HUGS USHG Acquisition Corp

As previously disclosed, on November 8, 2021, USHG Acquisiton Corp. (the “Company”) entered into an Investment Agreement and Plan of Merger (the “Investment Agreement”) with Panera Brands, Inc. a Delaware corporation (“Panera”), and Rye Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Panera (“Merger Sub”), pursuant to which the parties agreed that Merger Sub would merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Panera (the “Merger”). The Investment Agreement provided that it could be terminated by the Company or Panera if the Merger was not completed on or prior to June 30, 2022, subject to certain limitations. On July 1, 2022, Panera delivered a written notice of termination to the Company terminating the Investment Agreement as a result of the Merger not having been completed on or prior to June 30, 2022.

The Company was incorporated for the purpose of effecting a merger, share purchase or reorganization or other similar business combination with one or more businesses or entities. The Company intends to recommence its efforts to identify a prospective target business for an initial business combination, including traditional SPAC business combinations as well transaction structures that may permit the Company and its management team to add value to a target’s business and deliver a compelling investment opportunity to the Company’s stockholders. Under the Company’s second amended and restated certificate of incorporation, the Company has until March 1, 2023 to complete an initial business combination, unless it obtains Company stockholder approval for an extension of this time period.