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 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	MDHA W	OTC

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 November 14, 2022, 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.

Table of Contents

MDH ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2022

TABLE OF CONTENTS


		Page
Part I. Financial Information
Item 1.	Financial Statements (Unaudited)
	Condensed Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021	3
	Condensed Statements of Operations for the three and nine months ended September 30, 2022 and 2021 (unaudited)	4
	Condensed Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2022 and 2021 (unaudited)	5
	Condensed Statements of Cash Flows for the nine months ended September 30, 2022 and 2021 (unaudited)	6
	Notes to Condensed Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
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	26
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	28
Signatures		29

Table of Contents

PART I - FINANCIAL INFORMATION
Item 1. Interim Financial Statements.

MDH ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	September 30, 2022		December 31, 2021
ASSETS	(unaudited)
Current assets
Cash	$	36,121	$	92,993
Prepaid expenses		103,750		112,296
Total Current Assets		139,871		205,289

Cash and marketable securities held in Trust Account		277,585,155		276,029,717
TOTAL ASSETS	$	277,725,026	$	276,235,006

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses (See Note 5)	$	3,006,588	$	2,742,586
Advances from related party		982,045		377,543
Total Current Liabilities		3,988,633		3,120,129

Warrant liabilities		810,725		9,426,500
Deferred underwriting fee payable		9,660,000		9,660,000
TOTAL LIABILITIES		14,459,358		22,206,629

Commitments and Contingencies
Class A common stock subject to possible redemption, 27,600,000 shares at redemption value at September 30, 2022 and December 31, 2021		277,233,381		276,000,000

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—		—
Class A common stock; $0.0001 par value; 200,000,000 shares authorized no shares issued and outstanding (excluding 27,600,000 shares classified as redeemable, at September 30, 2022 and December 31, 2021)		—		—
Class B common stock, $0.0001 par value; 12,000,000 shares authorized; 6,900,000 shares issued and outstanding at September 30, 2022 and December 31, 2021		690		690
Additional paid-in capital		—		—
Accumulated deficit		(13,968,403)		(21,972,313)
Total Stockholders’ Deficit		(13,967,713)		(21,971,623)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	277,725,026	$	276,235,006

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

MDH ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Formation and operating costs	$	291,568	$	1,735,233	$	933,922	$	3,015,133
Loss from operations		(291,568)		(1,735,233)		(933,922)		(3,015,133)

Other income and (expense):
Interest earned on investments held in Trust Account		1,295,884		3,552		1,555,438		23,886
Change in fair value of warrant liabilities		1,033,425		6,362,300		8,615,775		7,660,500
Transaction costs allocated to warrant liabilities		—		—		—		(727,230)
Total other income, net		2,329,309		6,365,852		10,171,213		6,957,156

Net income	$	2,037,741	$	4,630,619	$	9,237,291	$	3,942,023

Basic weighted average shares outstanding of Class A common stock		27,600,000		27,600,000		27,600,000		24,162,637
Basic net income per share, Class A common stock	$	0.06	$	0.13	$	0.27	$	0.13
Basic weighted average shares outstanding of Class B common stock		6,900,000		6,900,000		6,900,000		6,787,912
Basic net income per share, Class B common stock		0.06		0.13		0.27		0.13

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

MDH ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022


	Class A			Class B			Additional				Total
	Common Stock			Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		(Deficit)
Balance — January 1, 2022	—	$	—	6,900,000	$	690	$	—	$	(21,972,313)	$	(21,971,623)

Net income	—		—	—		—		—		5,641,653		5,641,653

Balance – March 31, 2022	—	$	—	6,900,000	$	690	$	—	$	(16,330,660)	$	(16,329,970)

Net income	—		—	—		—		—		1,557,897		1,557,897

Balance – June 30, 2022	—	$	—	6,900,000	$	690	$	—	$	(14,772,763)	$

SEC Form 10-Q filed by MDH Acquisition Corp.