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 earliest event reported): ~~November~~March 1229, ~~2021~~2022

USHG Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-40109	85-4281417
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
853 Broadway, 17th Floor New York, New York		10003
(Address of Principal Executive Offices)		(Zip Code)

853 Broadway, 17th Floor

New York, New York

10003

(Address of Principal Executive Offices)

(Zip Code)

(212) 228-3585

(Registrant’s telephone number, including area code)

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

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

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-commencements 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-third of one redeemable warrant	HUGSU	New York Stock Exchange
Class A common stock, par value $0.0001 per share	HUGS	New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	HUGSW	New York Stock Exchange
Warrants, each whole warrant exercisable for one share ofClass A common stock at an exercise price of $11.50 per share	HUGSW	New York Stock Exchange

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 ☒

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 41.0201 ~~Non-Reliance~~Entry oninto ~~Previously~~a ~~Issued~~Material ~~Financial~~Definitive ~~Statement or Related Audit Report or Completed Interim Review~~Agreement.

InThe ~~connection~~disclosure ~~with~~contained ~~the~~in ~~preparation~~Item ~~of its financial statements as of September 30, 2021, the management of USHG Acquisition Corp~~2.03 ~~(the~~is ~~“Company”)~~incorporated ~~has~~by ~~re-evaluated~~reference the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable shares of Class A common stock, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in ~~the~~this ~~Company’s~~Item ~~initial public offering (the “IPO”) on March~~ 1~~, 2021~~. Historically, a portion of the Public Shares was classified as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,00101. Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of the Public Shares as temporary equity regardless of the minimum net tangible assets required to complete the Company’s initial business combination.

OnItem ~~November 12,~~2.03 ~~2021,~~Creation ~~the Company’s management and the Audit Committee~~ of ~~the~~a ~~Company’s~~Direct ~~board~~Financial ofObligation ~~directors~~or ~~(the~~an ~~“Audit~~Obligation ~~Committee”)~~under ~~concluded~~an that, in light of recent guidance, it is appropriate to restate the Company’s previously issued audited balance sheet as of March 1, 2021 as previously restated in the Company’s Quarterly Report on Form 10Off-QBalance ~~filed~~Sheet ~~with~~Arrangement ~~the SEC on May 24, 2021 (the “Q1 Form 10-Q”); the Company’s unaudited quarterly financial statements as~~ of ~~and~~a for the three months ended March 31, 2021 included in the Q1 Form 10-Q, and the Company’s unaudited quarterly financial statements as of and for the six months ended June 30, 2021 included in the Company’s quarterly report on Form 10-Q filed with the SEC on August 16, 2021 (the “Non-Reliance Financial Statements”), in each case to report all Public Shares as temporary equityRegistrant.

~~Considering~~On ~~such~~March 29, ~~restatement~~2022, USHG Acquisition Corp. (the ~~Non-Reliance~~“Company”) ~~Financial~~issued ~~Statements~~an ~~should~~unsecured nopromissory ~~longer~~note be(the ~~relied~~“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”). AsIf ~~such~~the Company does not complete a Business Combination, the ~~Company~~Note shall not be repaid and all amounts owed under it will ~~restate~~be forgiven except to the extent that the Company has funds available to it outside of its ~~financial~~trust ~~statements~~account ~~for~~established in connection with its initial public offering. Upon the ~~periods~~consummation ~~affected~~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 ~~Non-Reliance~~Company ~~Financial~~to ~~Statements~~the Sponsor in a private placement that took place simultaneously with the Company’s ~~Quarterly~~initial ~~Report~~public onoffering. ~~Form~~The ~~10-Q~~Note ~~for~~is subject to customary events of default, the ~~quarterly~~occurrence ~~period~~of ~~ended~~which, ~~September 30~~in certain instances, ~~2021~~would (automatically trigger the ~~“Q3~~unpaid ~~Form~~principal ~~10-Q”),~~balance asof ~~described~~the ~~therein~~Note and all other sums payable with regard to the Note becoming immediately due and payable.

The ~~Company’s~~Note ~~management~~was ~~has~~issued ~~concluded~~pursuant ~~that~~to ~~in light of~~ the ~~classification~~exemption ~~error~~from ~~described~~registration ~~above,~~contained ~~a material weakness exists~~ in ~~the~~Section 4(a)(2) ~~Company’s~~of ~~internal control over financial reporting and that~~ the ~~Company’s~~Securities ~~disclosure~~Act ~~controls~~of ~~and~~1933, ~~procedures~~as ~~were not effective~~amended. ~~The Company’s remediation plan with respect to such material weakness is described in more detail in the Q3 Form 10-Q.~~

The ~~Company~~Note ~~does~~is ~~not~~attached ~~expect~~as ~~any~~Exhibit of10.1 ~~the~~to ~~above~~this ~~changes~~Current ~~will~~Report ~~have~~on ~~any~~Form ~~impact~~8-K onand ~~its~~is ~~cash~~incorporated ~~position~~herein ~~and~~by ~~cash~~reference. ~~held~~The disclosure set forth in ~~the~~this ~~trust~~Item ~~account~~2.03 ~~established~~is intended to be a summary only and is qualified in ~~connection~~its ~~with~~entirety by reference to the ~~IPO~~Note.

~~The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this~~ Item 49.0201 ~~with~~Financial ~~WithumSmith+Brown,~~Statements ~~PC,~~and ~~the Company’s independent registered accounting firm~~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)

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.

	USHG Acquisition Corp.
Date: November 16, 2021	By:	/s/ Adam D. Sokoloff
Date: March 29, 2022	By:	/s/ Adam D. Sokoloff
	Name:	Adam D. Sokoloff
	Title:	Chief Executive Officer

Filing Compare · USHG Acquisition Corp.