp., Paylink Holdings Inc., Normandy Holdco LLC, Olive Ventures Holdings, Inc., Milestone Merger Sub Inc., MDH Merger Sub Inc., CF OMS LLC and OP Group Holdings, LLC.

Exhibit 2.1 Execution Version Business Combination AGREEMENT by and among MDH Acquisition corp. PAylink holdings inc. Normandy holdco llc OLIVE VENTURES HOLDINGS, INC. MILESTONE Merger sub inc. mdh merger sub inc. CF OMS LLC AND OP GROUP HOLDINGS, LLC Dated as of july 21, 2021 TABLE OF CONTENTS Page Article I Certain Definitions 3 Section 1.1 Certain Definitions 3 Section 1.2 Terms Defined Elsewhe

AMENDED AND RESTATED OLIVE VENTURES HOLDINGS, inc. Article I STOCKHOLDERS

Exhibit 99.9 Final Form AMENDED AND RESTATED BYLAWS OF OLIVE VENTURES HOLDINGS, inc. Article I STOCKHOLDERS Section 1. Annual Meetings. The annual meeting of the stockholders of Olive Ventures Holdings, Inc. (the ?Corporation?) for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting shall be held on such date, and at such t

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OLIVE VENTURES HOLDINGS, INC. Article I NAME

Exhibit 99.8 Final Form AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OLIVE VENTURES HOLDINGS, INC. Article I NAME Section 1.1 Name. The name of the corporation is Olive Ventures Holdings, Inc. (the ?Corporation?). Article II ReGISTERED AGENT AND OFFICE Section 2.1 Address. The registered office of the Corporation in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange St

REGISTRATION RIGHTS AGREEMENT

Exhibit 99.5 Final Form REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, (the ?Closing Date)? is made and entered into by and among Olive Ventures Holdings, Inc., a Delaware corporation (including its successors, ?PubCo?), Normandy Holdco LLC, a Delaware limited liability company (?Blocker Owner?), CF OMS LLC, a Delaware limited liability

Business Combination Agreement, dated as of July 21, 2021, by and among MDH Acquisition Corp., Paylink Holdings Inc., Normandy Holdco LLC, Olive Ventures Holdings, Inc., Milestone Merger Sub Inc., MDH Merger Sub Inc., CF OMS LLC and OP Group Holdings, LLC.

Exhibit 2.1 Execution Version Business Combination AGREEMENT by and among MDH Acquisition corp. PAylink holdings inc. Normandy holdco llc OLIVE VENTURES HOLDINGS, INC. MILESTONE Merger sub inc. mdh merger sub inc. CF OMS LLC AND OP GROUP HOLDINGS, LLC Dated as of july 21, 2021 TABLE OF CONTENTS Page Article I Certain Definitions 3 Section 1.1 Certain Definitions 3 Section 1.2 Terms Defined Elsewhe

Form of Tax Receivable Agreement, by and among CF OMS LLC, Olive Ventures Holdings, Inc., OP Group Holdings, LLC and MDH Acquisition Corp.

Exhibit 10.1 EXHIBIT B FORM OF TAX RECEIVABLE AGREEMENT (see attached) Exhibit B to Business Combination Agreement Final Form TAX RECEIVABLE AGREEMENT by and among CF OMS LLC NORMANDY HOLDCO LLC MDH ACQUISITION CORP. OP GROUP HOLDINGS, LLC and OLIVE VENTURES HOLDINGS, INC. DATED AS OF [], 2021 TAX RECEIVABLE AGREEMENT This TAX RECEIVABLE AGREEMENT (this ?Agreement?), dated as of [], 2021 (the ?Eff

Olive.com, the Unrivaled Leader in Payment Services and Online Vehicle Protection Plans, to Go Public in Business Combination with MDH Acquisition Corp. Strong and profitable company takes logical next step to accelerate growth into $260 billion mark

Exhibit 99.3 Olive.com, the Unrivaled Leader in Payment Services and Online Vehicle Protection Plans, to Go Public in Business Combination with MDH Acquisition Corp. Strong and profitable company takes logical next step to accelerate growth into $260 billion market ? Unrivaled Market Leader. PayLink Direct, an industry leading payment services provider that currently has the largest market share,

Transaction Support Agreement, dated as of July 21, 2021, by and among OP Group Holdings, LLC, MDH Acquisition Corp., Olive Ventures Holdings, Inc. and MDIH Sponsor, LLC.

Exhibit 10.2 Execution Version TRANSACTION SUPPORT AGREEMENT THIS TRANSACTION SUPPORT AGREEMENT (this ?Agreement?) is entered into as of July 21, 2021 (the ?Effective Date?), by and among OP Group Holdings, LLC, a Delaware limited liability company (the ?Company?), MDH Acquisition Corp., a Delaware corporation (?MDH?), Olive Ventures Holdings, Inc., a Delaware corporation and wholly-owned subsidia

Sponsor Letter Agreement, dated as of July 21, 2021, by and among MDIH Sponsor, LLC, Olive Ventures Holdings, Inc., OP Group Holdings, LLC and MDH Acquisition Corp.

Exhibit 10.3 Execution Version MDIH Sponsor LLC 600 N. Carroll Ave., Suite 100 Southlake, TX 76092 July 21, 2021 Olive Ventures Holdings, Inc. 222 S. Riverside Plaza, Suite 950 Chicago, Illinois 60606 Attention: Chief Executive Officer MDH Acquisition Corp. 600 N. Carroll Ave., Suite 100 Southlake, TX 76092 Attention: Chief Executive Officer OP Group Holdings, LLC 222 S. Riverside Plaza, Suite 950

SUBSCRIPTION AGREEMENT

Exhibit 99.4 Execution Version SUBSCRIPTION AGREEMENT Olive Ventures Holdings, Inc. 222 S. Riverside Plaza Suite 950 Chicago, Illinois 60606 Ladies and Gentlemen: This Subscription Agreement (this ?Subscription Agreement?) is being entered into as of July 21, 2021 (the ?Signing Date?), by and between Olive Ventures Holdings, Inc., a Delaware corporation (?PubCo?), the undersigned subscriber (the ?

Investor Presentation, July 2021.

Exhibit 99.1 July 2021 Disclaimer This investor presentation (this ?Presentation?) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the ?Business Combination?) between MDH Acquisition Corp. (?MDH?) and OP Group Holdings, LLC (together with its subsidiaries, the ?Company?). The information contained her

Sponsor Letter Agreement, dated as of July 21, 2021, by and among MDIH Sponsor, LLC, Olive Ventures Holdings, Inc., OP Group Holdings, LLC and MDH Acquisition Corp.

Exhibit 10.3 Execution Version MDIH Sponsor LLC 600 N. Carroll Ave., Suite 100 Southlake, TX 76092 July 21, 2021 Olive Ventures Holdings, Inc. 222 S. Riverside Plaza, Suite 950 Chicago, Illinois 60606 Attention: Chief Executive Officer MDH Acquisition Corp. 600 N. Carroll Ave., Suite 100 Southlake, TX 76092 Attention: Chief Executive Officer OP Group Holdings, LLC 222 S. Riverside Plaza, Suite 950

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21, 2021 MDH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39967 85-1936285 (State or other jurisdiction of incorporation) (Commission Fil

Transaction Support Agreement, dated as of July 21, 2021, by and among OP Group Holdings, LLC, MDH Acquisition Corp., Olive Ventures Holdings, Inc. and MDIH Sponsor, LLC.

Exhibit 10.2 Execution Version TRANSACTION SUPPORT AGREEMENT THIS TRANSACTION SUPPORT AGREEMENT (this ?Agreement?) is entered into as of July 21, 2021 (the ?Effective Date?), by and among OP Group Holdings, LLC, a Delaware limited liability company (the ?Company?), MDH Acquisition Corp., a Delaware corporation (?MDH?), Olive Ventures Holdings, Inc., a Delaware corporation and wholly-owned subsidia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21, 2021 MDH ACQUISITION COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21, 2021 MDH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39967 85-1936285 (State or other jurisdiction of incorporation) (Commission Fil

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 21, 2021 MDH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39967 85-2568803 (State or other jurisdiction (Commission (IRS Employer of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

MDH Acquisition Corp. Regulatory Filing Requirement

Exhibit 99.1 MDH Acquisition Corp. Regulatory Filing Requirement NEW YORK, May 28, 2021?MDH Acquisition Corp. (NYSE: MDH) (the ?Company?) announced today that it received a notice from the New York Stock Exchange (the ?NYSE?) indicating that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Quarterly Report on Form

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 28, 2021 (May 25, 2021) MDH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39967 85-1936285 (State or other jurisdiction of incorporation) (

SEC FILE NUMBER

SEC FILE NUMBER 001-39967 CUSIP NUMBER 55283P106 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-39967 MDH ACQUISITION CORP. (Exa

Description of Securities

Exhibit 4.5 DESCRIPTION OF SECURITIES The following description summarizes certain terms of the securities of MDH Acquisition Corp. (the ?Company?, ?our? or ?we?) as set out more particularly in our second Charter (?Charter?). Pursuant to our second Charter which was adopted prior to the consummation of the Public Offering, the Company is authorized to issue (i) 212,000,000 shares of common stock,

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 25, 2021 MDH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39967 85-1936285 (State or other jurisdiction of incorporation) (Commission Fi

MDH ACQUISITION CORP. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing on or about March 25, 2021

EX-99.1 2 tm2110680d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 MDH ACQUISITION CORP. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing on or about March 25, 2021 March 25, 2021 NEW YORK—(BUSINESS WIRE)— MDH Acquisition Corp. (the “Company”) announced today that holders of the units sold in the Company’s initial public offering of 27,600,000 at a price of $10.00 per uni

February 4, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) MDH Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 55283P205** (CUSIP Number) February 4, 2021 Date of Event Which Requires Filing of the Statement Check the appropriate box to designate the rule pursuant to which this Schedule i

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A common stock of MDH Acquisition Corp., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of

MDH ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 MDH ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Audited Financial Statements of MDH Acquisition Corp.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 4, 2021 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of MDH Acquisition Corp. Opinion on the

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2021 (February 4, 2021) MDH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39967 85-1936285 (State or other jurisdiction of incorpo

Warrant Agreement between MDH Acquisition Corp. and Continental Stock Transfer & Trust Company, dated as of February 1, 2020 (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-39967), filed with the SEC on February 9, 2021).

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 1, 2021, is by and between MDH Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged i

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 9, 2021 (February 1, 2021) MDH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39967 85-2568803 (State or other juri

Warrant Agreement, dated February 1, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

EX-4.1 4 tm215490d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 1, 2021, is by and between MDH Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer A

Investment Management Trust Agreement, dated February 1, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-39967), filed with the SEC on February 5, 2021).

EX-10.2 6 tm215490d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 1, 2021 by and between MDH Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration

Administrative Services Agreement, dated February 1, 2021, by and between the Company and MDIH Sponsor LLC (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-39967), filed with the SEC on February 5, 2021)

EX-10.5 9 tm215490d1ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 MDH ACQUISITION CORP. 600 N. Carroll Ave., Suite 100 Southlake, TX 76092 February 1, 2021 MDIH Sponsor LLC 600 N. Carroll Ave., Suite 100 Southlake, TX 76092 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between MDH Acquisition Corp. (the “Company”) and MDIH Sponsor LLC (the “Spon

MDH Acquisition Corp. Announces Closing of Upsized $276 Million Initial Public Offering Including Full Exercise of Over-Allotment Option

Exhibit 99.2 MDH Acquisition Corp. Announces Closing of Upsized $276 Million Initial Public Offering Including Full Exercise of Over-Allotment Option NEW YORK, February 4, 2021—(BUSINESS WIRE)—MDH Acquisition Corp. (the “Company”) today announced the closing of its upsized initial public offering of 27,600,000 units at a price of $10.00 per unit, including 3,600,000 units issued pursuant to the ex

Registration Rights Agreement, dated February 1, 2021, by and among the Company, the Holders named therein and MDIH Sponsor LLC (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-39967), filed with the SEC on February 5, 2021).

EX-10.3 7 tm215490d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 1, 2021, is made and entered into by and among MDH Acquisition Corp., a Delaware corporation (the “Company”), MDIH Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature pag

Letter Agreement, dated February 1, 2021, by and among the Company, its executive officers, its directors, and MDIH Sponsor LLC (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-39967), filed with the SEC on February 5, 2021).

Exhibit 10.1 February 1, 2021 MDH Acquisition Corp. 600 N. Carroll Ave., Suite 100 Southlake, TX 76092 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among MDH Acquisition Corp., a Delaware corporation (the “Company”), and Stifel, Nicol

MDH Acquisition Corp. Announces Pricing of Upsized $240 Million Initial Public Offering

EX-99.1 10 tm215490d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 MDH Acquisition Corp. Announces Pricing of Upsized $240 Million Initial Public Offering NEW YORK, February 1, 2021—(BUSINESS WIRE)—MDH Acquisition Corp. (the “Company”) today announced the pricing of its upsized initial public offering of 24,000,000 units at a price of $10.00 per unit. The units will be listed on the New York Stock Exchange

Underwriting Agreement, dated February 1, 2021, by and among the Company and Stifel, Nicolaus & Company, Incorporated (“Stifel”) and Oppenheimer & Co. Inc. (“Oppenheimer” and, together with Stifel, the “Representatives”), as representatives of the underwriters.

EX-1.1 2 tm215490d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 MDH ACQUISITION CORP. 24,000,000 Units Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant Underwriting Agreement February 1, 2021 Underwriting Agreement February 1, 2021 Stifel, Nicolaus & Company, Incorporated Oppenheimer & Co. Inc. as representatives of the Underwriters c/o Stifel, N

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 5, 2021 (February 1, 2021) MDH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39967 85-1936285 (State or other jurisdiction of incorpor

Second Amended and Restated Certificate of Incorporation (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-39967), filed with the SEC on February 5, 2021).

EX-3.1 3 tm215490d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Second Amended AND RESTATED CERTIFICATE OF INCORPORATION OF MDH ACQUISITION CORP. February 1, 2021 MDH Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “MDH Acquisition Corp.” The original certificate of incorpora

Private Placement Warrants Purchase Agreement, February 1, 2021, by and among the Company, MDIH Sponsor LLC (Incorporated by reference to the corresponding exhibit to the Company’s Current Report on Form 8-K (File No. 001-39967), filed with the SEC on February 5, 2021).

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 1, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among MDH Acquisition Corp., a Delaware corporation (the “Company”), and MDIH Sponsor LLC, a Delaware limited liability company (the

MDH Acquisition Corp. $240,000,000 24,000,000 Units

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(4)  Registration No. 333-252107 & 333-252639 PROSPECTUS MDH Acquisition Corp. $240,000,000 24,000,000 Units MDH Acquisition Corp. is a newly incorporated blank check company incorporated as a Delaware corporation and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar busin

- S-1MEF

As filed with the U.S. Securities and Exchange Commission on February 1, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MDH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 6199 (Primary

- 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 MDH Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State of incorporation or organization) 85-2568803 (I.R.S. Employer Identification No.) 600 N. Carroll Ave.,

- S-1

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 28, 2021. Registration No. 333-252107 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MDH Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of i

-

January 28, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Pam Howell Brigitte Lippmann Re: MDH Acquisition Corp. Registration Statement on Form S-1 Filed January 14, 2021, as amended File No. 333-252107 Dear Ms. Howell and Ms. Lippmann: Pursuant to Rule 461 of the General Rules and Regulations under the Sec

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CORRESP 1 filename1.htm MDH Acquisition Corp. 600 N. Carroll Ave., Suite 100 Southlake, TX 76092 January 28, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Pam Howell Brigitte Lippmann Re: MDH Acquisition Corp. Registration Statement on Form S-1 Filed January 14, 2021, as amended File No. 333-252107 Dear M

Form of Private Placement Warrants Purchase Agreement between the Registrant and MDIH Sponsor LLC.

EX-10.4 14 tm2029740d8ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among MDH Acquisition Corp., a Delaware corporation (the “Company”), and MDIH Sponsor

Form of Administrative Services Agreement between the Registrant and MDIH Sponsor LLC.

EX-10.7 17 tm2029740d8ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 MDH ACQUISITION CORP. 600 N. Carroll Ave., Suite 100 Southlake, TX 76092 January [●], 2021 MDIH Sponsor LLC 600 N. Carroll Ave., Suite 100 Southlake, TX 76092 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between MDH Acquisition Corp. (the “Company”) and MDIH Sponsor LLC (the “S

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-10.2 12 tm2029740d8ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between MDH Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration state

Specimen Unit Certificate.

EX-4.1 6 tm2029740d8ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP MDH ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one share of

Consent of Director Nominee (Chad Estis)

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by MDH Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of MDH Acquisition

Consent of Director Nominee (Yavor Efrenov)

EX-99.4 23 tm2029740d8ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by MDH Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee

Form of Letter Agreement among the Registrant, MDIH Sponsor LLC and each of the executive officers and directors of the Registrant.

EX-10.1 11 tm2029740d8ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 January [●], 2021 MDH Acquisition Corp. 600 N. Carroll Ave., Suite 100 Southlake, TX 76092 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among MDH Acquisition Corp., a Delaware

Form of Underwriting Agreement.

Exhibit 1.1 MDH ACQUISITION CORP. 20,000,000 Units Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant Underwriting Agreement [●], 2021 Underwriting Agreement [●], 2021 Stifel, Nicolaus & Company, Incorporated Oppenheimer & Co. Inc. as representatives of the Underwriters c/o Stifel, Nicolaus & Company, Incorporated 1 South Street, 15th Fl

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between MDH Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an in

Consent of Director Nominee (Tim Russi)

EX-99.7 26 tm2029740d8ex99-7.htm EXHIBIT 99.7 Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by MDH Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee

Specimen Warrant Certificate.

Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW MDH Acquisition corp. Incorporated Under the Laws of the State of Delaware CUSIP Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder o

Consent of Director Nominee (Darrin Williams)

EX-99.8 27 tm2029740d8ex99-8.htm EXHIBIT 99.8 Exhibit 99.8 Consent to be Named as a Director Nominee In connection with the filing by MDH Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee

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Christopher M. Zochowski Partner (202) 282-5780 [email protected] January 25, 2021 VIA EDGAR Pam Howell Brigitte Lippmann Office of Real Estate & Construction United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: MDH Acquisition Corp. Registration Statement on Form S-1 Filed January 14, 2021 File No. 333-252107 Dear Ms.

Form of Registration Rights Agreement among the Registrant, MDIH Sponsor LLC and the Holders signatory thereto.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among MDH Acquisition Corp., a Delaware corporation (the “Company”), MDIH Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together

Bylaws (Incorporated by reference to the corresponding exhibit to Amendment No. 2 to the Company’s Registration Statement on Form S-l (File No. 333-252107), filed with the SEC on January 29, 2021).

Exhibit 3.3 BYLAWS OF MDH ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in Delaware.

Form of Compensation Committee Charter.

EX-99.2 21 tm2029740d8ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 MDH ACQUISITION CORP. COMPENSATION COMMITTEE CHARTER Effective [], 2021 I. Purposes The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of MDH Acquisition Corp. (the “Company”) to: (A) assist the Board in overseeing the Company’s employee compensation policies and practices, including (i) deter

Power of Attorney (included on signature page hereto).

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 25, 2021. Registration No. 333-252107 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MDH Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of i

Consent of Director Nominee (Michael Maroone)

Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by MDH Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of MDH Acquisition

Specimen Class A Common Stock Certificate.

EX-4.2 7 tm2029740d8ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP MDH ACQUISITION CORP. CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), of MDH Acquisition Corp., a Delaware corporation (the “Company”), transferable on the books of t

Form of Nominating and Corporate Governance Committee Charter.

Exhibit 99.3 MDH ACQUISITION CORP. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER Effective [], 2021 I. Introduction The Nominating and Corporate Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of MDH Acquisition Corp. (the “Company”) to: (i) identify and screen individuals qualified to serve as directors and recommend to the Board candidates for

Form of Code of Ethics.

Exhibit 14 MDH ACQUISITION CORP. CODE OF BUSINESS CONDUCT AND ETHICS Effective [], 2021 I. Introduction The Board of Directors (the “Board”) of MDH Acquisition Corp. has adopted this code of business conduct and ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees (to the extent that employees are hired in

Form of Second Amended and Restated Certificate of Incorporation.

Exhibit 3.2 Second Amended AND RESTATED CERTIFICATE OF INCORPORATION OF MDH ACQUISITION CORP. January [], 2021 MDH Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “MDH Acquisition Corp.” The original certificate of incorporation was filed with the Secretary of Stat

Form of Audit Committee Charter.

Exhibit 99.1 MDH ACQUISITION CORP. AUDIT COMMITTEE CHARTER Effective [], 2021 I. Purposes The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of MDH Acquisition Corp. (the “Company”) to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company’s compliance with legal and regulatory requirements. To as

Form of Indemnity Agreement.

EX-10.5 15 tm2029740d8ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this “Agreement”) is made as of January [●], 2021, by and between MDH Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capac

Amended and Restated Certificate of Incorporation.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MDH ACQUISITION CORP. August 17, 2020 MDH Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does make, file, and record this Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”), and does hereby certify as follows: 1. The name of

Subscription Agreement between the Registrant and MDIH Sponsor LLC.

SUBSCRIPTION AGREEMENT This Subscription Agreement, dated as of August 17, 2020 (this “Agreement”), is being made and entered into by and between MDH Acquisition Corp.

Registration Statement - S-1

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 14, 2021. Registration No. 333-      UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MDH Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or orga

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Christopher M. Zochowski Partner (202) 282-5780 [email protected] January 14, 2021 VIA EDGAR Pam Howell Brigitte Lippmann Office of Real Estate & Construction United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: MDH Acquisition Corp. Draft Registration Statement on Form S-1 Submitted September 4, 2020 CIK No. 0001823143

This is a confidential draft submission to the U.S. Securities and Exchange Commission on September 4, 2020 and is not being filed under the Securities Act of 1933, as amended.

TABLE OF CONTENTS This is a confidential draft submission to the U.S. Securities and Exchange Commission on September 4, 2020 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333-?????? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MDH Acquisition Corp. (Exact name of