MDH ACQUISITION CORP. Item 7.01. Regulation FD Disclosure.
On
The information in this Item 7.01, including Exhibit 99.1, is furnished and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
liabilities under that section, and shall not be deemed to be incorporated by
reference into the filings of MDH under the Securities Act of 1933, as amended
(the "Securities Act"), or the Exchange Act, regardless of any general
incorporation language in such filings. This Current Report on Form 8-K will not
be deemed an admission as to the materiality of any information of the
information contained in this Item 7.01, including Exhibit 99.1, and does not
incorporate by reference the filings of
Important Information About the Proposed Transaction and Where to Find It
In connection with the Business Combination,
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
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
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
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release, dated as ofDecember 3, 2021
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