Item 8.01. Other Events.
On December 7, 2022, USHG Acquisition Corp. (the "Company") filed a definitive
proxy statement relating to a special meeting of stockholders (the "Special
Meeting") to approve (i) an amendment to the Company's Second Amended and
Restated Certificate of Incorporation (the "Charter") to eliminate the
requirement that the Company retain at least $5,000,001 of net tangible assets
following the redemption of the Company's outstanding shares of Class A common
stock, par value $0.0001 per share (the "Public Shares"), in connection with a
Business Combination (as defined below) and certain amendments to the Charter
(the "Redemption Limit Elimination Proposal"), (ii) an amendment to the Charter
to change the date by which the Company must cease all operations except for the
purpose of winding up if it fails to complete a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business
combination with one or more businesses or entities (a "Business Combination")
from March 1, 2023 (the "Original Termination Date") to the earlier of
(x) December 30, 2022 or (y) the date of effectiveness of such amendment to the
Charter (such date, the "Amended Termination Date" and such proposal, the "Early
Termination Proposal") and (iii) an amendment to the Investment Management Trust
Agreement, dated February 24, 2021, by and between the Company and American
Stock Transfer & Trust Company, LLC, as trustee ("AST"), to change the date on
which AST must commence liquidation of the trust account established in
connection with the Company's initial public offering to the Amended Termination
Date (the "Trust Amendment Proposal" and together with the Redemption Limit
Elimination Proposal and the Early Termination Proposal, the "Proposals"), which
would, if implemented, allow the Company to redeem all the Public Shares in
advance of the Company's contractual expiration date of March 1, 2023 by
changing the date by which the Company must cease all operations except for the
purpose of winding up if it fails to complete a Business Combination from the
Original Termination Date to the Amended Termination Date.
As contemplated by the Charter, the holders of Public Shares may elect to redeem
all or a portion of their Public Shares in connection with the approval and
implementation of the Redemption Limit Elimination Proposal and/or the Early
Termination Proposal (the "Voluntary Redemption"). The Company expects to
complete the Voluntary Redemption on or around December 27, 2022 if the
Redemption Limit Elimination Proposal or the Early Termination Proposal is
approved and the Redemption Limit Elimination Proposal or the Early Termination
Proposal, as applicable, is implemented. If the Proposals are approved, and
because the Company will not be able to complete an initial Business Combination
by the Amended Termination Date, the Company will be obligated to redeem all
Public Shares as promptly as reasonably possible but not more than ten business
days after the Amended Termination Date (the "Mandatory Redemption"). The
expected date of the Mandatory Redemption is December 28, 2022, and the Company
expects to complete the Mandatory Redemption on or around December 30, 2022 if
the stockholders approve the Proposals. Additionally, it is expected that the
Amended Termination Date will be December 27, 2022 and the last day of trading
of the Public Shares will be December 27, 2022 if the stockholders approve the
Proposals. The Company may decide, however, to abandon the early termination at
any time and for any reason prior to the effectiveness of the filing of relevant
certificates of amendment to the Charter with the Secretary of State of the
State of Delaware.
The Special Meeting will be held virtually on Tuesday, December 27, 2022 at 8:00
a.m., Eastern Time, and the record date for the Special Meeting is the close of
business (New York time) on December 12, 2022.
Forward-Looking Statements
Some of the statements contained in this Current Report on Form 8-K (this
"Report") may constitute "forward-looking statements" for purposes of the
federal securities laws. The Company's forward-looking statements include, but
are not limited to, statements regarding the Company's or the Company's
management team's expectations, hopes, beliefs, intentions or strategies
regarding the future. In addition, any statements that refer to projections,
forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. The words
"expect," "anticipate," "believe," "continue," "could," "estimate," "expect,"
"intends," "may," "might," "plan," "possible," "potential," "predict,"
"project," "seek," "should," "would" and similar expressions may identify
forward-looking statements, but the absence of these words does not mean that a
statement is not forward-looking.
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The forward-looking statements contained in this Report are based on the
Company's current expectations and beliefs concerning future developments and
their potential effects on the Company. There can be no assurance that future
developments affecting the Company will be those that we have anticipated. These
forward-looking statements involve a number of risks, uncertainties (some of
which are beyond the Company's control) or other assumptions that may cause
actual results or performance to be materially different from those expressed or
implied by these forward-looking statements. These risks and uncertainties
include, but are not limited to, those factors described in the section entitled
"Risk Factors" of the Company's final prospectus filed with the SEC on
February 25, 2021, the Company's Annual Report on Form 10-K for the year ended
December 31, 2021 as filed with the SEC on March 14, 2022, the Company's
subsequent Quarterly Reports on Form 10-Q and the Company's other SEC filings.
Should one or more of these risks or uncertainties materialize, or should any of
the Company's assumptions prove incorrect, actual results may vary in material
respects from those projected in these forward-looking statements. The Company
undertakes no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as
may be required under applicable securities laws.
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