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, 2021

☐ 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.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

85-2568803

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

600 N. Carroll Ave., Suite 100

Southlake, TX 76092

(Address of principal executive offices)

(415) 968-4444

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-half of one redeemable warrant	MDH.U	The New York Stock Exchange
Class A Common Stock, $0.0001 par value	MDH	The New York Stock Exchange
Redeemable warrants	MDH.WS	The New York Stock Exchange

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ◻ Yes No ⌧

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	◻	Accelerated filer	◻
Non-accelerated filer	⌧	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ◻

As of May 18, 2021, there were 27,600,000 shares of Class A common stock, $0.0001 par value, and 6,900,000 shares of Class B common stock, $0.0001 par value, issued and outstanding.


		Page
Part I. Financial Information
Item 1.	Financial Statements (Unaudited)
	Condensed Balance Sheets as of March 31, 2021 and December 31, 2020	3
	Condensed Statement of Operations for the three months ended March 31, 2021	4
	Condensed Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021	5
	Condensed Statement of Cash Flows for the three months ended March 31, 2021	6
	Notes to Unaudited Condensed Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk	25
Item 4.	Controls and Procedures	25
Part II. Other Information
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 6.	Exhibits	28
Part III. Signatures		29


	March 31, 2021		December 31, 2020
	(Unaudited)
ASSETS
Current assets
Cash	$	521,737	$	25,000
Prepaid expenses		100,220		—
Total Current Assets		621,957		—

Deferred offering costs		—		197,764
Marketable securities held in Trust Account		276,010,317		—
TOTAL ASSETS	$	276,632,274	$	222,764

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	353,331	$	1,000
Accrued offering costs		5,000		170,314
Advances - related party		52,543		27,450
Total Current Liabilities		410,874		198,764

Warrant liability		12,465,000		—
Deferred underwriting fee payable		9,660,000		—
TOTAL LIABILITIES		22,535,874		186,769

Commitments and Contingencies

Class A common stock subject to possible redemption 24,908,708 shares at redemption value at March 31, 2021		249,096,391		—

Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—		—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 2,691,292 and no shares issued and outstanding (excluding 24,908,708 and no shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively		269		—
Class B common stock, $0.0001 par value; 12,000,000 shares authorized; 6,900,000 shares issued and outstanding		690		690
Additional paid-in capital		—		24,310
Accumulated deficit		4,999,050		(1,000)
Total Stockholders’ Equity		5,000,009		24,000
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	276,632,274	$	222,764


Operating and formation costs	$	410,555
Loss from operations		(410,555)

Other income (expense):
Interest earned on marketable securities held in Trust Account		10,317
Change in fair value of warrants		6,453,500
Transaction costs allocable to warrants		(727,230)
Other income, net		5,736,587

Net income	$	5,326,032

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		24,304,304
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.00
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		8,564,036
Basic and diluted net income per share, Non-redeemable common stock	$	0.62


							Additional				Total
	Class A Common Stock			Class B Common Stock			Paid		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		in Capital		Deficit		Equity
Balance — January 1, 2021	—	$	—	6,900,000	$	690	$	24,310	$	(1,000)	$	24,000

Sale of 21,999,960 shares, net of underwriting discounts, offering expenses and warrant liability	27,600,000		2,760	—		—		248,416,108		—		248,418,868

Proceeds received in excess of fair value for Private Placement Warrants	—		—	—		—		327,500		—		327,500

Class A common stock subject to possible redemption	(24,908,708)		(2,491)	—		—		(248,767,918)		(325,982)		(249,096,391)

Net income	—		—	—		—		—		5,326,032		5,326,032

Balance — March 31, 2021	2,691,292	$	269	6,900,000	$	690	$	—	$	4,999,050	$	5,000,009


Cash Flows from Operating Activities:
Net income	$	5,326,032
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liabilities		(6,453,500)
Interest earned on marketable securities held in Trust Account		(10,317)
Transaction costs allocable to warrants		727,230
Changes in operating assets and liabilities:
Prepaid expenses		(100,220)
Accounts payable and accrued expenses		352,331
Net cash used in operating activities		(158,444)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		(276,000,000)
Net cash used in investing activities		(276,000,000)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		270,480,000
Proceeds from sale of Private Warrants		6,550,000
Proceeds from promissory note - related party		25,093
Payment of offering costs		(399,912)
Net cash provided by financing activities		276,655,181

Net Change in Cash		496,737
Cash — Beginning of period		25,000
Cash — End of period	$	521,737

Non-Cash investing and financing activities:
Payment of deferred offering costs by the Sponsor in exchange for the issuance of Class B ordinary shares	$	5,000
Initial classification of Class A common stock subject to possible redemption	$	243,043,040
Change in value of Class A common stock subject to possible redemption	$	6,053,351
Deferred offering costs included in accrued offering costs	$	9,660,000


	As
	Previously				As
	Reported		Adjustments		Restated

Balance sheet as of February 4, 2021 (audited)
Warrant Liability	$	—	$	18,918,500	$	18,918,500
Class A Common Stock Subject to Possible Redemption		261,961,540		(18,918,500)		243,043,040
Class A Common Stock		140		190		330
Additional Paid-in Capital		5,000,268		727,039		5,727,307
Accumulated Deficit		(1,090)		(727,229)		(728,319)


	Three Months
	Ended March 31,
	2021
Class A Common stock subject to possible redemption
Numerator: Earnings allocable to Class A Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	9,311
Net earnings allocable to Class A common stock subject to possible redemption	$	9,311
Denominator: Weighted Average Class A Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A Common stock subject to possible redemption		24,304,304
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.00

Non-Redeemable Common Stock
Numerator: Net Income minus Net Earnings
Net Income	$	5,326,032
Less: Earnings allocable to Class A common stock subject to possible redemption		(9,311)
Non-Redeemable Net Income	$	5,316,721
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		8,564,036
Basic and diluted net income per share, Non-redeemable common stock	$	0.62


Description	Level	March 31, 2021
Assets:
Marketable securities held in Trust Account	1	$	276,010,317

Liabilities:
Warrant Liability - Public Warrants	1		4,323,000
Warrant Liability - Private Placement Warrants	3		8,142,000


	February 4, 2021
	(Initial
	Measurement)			March 31, 2021
Stock price	$	9.43		$	9.70
Exercise Price	$	11.50		$	11.50
Term (in years)		5.0			5.0
Volatility		21.0	%		14.2	%
Risk-free rate		0.75	%		1.30	%
Dividend yield		0.0	%		0.0	%


	Private Placement		Public	Warrant Liabilities
Fair value as of January 1, 2021	$	—	—	—
Initial measurement on February 4, 2021		6,222,500	12,696,000	18,918,500
Transfer to Level 1		—	(12,696,000)	(12,696,000)
Change in fair value		(1,899,500)	—	(1,899,500)
Fair value as of March 31, 2021	$	4,323,000	—	4,323,000


	MDH ACQUISITION CORP.

Date: June 21, 2021	By:	/s/ Beau Blair
	Name:	Beau Blair
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: June 21, 2021	By:	/s/ Brent Whittington
	Name:	Brent Whittington
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)


No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial and Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

SEC Form 10-Q filed by MDH Acquisition Corp.