Item 8.01. Other Events.

On December 19, 2022, MDH Acquisition Corp. ("we", "us", "our", or the "Company") issued a press release announcing that the Company filed a definitive proxy statement relating to a special meeting of shareholders to approve (i) an amendment to the Company's second amended and restated certificate of incorporation (the "Charter Amendment Proposal") and (ii) an amendment to the Investment Management Trust Agreement, dated February 1, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (the "Trust Amendment Proposal" and together with the Charter Amendment Proposal, the "Proposals"), which would, if implemented, allow the Company to redeem all of its outstanding shares of Class A common stock, par value $0.0001 per share (the "Public Shares") in advance of the Company's contractual expiration date of February 4, 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 merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (a "Business Combination") from February 4, 2023 to the later of (x) December 29, 2022 or (y) the date and time of the effectiveness of such amendment to the second amended and restated certificate of incorporation (the "Amended Termination Time").

If the Proposals are approved, and because the Company will not be able to complete an initial Business Combination by the Amended Termination Time, the Company will be obligated to redeem all Public Shares as promptly as reasonably possible but not more than ten (10) business days after the Amended Termination Time. The Company expects that the Amended Termination Time will be on or about the close of business on December 29, 2022 the Proposals are approved at the special meeting on December 29, 2022. In such case, the Public Shares would be deemed cancelled and represent only the right to receive the redemption amount as of, and the last day of trading of the Public Shares would be, December 29, 2022.

The virtual special meeting will be held on Tuesday, December 29, 2022 at 10:00 a.m. Eastern Time, and the record date for the meeting is the close of business (New York time) on December 12, 2022.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Forward-Looking Statements

Certain statements included in this Current Report on Form 8-K are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are not historical facts, including with respect to the Company's anticipated redemption, liquidation, and dissolution, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. Words such as "expect," "believe," "anticipate," "intend," "estimate," "seek," "future," "project," "anticipate" and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management's current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors and risks that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Company's Form S-1 relating to its initial public offering, Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents the Company has filed with the SEC, as amended from time to time. Copies of such filings are available on the SEC's website, www.sec.gov.

Forward-looking statements speak only as of the date they are made, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. The inclusion of any statement in this Current Report on Form 8-K does not constitute an admission by the Company or any other person that the events or circumstances described in such statements are material.

Item 9.01. Financial Statements and Exhibits.





Exhibit No.  Description
  99.1         Press Release, dated December 19, 2022
104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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