Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On March 29, 2022, USHG Acquisition Corp. (the "Company") issued an unsecured
promissory note (the "Note") in the principal amount of $500,000 to affiliates
of USHG Investments, LLC (the "Sponsor"). The Note does not bear interest and is
repayable in full upon consummation of the Company's initial business
combination (a "Business Combination"). If the Company does not complete a
Business Combination, the Note shall not be repaid and all amounts owed under it
will be forgiven except to the extent that the Company has funds available to it
outside of its trust account established in connection with its initial public
offering. Upon the consummation of a Business Combination, the affiliates of the
Sponsor shall have the option, but not the obligation, to convert the principal
balance of the Note, in whole or in part, to warrants of the Company, at a price
of $1.50 per warrant (the "Warrants"). The terms of the Warrants will be
identical to the terms of the warrants issued by the Company to the Sponsor in a
private placement that took place simultaneously with the Company's initial
public offering. The Note is subject to customary events of default, the
occurrence of which, in certain instances, would automatically trigger the
unpaid principal balance of the Note and all other sums payable with regard to
the Note becoming immediately due and payable.
The Note was issued pursuant to the exemption from registration contained in
Section 4(a)(2) of the Securities Act of 1933, as amended.
The Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The disclosure set forth in this Item 2.03 is
intended to be a summary only and is qualified in its entirety by reference to
the Note.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 10.1 Promissory Note, dated March 29, 2022, issued by USHG Acquisition
Corp. to affiliates of the Sponsor.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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USHG ACQUISITION CORP. 
