8-K 1 d467226d8k.htm 8-K 8-K

 

 

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): February 24, 2021

 

 

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)

(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

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 1.01

Entry into a Material Definitive Agreement.

On March 1, 2021, USHG Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 28,750,000 units (the “Units”), including 3,750,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments. Each Unit consists of one share of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of the Company and one-third of one redeemable warrant of the Company (the “Warrants”), with each whole Warrant entitling the holder thereof to purchase one whole share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $287,500,000.

In connection with the IPO, the Company entered into the following agreements previously filed as exhibits to the Company’s registration statement on Form S-1 (File No. 333-252802) (the “Registration Statement”):

 

   

An Underwriting Agreement, dated February 24, 2021, among the Company and Goldman Sachs & Co. LLC and Piper Sandler & Co., as representatives of the several underwriters, attached hereto as Exhibit 1.1 and incorporated herein by reference.

 

   

An Investment Management Trust Agreement, dated February 24, 2021, between the Company and American Stock Transfer & Trust Company, LLC, as trustee, attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

   

A Warrant Agreement, dated February 24, 2021, between the Company and American Stock Transfer & Trust Company, LLC, as warrant agent, attached hereto as Exhibit 4.1 and incorporated herein by reference.

 

   

A Registration Rights Agreement, dated February 24, 2021, among the Company, USHG Investments, LLC (the “Sponsor”), Share Our Strength, attached hereto as Exhibit 10.2 and incorporated herein by reference.

 

   

A Private Placement Warrants Purchase Agreement, dated February 24, 2021, between the Company and the Sponsor, attached hereto as Exhibit 10.3 and incorporated herein by reference.

 

   

A Letter Agreement, dated February 24, 2021, between the Company and the Sponsor, attached hereto as Exhibit 10.4 and incorporated herein by reference.

 

   

A Letter Agreement, dated February 24, 2021, among the Company and each of its officers and directors, attached hereto as Exhibit 10.5 and incorporated herein by reference.

 

   

A Letter Agreement, dated February 24, 2021, between the Company and Share Our Strength, attached hereto as Exhibit 10.6 and incorporated herein by reference.

 

   

Indemnity Agreements, each dated February 24, 2021, between the Company and each of its officers and directors, attached hereto as Exhibits 10.7-10.16 and incorporated herein by reference.

 

   

An Administrative Support Agreement, dated February 24, 2021, between the Company and the Sponsor, attached hereto as Exhibit 10.17 and incorporated herein by reference.

 

Item 3.02.

Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, the Company completed the private sale of 1,333,333 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant (the “Private Placement”), to the Sponsor, generating gross proceeds to the Company of $2,000,000. The Private Placement Warrants are identical to the warrants sold as part of the Units in the IPO, except that the Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants (except to certain permitted transferees) until 30 days after the completion of the Company’s initial business combination. So long as the Private Placement Warrants are held by the Sponsor or their permitted transferees, the Private Placement Warrants will not be redeemable for cash by the Company and will be exercisable on a cashless basis.

 

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Item 5.03.

Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On February 25, 2021, the Company filed its Second Amended and Restated Certificate of Incorporation in the State of Delaware. The terms of the Second Amended and Restated Certificate of Incorporation are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Second Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

 

Item 8.01.

Other Events.

The $287,500,000 gross proceeds from the IPO, which includes the $15,812,500 deferred underwriting commission, were placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by American Stock Transfer & Trust Company, LLC, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its franchise and income taxes and expenses relating to the administration of the trust account, the proceeds from the IPO and the Private Placement held in the trust account will not be released until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s Second Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of its obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity, and (c) the redemption of all of the Company’s public shares if it has not completed its initial business combination within 24 months from the closing of the IPO, subject to applicable law.

On February 24, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the IPO. On March 1, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing the closing of the IPO.

 

Item 9.01

Financial Statements and Exhibits

 

  (d)

Exhibits

 

Exhibit No.

  

Description of Exhibits

  1.1    Underwriting Agreement, dated February 24, 2021, between the Company and Goldman Sachs & Co. LLC and Piper Sandler & Co., as representative of the several underwriters.
  3.1    Second Amended and Restated Certificate of Incorporation, dated February 24, 2021.
  4.1    Warrant Agreement, dated February 24, 2021, between the Company and American Stock Transfer & Trust Company, LLC, as warrant agent.
10.1    Investment Management Trust Agreement, dated February 24, 2021, between the Company and American Stock Transfer & Trust Company, LLC, as trustee.
10.2    Registration Rights Agreement, dated February 24, 2021, among the Company and certain security holders named therein.
10.3    Private Placement Warrants Purchase Agreement, dated February 24, 2021, between the Company and the Sponsor.
10.4    Letter Agreement, dated February 24, 2021, between the Company and the Sponsor.

 

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10.5    Letter Agreement, dated February 24, 2021, between the Company and each of its officers and directors.
10.6    Letter Agreement, dated February 24, 2021, between the Company and Share Our Strength.
10.7    Indemnity Agreement, dated February 24, 2021, between the Company and Daniel H. Meyer.
10.8    Indemnity Agreement, dated February 24, 2021, between the Company and Adam D. Sokoloff.
10.9    Indemnity Agreement, dated February 24, 2021, between the Company and Tiffany F. Daniele.
10.10    Indemnity Agreement, dated February 24, 2021, between the Company and J. Kristofer Galashan.
10.11    Indemnity Agreement, dated February 24, 2021, between the Company and Lisa Skeete Tatum.
10.12    Indemnity Agreement, dated February 24, 2021, between the Company and Mark A. Leavitt.
10.13    Indemnity Agreement, dated February 24, 2021, between the Company and Walter E. Robb.
10.14    Indemnity Agreement, dated February 24, 2021, between the Company and Randy Garutti.
10.15    Indemnity Agreement, dated February 24, 2021, between the Company and Heidi S. Messer.
10.16    Indemnity Agreement, dated February 24, 2021, between the Company and Robert K. Steel.
10.17    Administrative Support Agreement, dated February 24, 2021, between the Company and the Sponsor.
99.1    Press Release, dated February 24, 2021.
99.2    Press Release, dated March 1, 2021.

 

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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: March 1, 2021   By:  

/s/ Adam D. Sokoloff

  Name:   Adam D. Sokoloff
  Title:   Chief Executive Officer