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): ~~July~~November 122, 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.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)

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~~TradingSymbol(s)	Name of each ~~exchange~~exchangeon 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

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 13.0201. ~~Termination~~Notice of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

~~As previously disclosed, on November 8, 2021,~~ USHG ~~Acquisiton~~Acquisition Corp. (the “Company”) ~~entered~~intends ~~into~~to anseek ~~Investment~~approval ~~Agreement~~of ~~and~~the ~~Plan~~Company’s stockholders to redeem its outstanding shares of ~~Merger~~Class A common stock (the “~~Investment~~Public ~~Agreement~~Shares”) ~~with~~for ~~Panera~~cash ~~Brands~~held in its trust account prior to December 31, ~~Inc~~2022. aThe ~~Delaware~~Company ~~corporation~~expires ~~(“Panera”),~~by ~~and~~its ~~Rye~~terms ~~Merger~~on ~~Sub~~March 1, ~~Inc~~2023., The Company believes that it is unlikely to consummate a ~~Delaware~~suitable ~~corporation~~merger, ~~and~~capital ~~wholly~~stock ~~owned~~exchange, ~~subsidiary~~asset ofacquisition, ~~Panera~~stock purchase, reorganization or similar business combination with one or more businesses or entities (a “~~Merger~~Business ~~Sub~~Combination”), ~~pursuant~~and tobecause ~~which~~redemptions ~~the~~made ~~parties~~after ~~agreed~~December 31, ~~that~~2022 ~~Merger~~may ~~Sub~~be ~~would~~subject ~~merge~~to ~~with~~a ~~and~~1% ~~into~~excise tax included as part of the ~~Company~~Inflation Reduction Act of 2022, ~~with~~it is in the ~~Company~~best ~~surviving~~interests of the ~~merger~~Company’s asstockholders ato ~~wholly~~return ~~owned~~the ~~subsidiary~~cash ofin ~~Panera~~trust within calendar 2022 (the “~~Merger~~Amended Termination Date”). ~~The~~rather ~~Investment~~than ~~Agreement~~wait ~~provided~~for ~~that~~expiration itin ~~could~~2023 be(the ~~terminated~~“Original byTermination Date”) (such acceleration of the termination date, the “Early Termination”). The Company ormay ~~Panera~~decide, ifhowever, to abandon the ~~Merger~~Early ~~was~~Termination ~~not~~at ~~completed~~any ontime orand for any reason prior to ~~June 30,~~the ~~2022,~~effectiveness ~~subject~~of the filing of relevant certificates of amendment to ~~certain~~the ~~limitations.~~Company’s OnSecond ~~July~~Amended 1,and ~~2022,~~Restated ~~Panera~~Certificate ~~delivered~~of aIncorporation ~~written~~with ~~notice~~the Secretary of ~~termination~~State toof the State of Delaware. The Company’s ~~terminating~~warrants (NYSE: HUGSW) will expire worthless if the ~~Investment~~Company ~~Agreement~~fails asto acomplete ~~result~~its ofinitial ~~the~~Business ~~Merger~~Combination ~~not~~by ~~having~~the ~~been~~Original ~~completed~~Termination onDate or, ~~prior~~if tothe ~~June 30~~Company’s stockholders approve the Early Termination, ~~2022~~the Amended Termination Date, in which case the Public Shares would be redeemed and the Company would dissolve and liquidate.

~~The~~On ~~Company~~November 22, ~~was~~2022, ~~incorporated for~~ the ~~purpose~~New ofYork ~~effecting~~Stock aExchange ~~merger,~~(the ~~share~~“NYSE”) ~~purchase~~notified orthe ~~reorganization~~Company, orand ~~other~~publicly ~~similar~~announced, ~~business~~that ~~combination~~the ~~with~~NYSE ~~one~~determined ~~or more businesses or entities. The Company intends~~ to ~~recommence~~commence ~~its~~proceedings ~~efforts~~ to ~~identify~~delist athe ~~prospective~~Company’s ~~target~~warrants ~~business~~from ~~for~~the anNYSE ~~initial~~and ~~business combination, including traditional SPAC business combinations as well transaction structures~~ that ~~may~~trading ~~permit~~in the Company’s ~~and~~warrants ~~its~~would ~~management~~be ~~team~~suspended toimmediately, ~~add~~due ~~value~~ to atrading ~~target’s~~price ~~business~~levels ~~and~~pursuant ~~deliver~~to aSection 802.01D ~~compelling~~of ~~investment~~the ~~opportunity~~NYSE toListed ~~the~~ Company’s ~~stockholders~~Manual. ~~Under~~As ~~the~~a ~~Company’s~~result ~~second~~of ~~amended~~the ~~and~~expected ~~restated~~expiration ~~certificate~~ of ~~incorporation,~~ the ~~Company~~warrants ~~has~~described ~~until March 1~~above, ~~2023~~the ~~to complete an initial business combination, unless it obtains~~ Company ~~stockholder~~does ~~approval~~not ~~for~~intend anto ~~extension~~appeal ofthe ~~this~~NYSE’s ~~time period~~determination.

~~Item~~Forward-Looking ~~8.01.~~Statements ~~Other Events.~~

OnSome ~~July~~of 1the statements contained in this Current Report on Form 8-K may constitute “forward-looking statements” for purposes of the federal securities laws. The Company’s forward-looking statements include, ~~2022~~but are not limited to, statements regarding the Company’s ~~issued~~or athe ~~press~~Company’s ~~release~~management ~~announcing~~team’s expectations, hopes, beliefs, intentions or strategies regarding the ~~termination~~future. In addition, any statements that refer to projections, forecasts or other characterizations of ~~the~~future ~~Investment~~events ~~Agreement~~or circumstances, including any underlying assumptions, are forward-looking statements. AThe ~~copy~~words of“expect,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would” and similar expressions may identify forward-looking statements, but the ~~press~~absence ~~release~~of isthese ~~attached~~words todoes ~~this~~not ~~report~~mean asthat ~~Exhibit~~a 99statement is not forward-looking.1.

~~Item~~The 9forward-looking statements contained in this Current Report on Form 8-K are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company.01 ~~Financial~~There ~~Statements~~can be no assurance that future developments affecting the Company will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and ~~Exhibits~~uncertainties include, but are not limited to, those factors described in the section entitled “Risk Factors” of the Company’s final prospectus filed with the SEC on February 25, 2021, the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 14, 2022, the Company’s subsequent Quarterly Reports on Form 10-Q and the Company’s other SEC filings. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

(d) Exhibits

ExhibitNo.		Description of Exhibits
99.1		Press Release, dated July 1, 2022.
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 ~~Current~~report ~~Report on Form 8-K~~ to be signed on its behalf by the undersigned hereunto duly authorized.

	USHG Acquisition Corp.
Date: July 1, 2022	By:	/s/ Adam D. Sokoloff
Date: November 23, 2022	By:	/s/ Adam D. Sokoloff
	Name:	Adam D. Sokoloff
	Title:	Chief Executive Officer

Filing Compare · USHG Acquisition Corp.