SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* MDIH Sponsor LLC (Last) (First) (Middle) C/O MDH ACQUISITION CORP. 600 N. CARROLL AVE., SUITE 100 (Street) SOUTH LAKE TX 76092 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/01/2021	3. Issuer Name and Ticker or Trading Symbol MDH Acquisition Corp. [ MDH.WS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	(1)	Class A Common Stock	6,900,000	(1)	D(2)

1. Name and Address of Reporting Person* MDIH Sponsor LLC (Last) (First) (Middle) C/O MDH ACQUISITION CORP. 600 N. CARROLL AVE., SUITE 100 (Street) SOUTH LAKE TX 76092 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MCLARTY FRANKLIN (Last) (First) (Middle) C/O MDH ACQUISITION CORP. 600 N. CARROLL AVE., SUITE 100 (Street) SOUTH LAKE TX 76092 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Blair Donald Dupree Jr. (Last) (First) (Middle) C/O MDH ACQUISITION CORP. 600 N. CARROLL AVE., SUITE 100 (Street) SOUTH LAKE TX 76092 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer

Explanation of Responses:

1. The shares of Class B common stock are convertible for shares of the Issuer's Class A common stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-252107) (the "Registration Statement") and have no expiration date. The shares of Class B common stock beneficially owned by the Reporting Persons include up to 900,000 shares of Class B common stock subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.

2. MDIH Sponsor LLC is the record holder of the securities reported herein. MDIH Sponsor LLC is managed by its sole member, McLarty Diversified Intermediate Holdings LLC. Messrs. McLarty and Blair are members and managers of McLarty Diversified Intermediate Holdings LLC, and as such, may be deemed to have shared beneficial ownership of the common stock held directly by MDIH Sponsor LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Remarks:

See Exhibit 24.1 - Power of Attorney (MDIH Sponsor LLC) See Exhibit 24.2 - Power of Attorney (McLarty) See Exhibit 24.3 - Power of Attorney (Blair) See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibits 24 - Power of Attorney.

	/s/ Ana Nunez Cardenas, Attorney-in-Fact for MDIH Sponsor LLC	02/01/2021
	/s/ Ana Nunez Cardenas, Attorney-in-Fact for Franklin McLarty	02/01/2021
	/s/ Ana Nunez Cardenas, Attorney-in-Fact for Beau Blair	02/01/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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