On December 7, 2022, USHG Acquisition Corp. (the “Company”) filed a definitive proxy statement relating to a special meeting of stockholders (the “Special Meeting”) to approve (i) an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter”) to eliminate the requirement that the Company retain at least $5,000,001 of net tangible assets following the redemption of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share (the “Public Shares”), in connection with a Business Combination (as defined below) and certain amendments to the Charter (the “Redemption Limit Elimination Proposal”), (ii) an amendment to the Charter to change the date by which the Company must cease all operations except for the purpose of winding up if it fails to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”) from March 1, 2023 (the “Original Termination Date”) to the earlier of (x) December 30, 2022 or (y) the date of effectiveness of such amendment to the Charter (such date, the “Amended Termination Date” and such proposal, the “Early Termination Proposal”) and (iii) an amendment to the Investment Management Trust Agreement, dated February 24, 2021, by and between the Company and American Stock Transfer & Trust Company, LLC, as trustee (“AST”), to change the date on which AST must commence liquidation of the trust account established in connection with the Company’s initial public offering to the Amended Termination Date (the “Trust Amendment Proposal” and together with the Redemption Limit Elimination Proposal and the Early Termination Proposal, the “Proposals”), which would, if implemented, allow the Company to redeem all the Public Shares in advance of the Company’s contractual expiration date of March 1, 2023 by changing the date by which the Company must cease all operations except for the purpose of winding up if it fails to complete a Business Combination from the Original Termination Date to the Amended Termination Date.
As contemplated by the Charter, the holders of Public Shares may elect to redeem all or a portion of their Public Shares in connection with the approval and implementation of the Redemption Limit Elimination Proposal and/or the Early Termination Proposal (the “Voluntary Redemption”). The Company expects to complete the Voluntary Redemption on or around December 27, 2022 if the Redemption Limit Elimination Proposal or the Early Termination Proposal is approved and the Redemption Limit Elimination Proposal or the Early Termination Proposal, as applicable, is implemented. If the Proposals are approved, and because the Company will not be able to complete an initial Business Combination by the Amended Termination Date, the Company will be obligated to redeem all Public Shares as promptly as reasonably possible but not more than ten business days after the Amended Termination Date (the “Mandatory Redemption”). The expected date of the Mandatory Redemption is December 28, 2022, and the Company expects to complete the Mandatory Redemption on or around December 30, 2022 if the stockholders approve the Proposals. Additionally, it is expected that the Amended Termination Date will be December 27, 2022 and the last day of trading of the Public Shares will be December 27, 2022 if the stockholders approve the Proposals. The Company may decide, however, to abandon the early termination at any time and for any reason prior to the effectiveness of the filing of relevant certificates of amendment to the Charter with the Secretary of State of the State of Delaware.
The Special Meeting will be held virtually on Tuesday, December 27, 2022 at 8:00 a.m., Eastern Time, and the record date for the Special Meeting is the close of business (New York time) on December 12, 2022.
Forward-Looking Statements
Some of the statements contained in this Current Report on Form 8-K (this “Report”) may constitute “forward-looking statements” for purposes of the federal securities laws. The Company’s forward-looking statements include, but are not limited to, statements regarding the Company’s or the Company’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “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 absence of these words does not mean that a statement is not forward-looking.
