UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of of earliest event reported): December 1923, 2022

MDH ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-39967		85-1936285
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

660 N. Carroll Ave., Suite 100

South Lake, TX 76092

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (415) 968-4444

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

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 and one-half of one redeemable warrant	MDH.U	The New York Stock Exchange
Class A common stock, par value $0.0001 per share	MDH	The New York Stock Exchange
Redeemable warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	MDHA W	OTC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) x¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 and one-half of one redeemable warrant	MDH.U	The New York Stock Exchange
Class A common stock, par value $0.0001 per share	MDH	The New York Stock Exchange
Redeemable warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	MDHA W	OTC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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. ¨

Item 8.01. Other Events.

On December 19 23, 2022, MDH Acquisition Corp., a Delaware corporation (“we”, “us”, “our”, or the “Company”) , issued a press release ~~announcing~~ ~~that~~clarifying the ~~Company~~process 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~~which ~~between~~stockholders ~~the~~may ~~Company~~exercise ~~and~~their ~~Continental Stock~~redemption ~~Transfer &~~rights ~~Trust Company, as trustee (the “Trust Amendment Proposal” and together~~ with ~~the~~respect ~~Charter Amendment Proposal, the “Proposals”), which would, if implemented, allow the Company~~ to ~~redeem~~their ~~all of its outstanding~~ shares of Class A common stock, ~~par~~of ~~value~~the ~~$0.0001~~Company ~~per~~prior ~~share~~to (the ~~“Public~~special ~~Shares”)~~meeting inof ~~advance~~stockholders of ~~the~~ Company~~’s contractual~~ ~~expiration~~described ~~date~~definitive ofproxy ~~February 4,~~statement ~~2023~~first bysent ~~changing~~or ~~the~~given ~~date~~to bystockholders ~~which~~of the Company ~~must~~on ~~cease~~or ~~all~~about ~~operations~~December ~~except~~19, ~~for~~2022. ~~the purpose~~The ofspecial ~~winding~~meeting upis ifscheduled ~~it fails~~ to ~~complete~~be aheld ~~merger,~~on ~~capital stock exchange~~December 29, ~~asset acquisition~~2022, ~~stock~~at ~~purchase,~~10:00 ~~reorganization or similar business combination (~~a ~~“Business Combination”) from February 4~~.m., ~~2023~~Eastern ~~to the later of (x) December 29~~Time, ~~2022~~ orvia ~~(y) the~~live ~~date~~webcast ~~and~~at ~~time of~~ the ~~effectiveness~~following ofaddress ~~such amendment to the second amended and restated certificate of incorporation (the “Amended Termination Time”)~~https://www.cstproxy.com/mdhacquisitioncorp/2022.

IfA ~~the~~copy ~~Proposals~~of ~~are approved, and because~~ the ~~Company~~press ~~will~~release ~~not~~is beattached ~~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~~Exhibit ~~Termination Time~~99.1 ~~The~~to ~~Company~~this ~~expects~~Current ~~that~~Report ~~the Amended Termination Time will be~~ on orForm ~~about~~8-K ~~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~~incorporated ~~the~~by ~~right~~reference ~~to receive the redemption amount as of, and the last day of trading of the Public Shares would be, December 29, 2022~~herein.

~~The~~Item ~~virtual special meeting will be held on Tuesday, December 29, 2022 at 10:00 a~~9.m.01 Financial ~~Eastern~~Statements ~~Time,~~ and ~~the record date for the meeting is the close of business (New York time) on December 12, 2022~~Exhibits.

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

~~Forward-Looking~~The ~~Statements~~following exhibit is filed herewith:

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.

Exhibit No.		Description of Exhibits
99.1		Press Release, dated December 23, 2022.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Forward-looking statements~~SIGNATURE 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~~Pursuant ~~9.01.~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit No.	Description
		MDH Acquisition Corp.
99.1	Press Release, dated December 19, 2022
Dated: December 23, 2022		By:	/s/ Beau Blair
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).
		Name:	Beau Blair
		Title:	Chief Executive Officer

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MDH ACQUISITION CORP.
	By:	/s/ Beau Blair
		Name: Beau Blair
		Title: Chief Executive Officer
Dated: December 19, 2022

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