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As filed with the Securities and Exchange Commission on December 3, 2021

No. 333-258688

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2
to
FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

OLIVE VENTURES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of
incorporation or organization)

6199

(Primary Standard Industrial
Classification Code Number)

87-2017707

(I.R.S. Employer
Identification No.)

(312) 261-4801
222 South Riverside Plaza, Suite 950
Chicago, Illinois
60606

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Kevin Hovis
Olive Ventures Holdings, Inc.
222 South Riverside Plaza
Suite 950
Chicago, Illinois 60606
United States
(312) 261 4801

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Philippa Bond, P.C.
Jonathan Benloulou, P.C.
Kirkland & Ellis LLP
2049 Century Park East
Los Angeles, California 90067
United States
(310) 552 4200

Christopher M. Zochowski
Alain Dermarkar
Bradley A. Noojin
Shearman & Sterling LLP
401 9th Street, NW
Washington, DC 20004
(202) 508 8000

Approximate date of commencement of proposed sale to the public: As soon as practicable after. (i) this registration statement is declared effective and (ii) upon completion of the applicable transactions described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act of 1934 (“Exchange Act”).

	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated ☒			Smaller reporting company ☒
				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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

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CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities to be Registered	Amount to be Registered(1)		Proposed Maximum Offering Price Per Unit			Proposed Maximum Aggregate Offering Price(1)			Amount of Registration Fee
Class A Common Stock, par value $0.0001 per share(3)(4)		34,500,000		$	9.82(2)		$	338,790,000.00		$	36,961.99
Warrants to purchase shares of Class A Common Stock(5)		21,850,000		$	0.65(6)		$	14,202,500.00		$	1,549.49
Class A Common Stock issuable upon exercise of warrants(4)(7)		21,850,000		$	11.50(8)		$	251,275,000.00		$	27,414.10
TOTAL							$	604,267,500.00		$	65,925.58

(1)

All securities being registered will be issued by Olive Ventures Holdings, Inc., a newly incorporated Delaware corporation (“PubCo”).

(2)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the shares of Class A Common Stock of MDH Acquisition Corp., a Delaware corporation (“MDH”), to be merged with and into MDH Merger Sub Inc., a wholly owned subsidiary of PubCo, upon consummation of the business combination, on The New York Stock Exchange (the “NYSE”) on August 6, 2021 ($9.82 per share). August 6, 2021 was the date for which the most recent reported high and low prices of the MDH Class A Common Stock were available prior to the initial filing of this registration statement (such date being within five business days of the date that this registration statement was first filed with the Securities and Exchange Commission (the “SEC”)). This calculation is in accordance with Rule 457(f)(1) and Rule 457(c) of the Securities Act of 1933, as amended.

(3)

The number of shares of Class A Common Stock of PubCo, par value $0.0001 per share (the “PubCo Class A Common Stock”), being registered includes (i) up to 27,600,000 shares of MDH Class A Common Stock that were sold pursuant to MDH’s Registration Statement on Form S-1 (File No. 333-252107) as part of the units in MDH’s IPO (the “public shares”), which will automatically convert into shares of PubCo Class A Common Stock in connection with the business combination described in the proxy statement/prospectus forming part of this registration statement, and (ii) 6,900,000 shares of PubCo Class A Common Stock representing 6,900,000 shares of MDH Class B Common Stock that were originally issued in a private placement to MDIH Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), all of which will automatically convert into shares of PubCo Class A Common Stock in connection with the business combination described in the proxy statement/prospectus forming part of this registration statement.

(4)

Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

(5)

The number of warrants being registered includes (i) 13,800,000 warrants to acquire shares of MDH Class A Common Stock that were sold as part of the units in MDH’s IPO, (ii) 6,550,000 warrants to acquire shares of MDH Class A Common Stock that were originally sold to the Sponsor in a private placement and (iii) up to 1,500,000 warrants to acquire shares of MDH Class A Common Stock converted from up to $1,500,000 of loans provided by Sponsor to MDH at a price of $1.00 per warrant. All such MDH warrants will automatically convert into warrants to acquire shares of PubCo Class A Common Stock in connection with the business combination described in the proxy statement/prospectus forming part of this registration statement.

(6)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the public warrants on the NYSE on August 6, 2021, in accordance with Rule 457(f)(1). August 6, 2021 was the date for which the most recent reported high and low prices of the public warrants were available prior to the initial filing of this registration statement (such date being within five business days of the date that this registration statement was first filed with the SEC).

(7)

Reflects the shares of PubCo Class A Common Stock that may be issued upon exercise of the warrants.

(8)

Calculated pursuant to Rule 457(g) under the Securities Act, based on the exercise price of the warrants.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this proxy statement/prospectus is not complete and may be changed. Olive Ventures Holdings, Inc. may not issue the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is declared effective. This proxy statement/prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED DECEMBER 3, 2021

PROXY STATEMENT FOR

SPECIAL MEETING OF STOCKHOLDERS OF MDH ACQUISITION CORP.

PROSPECTUS FOR
34,500,000 SHARES OF CLASS A COMMON STOCK
21,850,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK AND
21,850,000 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS OF

OLIVE VENTURES HOLDINGS, INC.

The board of directors of MDH Acquisition Corp., a Delaware corporation (“MDH”), has unanimously approved the Business Combination Agreement (as it may be further amended, restated, modified and/or supplemented from time to time), dated as of July 21, 2021 (the “Business Combination Agreement”) by and among Paylink Holdings, Inc., a Delaware corporation (“Blocker”), Olive Ventures Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Blocker (“Pubco”), Milestone Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“Milestone Merger Sub”), MDH Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“MDH Merger Sub” and, together with Milestone Merger Sub, “Merger Subs”), Normandy Holdco LLC, a Delaware limited liability company (“Blocker Owner”), CF OMS, LLC, a Delaware limited liability company (“CF OMS”) and OP Group Holdings, LLC, a Delaware limited liability company (together with its subsidiaries, “OP Group”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A. The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination.” You are being asked to vote on, among other proposals the Business Combination Proposal, the Organizational Document Proposal, the Equity Incentive Plan Proposal and the NYSE Proposal.

Pursuant to the Business Combination Agreement, among other transactions, MDH Merger Sub will merge with and into MDH, with MDH surviving the MDH Merger as a wholly-owned subsidiary of PubCo (the “MDH Merger”) resulting in the reorganization of the combined post-Business Combination company into an umbrella partnership C corporation (or “Up-C”) structure. Under the Up-C structure, substantially all of the assets and the business of PubCo will be held by OP Group and its subsidiaries, and PubCo’s only direct assets will consist of its ownership of OP Group Common Units through PubCo’s wholly-owned subsidiaries.

Accordingly, the accompanying prospectus covers 34,500,000 shares of PubCo Class A Common Stock, 21,850,000 warrants to acquire shares of PubCo Class A Common Stock and 21,850,000 shares of PubCo Class A Common Stock issuable upon exercise of warrants.

MDH units are listed on the New York Stock Exchange (the “NYSE”) under the symbol “MDH.U”. The MDH Class A Common Stock under the symbol “MDH” and warrants under the symbol “MDH.WS” are separately listed on the NYSE. On August 6, 2021, the closing sale prices of MDH Units, MDH Class A Common Stock and MDH Public Warrants were $10.12, $9.81 and $0.65, respectively. PubCo intends to apply for the listing of the common stock and warrants of PubCo on the NYSE following the completion of the Business Combination under the symbols “OLV” and “OLV.WS,” respectively.

Pursuant to the Business Combination Agreement, (1) each share of MDH Class A Common Stock held by the Public Stockholders will be converted into one share of PubCo Class A Common Stock; (2) each share of MDH Class B Common Stock held by the Sponsor will be converted into one share of PubCo Class A Common Stock; (3) each MDH Public Warrant held by the MDH Public Warrant holders will be converted into one PubCo Public Warrant; and (4) each MDH Private Placement Warrant and MDH Working Capital Warrant held by the Sponsor will be converted into one PubCo Private Placement Warrant. Accordingly, upon completion of the Business Combination and assuming no Public Stockholders exercise redemption rights in connection with the Closing, the Public Stockholders will hold 27,600,000 shares of PubCo Class A Common Stock, the Sponsor will hold 6,900,000 shares of PubCo Class A Common Stock, the MDH Public Warrant holders will hold 13,800,000 PubCo Public Warrants and the Sponsor will hold 8,050,000 PubCo Private Placement Warrants.

It is anticipated that, upon completion of the Business Combination and assuming no Public Stockholders exercise redemption rights in connection with the Closing, PubCo’s ownership will be as follows: (1) the Public Stockholders will own approximately 23.4% of PubCo Common Stock; (2) Sponsor will own approximately 1.5% of PubCo Common Stock; (3) the PIPE Investors will own approximately 1.3% of PubCo Common Stock; and (4) OP Group Equity holders will own approximately 73.8% of PubCo Common Stock.

Additionally, upon completion of the Business Combination, PubCo will consolidate OP Group, but will not own 100% of the economic interests in OP Group due to CF OMS owning its economic interest directly in OP Group.

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Assuming no Public Stockholders exercise redemption rights in connection with the Closing, PubCo will have a controlling interest in OP Group equal to 63.1%.

The accompanying proxy statement/prospectus provides shareholders of MDH with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of MDH. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 65 of the accompanying proxy statement/prospectus.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the transactions described in the accompanying proxy statement/prospectus, passed upon the merits or fairness of the business combination or related transactions or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement/prospectus. Any representation to the contrary constitutes a criminal offense.

The accompanying proxy statement/prospectus is dated , 2021 and is first being mailed to the stockholders of MDH on or about

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MDH ACQUISITION CORP.
600 N. Carroll Ave., Suite 100
Southlake, Texas 76092

To the Stockholders of MDH Acquisition Corp.:

You are cordially invited to attend a special meeting in lieu of the 2021 annual meeting of stockholders (the “Special Meeting”) of MDH Acquisition Corp. (“MDH”), which will be held virtually at , Eastern Time, on , 2021, at . In light of ongoing developments related to the novel coronavirus, after careful consideration, we have determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance while safeguarding the health and safety of our stockholders, directors and management team. You or your proxyholder will be able to attend and vote at the Special Meeting by visiting and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.

On July 21, 2021, MDH entered into the Business Combination Agreement with PubCo, Milestone Merger Sub, MDH Merger Sub, Blocker, Blocker Owner, CF OMS, LLC and OP Group, which is attached to this proxy statement/prospectus as Annex A, pursuant to which, among other transactions, the Business Combination will be consummated, resulting in the reorganization of the combined post-Business Combination company into an Up-C structure. Under the Up-C structure, substantially all of the assets and the business of PubCo will be held by OP Group and its subsidiaries, and PubCo’s only assets will consist of its ownership of OP Group Company Units through PubCo’s wholly-owned subsidiaries.

As described in this proxy statement/prospectus, MDH’s stockholders are being asked to consider and vote upon (among other things) the Business Combination and the other proposals set forth herein.

In connection with the execution of the Business Combination Agreement, (i) PubCo entered into subscription agreements with certain investors (the “Subscription Agreements”), pursuant to which such investors have agreed to purchase in connection with the Closing an aggregate of 1,500,000 shares of Class A Common Stock, par value $0.0001 per share, of PubCo (the “PubCo Class A Common Stock”) for a purchase price of $10.00 per share, for an aggregate purchase price of $15,000,000 (together, the “PIPE Investment”). The obligations of each party to consummate the PIPE Investment are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement.

The Business Combination Agreement provides that, among other things and upon the terms and conditions thereof, the following transactions will occur:

•

at the closing of the Business Combination (the “Closing”), prior to the Effective Time (defined below), OP Group’s limited liability company agreement (the “Original LLCA”) will be amended and restated in order to, among other things, (i) revise the capitalization of OP Group, (ii) amend and restate the rights and preferences of the OP Group Company Units, (iii) create or authorize the creation of the OP Group Common Units and OP Group Earnout Units, (iv) provide for the exchange of OP Group Common Units for PubCo Class A Common Stock, and (v) provide for the potential conversion of OP Group Earnout Units into OP Group Common Units, in each case as set forth in the Company A&R LLC Agreement;

•

immediately prior to or substantially concurrently with the Blocker Effective Time, the PIPE Investment will be consummated pursuant to the Subscription Agreements and PubCo will receive $15,000,000 in proceeds from the PIPE Investment (the “PIPE Proceeds”), and thereafter PubCo will contribute a portion of the PIPE Proceeds equal to the Blocker Cash Consideration Amount ($13,000,000) to Milestone Merger Sub;

•

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Blocker Merger, all of the outstanding equity of Blocker shall be converted into the right of Blocker Owner to receive (i) a number of shares of PubCo Class A Common Stock equal to the Blocker Share Consideration Amount, (ii) up to 2,500,000 additional shares of PubCo Class A Common Stock, (iii) the Blocker Cash Consideration Amount and (iv) payments and certain rights under the Tax Receivable Agreement;

•

immediately following the Blocker Merger, in accordance with the DGCL, MDH Merger Sub will merge with and into MDH, with MDH as the surviving company and a wholly-owned subsidiary of PubCo (the “MDH Merger”, and together with the Blocker Merger, the “Mergers”). In connection with the MDH Merger, (i) each share of MDH Class A Common Stock and MDH Class B Common Stock outstanding immediately prior to the consummation of the MDH Merger will be converted into one share of PubCo Class A Common Stock and (ii) each MDH Warrant outstanding as of immediately prior to the consummation of the Transaction will be exchanged for a PubCo Warrant exercisable for shares of PubCo Class A Common Stock;

•

immediately following the MDH Merger, CF OMS will pay to PubCo an amount equal to the aggregate par value thereof for (i) a number of shares of vested PubCo Class B Common Stock equal to the CF OMS Share Consideration Amount, which number of shares of PubCo Class B Common Stock shall be equal to the number of OP Group Common Units held by CF OMS after giving effect to the Transaction and (ii) 2,500,000 shares of unvested PubCo Class B Common Stock, which number of shares of PubCo Class B Common Stock shall be equal to the number of OP Group Earnout Units held by CF OMS (collectively, the “CF OMS Class B Purchase”);

•

immediately following the CF OMS Class B Purchase, PubCo shall contribute to MDH all the remaining cash of PubCo (the “MDH Contribution”);

•

immediately following the MDH Contribution, CF OMS shall sell to MDH a number of OP Group Common Units (valued at $10.00 per OP Group Common Unit) (such sale, the “CF OMS Sale”) in exchange for (i) the CF OMS Cash Consideration Amount ($8,000,000) and (ii) payments and certain rights under the Tax Receivable Agreement; and

•

immediately following the CF OMS Sale, MDH shall contribute to OP Group all the remaining cash of MDH (such contribution, the “OP Group Contribution”) in exchange for (i) a number of OP Group Common Units equal to (a) the aggregate number of vested shares of PubCo Class A Common Stock outstanding as of the time of such sale (including shares issued in connection with the Mergers and the PIPE Investment (defined below) (discussed in further detail below)) less (b) all OP Group Common Units held by Blocker or already held by MDH as a result of the CF OMS Sale, and (ii) 5,175,000 OP Group Earnout Units (which will convert into the requisite number of OP Group Common Units upon the occurrence of a Sponsor Earnout Milestone or a Subsequent Transaction in order to maintain the one-to-one ratio of (a) the number of outstanding PubCo Class A Shares and (b) the number of OP Group Common Units held by MDH as a wholly owned subsidiary of PubCo following the MDH Merger) in accordance with the Sponsor Letter Agreement and the Company A&R LLC Agreement).

In accordance with the Business Combination Agreement, Blocker Owner and CF OMS shall have the right to receive additional consideration from PubCo based on the performance of the PubCo Class A Common Stock stock price following the Closing.

As part of the Business Combination Agreement, Blocker Owner shall receive up to 2,500,000 shares of PubCo Class A Common Stock to the extent the requirements set forth in the earnout provisions of the Business Combination Agreement are satisfied. Specifically, Blocker Owner’s right to receive such shares after the Closing will be based upon the PubCo Class A Common Stock stock price during the seven years following the Closing:

•

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•

As part of the Business Combination Agreement, immediately prior to the Blocker Merger, and in connection with the execution of the amended and restated limited liability company agreement of OP Group, CF OMS shall receive 2,500,000 unvested OP Group Earnout Units and a corresponding number of unvested PubCo Class B Common Stock, which OP Group Earnout Units and PubCo Class B Common Stock will vest to the extent the requirements set forth in the earnout provisions of the Company A&R LLC Agreement Business Combination Agreement are satisfied. Specifically, such shares will vest based upon the post-closing performance of PubCo Class A Common Stock stock price during the seven years following the Closing:

•

if, during the seven years following the Closing, the volume weighted average price of PubCo Class A Common Stock is greater than or equal to $13.00 over any 20 trading days within any 30 consecutive trading days, then (i) 1,250,000 of the OP Group Earnout Units will convert into OP Group Common Units, (ii) 1,250,000 PubCo Class B Common Stock will vest and (iii) at the election of CF OMS, such OP Group Common Units and shares of PubCo Class B Common Stock may be exchanged for 1,250,000 shares of PubCo Class A Common Stock; and

•

if, during the seven years following the Closing, the volume weighted average price of PubCo Class A Common Stock is greater than or equal to $17.00 over any 20 trading days within any 30 consecutive trading days, then (i) the remaining 1,250,000 of the OP Group Earnout Units will convert into OP Group Common Units, (ii) 1,250,000 PubCo Class B Common Stock will vest and (iii) at the election of CF OMS, such OP Group Common Units and shares may be exchanged for 1,250,000 shares of PubCo Class A Common Stock.

Notwithstanding the foregoing, if PubCo directly or indirectly consummates a Subsequent Transaction during the seven years following the Closing, then (i) Blocker Owner will be entitled to receive the entirety of the 2,500,000 shares of PubCo Class A Common Stock referenced above and (ii) all of CF OMS’ OP Group Earnout Units and shares of PubCo Class B Common Stock shall fully convert or vest, as the case may be, in each case, upon the consummation of the Subsequent Transaction.

Pursuant to the Business Combination Agreement and the Sponsor Letter Agreement:

•

MDH Stockholders will have the right to receive in connection with the MDH Merger, (i) one share of PubCo Class A Common Stock in exchange for each share of MDH Class A Common Stock outstanding immediately prior to the Effective Time, and (ii) one PubCo Warrant exercisable for shares of PubCo Class A Common Stock in exchange for each MDH Warrant outstanding immediately prior to the Effective Time (the “MDH Merger Consideration”);

•

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In order to maintain the one-to-one ratio of the Up-C structure between (i) the number of OP Group Common Units owned by PubCo, directly or indirectly, and the number of outstanding shares of PubCo Class A Common Stock, and (ii) the number of outstanding shares of PubCo Class B Common Stock held by any person or entity (other than PubCo or its wholly owned subsidiaries) and the number of OP Group Common Units and OP Group Earnout Units held by such person or entity, in accordance with the Business Combination Agreement, Sponsor Letter Agreement and Company A&R LLC Agreement, following the Closing, (a) each of Blocker (a wholly owned subsidiary of PubCo after the Blocker Merger) and CF OMS will hold OP Group Earnout Units that convert into the requisite and equivalent number of OP Group Common Units upon the occurrence of a Seller Earnout Milestone or a Subsequent Transaction and (b) MDH (a wholly owned subsidiary of PubCo after the MDH Merger) will hold OP Group Earnout Units that convert into the requisite and equivalent number of OP Group Common Units upon the occurrence of a Sponsor Earnout Milestone or a Subsequent Transaction.

MDH Units, MDH Class A Common Stock and MDH Public Warrants (each as defined below) are traded on the New York Stock Exchange (the “NYSE”) under the symbols “MDH.U”, “MDH” and “MDH.WS”, respectively. On , 2021, the closing sale prices of MDH Units, MDH Class A Common Stock and MDH Public Warrants were $ , $ and $ , respectively. At the closing of the Business Combination, the MDH Units will separate into their component shares of MDH Class A Common Stock and MDH Public Warrants so that the MDH Units will no longer trade. PubCo intends to apply for the listing of its shares of PubCo Class A Common Stock and PubCo Public Warrants (each as defined below) on the NYSE following the completion of the Business Combination under the symbols “OLV” and “OLV.WS,” respectively. PubCo will not have units traded following the Closing nor will the OP Group Company Units or the shares of PubCo Class B Common Stock (each as defined below) be publicly traded.

Only holders of record of shares of Class A common stock, par value $0.0001 per share (the “MDH Class A Common Stock”) and shares of Class B common stock, par value $0.0001 per share (the “MDH Class B Common Stock”), at the close of business on , 2021 (the “record date”) are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of MDH’s stockholders of record entitled to vote at the Special Meeting will be available for 10 days before the Special Meeting at MDH’s principal executive offices for inspection by MDH’s stockholders during ordinary business hours for any purpose germane to the Special Meeting and electronically during the Special Meeting at .

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Special Meeting. We urge you to carefully read this entire document and the documents incorporated herein by reference. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 65 of this proxy statement/prospectus.

After careful consideration, MDH’s board of directors (the “MDH Board”) has unanimously approved the Business Combination Agreement and the Business Combination and determined that each of the proposals to be presented at the Special Meeting is fair to, advisable, and in the best interests of MDH and its stockholders, and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

Your vote is very important. To ensure your representation at the Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to participate in the Special Meeting. Submitting a proxy now will NOT prevent you from being able to vote online during the virtual Special Meeting. If you hold your shares in “street name”, you should instruct

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your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

On behalf of the MDH Board, I would like to thank you for your support of MDH and look forward to a successful completion of the Business Combination.

Very truly yours,

Beau Blair
Chief Executive Officer
MDH Acquisition Corp.

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted in favor of each of the proposals.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD SHARES OF MDH CLASS A COMMON STOCK THROUGH MDH UNITS, ELECT TO SEPARATE YOUR MDH UNITS INTO THE UNDERLYING MDH CLASS A COMMON STOCK AND MDH PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (3) DELIVER YOUR SHARES OF MDH CLASS A COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN YOUR SHARES OF MDH CLASS A COMMON STOCK WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD YOUR SHARES OF MDH CLASS A COMMON STOCK IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW SUCH SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “SPECIAL MEETING OF THE STOCKHOLDERS — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated , 2021 and is first being mailed to the stockholders of MDH on or about , 2021.

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MDH ACQUISITION CORP.
600 N. Carroll Ave., Suite 100
Southlake, Texas 76092

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF MDH ACQUISITION CORP.
TO BE HELD ON , 2021

TO THE STOCKHOLDERS OF MDH ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of MDH Acquisition Corp., a Delaware corporation (“MDH”), will be held at 10:00 am, Eastern Time, on , 2021. In light of ongoing developments related to the novel coronavirus, after careful consideration, we have determined that the Special Meeting will be a virtual meeting conducted exclusively via live webcast in order to facilitate stockholder attendance while safeguarding the health and safety of our stockholders, directors and management team. You are cordially invited to attend the Special Meeting online by visiting and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.

At the Special Meeting, you will be asked to consider and vote on the following proposals:

(1)

Proposal 1 — The Business Combination Proposal — To adopt and approve the Business Combination Agreement, dated as of July 21, 2021 (as it may be further amended, restated, modified and/or supplemented from time to time, the “Business Combination Agreement”), entered into by and among MDH Acquisition Corp., a Delaware corporation (“MDH”), Paylink Holdings Inc., a Delaware corporation (“Blocker”), Olive Ventures Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Blocker (“PubCo”), Milestone Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“Milestone Merger Sub”), MDH Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“MDH Merger Sub” and, together with Milestone Merger Sub, “Merger Subs”), Normandy Holdco LLC, a Delaware limited liability company (“Blocker Owner”), CF OMS LLC, a Delaware limited liability company (“CF OMS”) and OP Group Holdings, LLC, a Delaware limited liability company (together with its subsidiaries, “OP Group”), and the transactions contemplated by the Business Combination Agreement (collectively, the “Business Combination”), including the MDH Merger (defined below), which provides for, among other things, an Up-C reorganization of OP Group whereby, subject to the satisfaction or waiver of certain conditions set forth therein, MDH Merger Sub will merge with and into MDH, with MDH as the surviving company and a wholly-owned subsidiary of PubCo (the “MDH Merger”), and PubCo will control OP Group through the board of managers of OP Group, which managers are to be the same as the members of the PubCo Board. We refer to this proposal as the “Business Combination Proposal.”

(2)

Proposal 2 — The Organizational Document Proposal — To approve and adopt, assuming the Business Combination Proposal is approved and adopted, the amended and restated certificate of incorporation of PubCo (the “Proposed PubCo Charter”), which, if approved, would take effect upon the Closing (we refer to this proposal as the “Organizational Document Proposal”).

(3)

Proposal No. 3(A) — (D) — the Advisory Charter Proposals — To approve and adopt, on a non-binding advisory basis, certain governance provisions in the Proposed PubCo Charter, which are being presented separately in accordance with SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as 4 sub-proposals (which we refer to, collectively, as the “Advisory Charter Proposals”):

•

Proposal No. 3(A): to establish PubCo’s capital structure, authorizing (i) 200,000,000 shares of preferred stock, par value $0.0001 per share, (ii) 500,000,000 shares of PubCo Class A Common Stock, par value $0.0001 per share and (iii) 300,000,000 shares of PubCo Class B Common Stock, par value $0.0001 per share (we refer to this as “Advisory Charter Proposal A”);

•

Proposal No. 3(B): to provide that each member of the board of directors of PubCo will be elected at an annual meeting of the stockholders of PubCo held at such date and time and at such

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place, if any, within or outside the State of Delaware as may be fixed by the board of directors of PubCo or a duly authorized committee thereof. Each elected director shall hold office until the next annual meeting and until his successor shall be elected and duly qualified, or his earlier death, resignation, retirement, disqualification or removal from office (we refer to this as “Advisory Charter Proposal B”);

•

Proposal No. 3(C): to provide that, unless PubCo consents in writing to the selection of an alternative forum, the sole and exclusive forum, to the fullest extent permitted by law, for (1) any derivative action or proceeding brought on PubCo’s behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of PubCo’s directors, officers, employees or agents or PubCo’s stockholders, (3) any action asserting a claim against PubCo or any director or officer arising pursuant to any provision of the DGCL, (4) any action to interpret, apply, enforce or determine the validity of the Proposed PubCo Charter or Proposed PubCo Bylaws, or (5) any other action asserting a claim that is governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware or federal court located within the State of Delaware if the Court of Chancery does not have jurisdiction, in all cases subject to the court’s having jurisdiction over indispensable parties named as defendants. Subject to the foregoing, unless PubCo consents in writing to the selection of an alternate forum, the federal courts will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. The Proposed PubCo Charter will not address or apply to claims that arise under the Exchange Act; however, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring any interest in PubCo Capital Stock will be deemed to have notice of and consented to this exclusive forum provision in the Proposed PubCo Charter (we refer to this as “Advisory Charter Proposal C”); and

•

Proposal No. 3(D): to provide that certain provisions of the Proposed PubCo Charter are subject to certain provisions of the Investor Rights Agreement (as defined below) (we refer this herein as “Advisory Charter Proposal D”).

(4)

Proposal No. 4 — The NYSE Proposal — To approve, assuming the Business Combination Proposal and the Organizational Document Proposal are approved and adopted, for purposes of complying with Listing Rule 312.03 of the New York Stock Exchange (the “NYSE”), the issuance of shares of PubCo Common Stock in connection with the Business Combination and the PIPE Investment (we refer to this proposal as the “NYSE Proposal” and, collectively with the Business Combination Proposal and the Organizational Document Proposal, the “Condition Precedent Proposals”);

(5)

Proposal No. 5 — The Equity Incentive Plan Proposal — To approve the 2021 Omnibus Incentive Plan, a copy of which is in substantially the form attached to this proxy statement/prospectus as Annex J (we refer to this proposal as the “Equity Incentive Plan Proposal”); and

(6)

Proposal No. 6 — The Adjournment Proposal — To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the Condition Precedent Proposals, the Equity Incentive Plan Proposal or the Advisory Charter Proposals (we refer to this proposal as the “Adjournment Proposal”).

The above matters are more fully described in the accompanying proxy statement/prospectus, which also includes, as Annex A, a copy of the Business Combination Agreement. We urge you to carefully read the accompanying proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements.

The record date for the Special Meeting is , 2021. Only holders of record of shares of MDH Class A Common Stock and shares of MDH Class B Common Stock at the close of business on the record date are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of MDH’s stockholders of record entitled to vote at the Special Meeting will be available for 10 days before the Special Meeting at MDH’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting and electronically during the Special Meeting at .

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The MDH Class A Common Stock and MDH Public Warrants are currently listed on the NYSE under the symbols “MDH” and “MDH.WS,” respectively. Certain of our shares of MDH Class A Common Stock and MDH Public Warrants currently trade as MDH Units consisting of one share of MDH Class A Common Stock and one-half of one redeemable MDH Public Warrant, and are listed on the NYSE under the symbol “MDH.U.” The MDH Units will automatically separate into component securities of PubCo upon consummation of the Business Combination and, as a result, will no longer trade as an independent security. PubCo intends to apply for listing the shares of the PubCo Class A Common Stock and PubCo Public Warrants on the NYSE under the symbols “OLV” and “OLV.WS,” respectively, upon the Closing.

Pursuant to MDH’s Second Amended and Restated Charter (the “Existing MDH Charter”), a holder of shares of MDH Class A Common Stock (a “public stockholder”) may request that MDH redeem all or a portion of its shares of MDH Class A Common Stock for cash if the Business Combination is consummated. You will be entitled to receive cash for any shares of MDH Class A Common Stock to be redeemed only if you:

(a)

(i) hold shares of MDH Class A Common Stock or (ii) hold shares of MDH Class A Common Stock through MDH Units and you elect to separate your MDH Units into the underlying shares of MDH Class A Common Stock and MDH Public Warrants prior to exercising your redemption rights with respect to the shares of MDH Class A Common Stock; and

(b)

prior to , Eastern Time, on , 2021 (two business days prior to the vote at the Special Meeting), (i) submit a written request to Continental Stock Transfer & Trust Company, MDH’s transfer agent (the “transfer agent”), that MDH redeem your shares of MDH Class A Common Stock for cash and (ii) deliver your shares of MDH Class A Common Stock to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders of MDH Units must elect to separate the underlying shares of MDH Class A Common Stock and MDH Public Warrants prior to exercising redemption rights with respect to the shares of MDH Class A Common Stock. MDH has not issued fractional MDH Warrants other than as part of MDH Units, each of which is comprised of one share of MDH Class A Common Stock and one-half of one MDH Public Warrant. If, upon the detachment of MDH Public Warrants from MDH Units or otherwise, a holder of MDH Warrants would be entitled to receive a fractional MDH Warrant, MDH will round down to the nearest whole number of MDH Warrants to be issued to such holder. If holders hold their MDH Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the MDH Units into the underlying shares of MDH Class A Common Stock and MDH Public Warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. A holder of the MDH Public Warrants will not be able to exercise any fraction of a MDH Warrant. Public Stockholders may elect to redeem all or a portion of their shares of MDH Class A Common Stock even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the shares of MDH Class A Common Stock will not be redeemed for cash. If a public stockholder properly exercises its right to redeem its shares of MDH Class A Common Stock and timely delivers its shares to the transfer agent, we will redeem each Public Share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (the “Trust Account”) established in connection with MDH’s initial public offering (the “IPO”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding shares of MDH Class A Common Stock. As of , 2021, this would have amounted to approximately $ per share of MDH Class A Common Stock. If a public stockholder exercises its redemption rights, then it will be exchanging its redeemed shares of MDH Class A Common Stock for cash and will no longer own such shares. Any request to redeem shares of MDH Class A Common Stock, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. Furthermore, if a holder of a public share delivers its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in this proxy statement/prospectus. We will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “Special Meeting of the Stockholders — Redemption Rights” in the

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accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your shares of MDH Class A Common Stock for cash.

Notwithstanding the foregoing, a holder of shares of MDH Class A Common Stock, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its shares of MDH Class A Common Stock with respect to more than an aggregate of 15% of the shares of MDH Class A Common Stock, without MDH’s prior consent. Accordingly, if a public stockholder, alone or acting in concert as a group, seeks to redeem more than 15% of the shares of MDH Class A Common Stock, then any such shares in excess of that 15% limitation would not be redeemed for cash, without our prior consent.

Under the Business Combination Agreement, the approval of each of the Business Combination Proposal, Organizational Document Proposal and NYSE Proposal (collectively, the “Conditions Precedent Proposals”) is a condition to the consummation of the Business Combination. The adoption of each Condition Precedent Proposal is conditioned on the approval of all of the Condition Precedent Proposals. The Advisory Charter Proposals, Equity Incentive Plan Proposal and the Adjournment Proposal are not conditioned on the approval of any other proposal. If our stockholders do not approve each of the Condition Precedent Proposals, the Business Combination may not be consummated.

•

Approval of the Business Combination Proposal and the Organizational Document Proposal require the affirmative vote (in person or by proxy) of holders of a majority of the outstanding shares of MDH Class A Common Stock and MDH Class B Common Stock entitled to vote thereon at the Special Meeting, voting as a single class.

•

Each of the Advisory Charter Proposals, the NYSE Proposal, Equity Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the votes cast by holders of shares of MDH Class A Common Stock and MDH Class B Common Stock present in person (which would include presence at the virtual Special Meeting) or by proxy at the Special Meeting and entitled to vote thereon, voting as a single class.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination Agreement, the Business Combination and each of the proposals. We urge you to read the accompanying proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares of MDH Common Stock, please contact , our proxy solicitor, by calling , or banks and brokers can call collect at , or by emailing . This notice of Special Meeting and the proxy statement/prospectus are available at .

By Order of the Board of Directors

Beau Blair
Chief Executive Officer
, 2021

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FREQUENTLY USED TERMS

Definitions

In this document:

“Adjournment Proposal” means the proposal to be considered at the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by MDH that more time is necessary or appropriate to approve one or more proposals at the Special Meeting.

“Available Closing Date Cash” means, as of immediately prior to the Closing, an aggregate amount equal to the sum of (without duplication) (i) the cash in the Trust Account (after reduction for the aggregate amount of payments required to be made in connection with the Redemptions), plus (ii) the amount of the PIPE Investment, plus (iii) Cash on Hand, net of Transaction Expenses.

“Blocker” refers to Paylink Holdings, Inc., a Delaware corporation.

“Blocker Cash Consideration Amount” means the amount of cash equal to $13,000,000.

“Blocker Owner” refers to Normandy Holdco LLC, a Delaware limited liability company.

“Blocker Share Consideration Amount” means 43,475,000 PubCo Class A Shares.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of July 21, 2021, by and among MDH, PubCo, Milestone Merger Sub, MDH Merger Sub, Blocker, Blocker Owner, CF OMS and OP Group, as it may be amended, restated, modified and/or supplemented from time to time. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

“Business Combination Proposal” means the proposal to be considered at the Special Meeting to adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the MDH Merger.

“Cash on Hand” means all cash of the OP Group (including deposits in transit that have not yet cleared and net of all amount in respect of outstanding checks (issued but uncleared)).

“CF OMS” refers to CF OMS, LLC, a Delaware limited liability company.

“CF OMS Cash Consideration Amount” means the amount of cash equal to $8,000,000.

“CF OMS Share Consideration Amount” means 43,475,000 PubCo Class B Shares paired with 43,475,000 OP Group Common Units.

“Closing” means the closing of the Business Combination.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company A&R LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of OP Group to be entered into between OP Group, CF OMS, Blocker, Blocker Owner (for purposes of Section 12.1 only), MDH, Sponsor, PubCo, and each other person who is or at any time becomes a member in accordance with the terms of this Company A&R LLC Agreement and the DLLCA, immediately prior to the completion of the Business Combination. The form of Company A&R LLC Agreement is attached to this proxy statement/prospectus as Annex C.

“DGCL” means the Delaware General Corporation Law, as amended.

“Digital Platform” means OP Group’s platform for the sale and distribution of vehicle protection plans and other product sales. It is one of two reporting segments of OP Group.

“DLLCA” means the Delaware Limited Liability Company Act, as amended.

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“DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.

“Earnout Milestone” means the occurrence of a Seller Earnout Milestone and/or a Sponsor Earnout Milestone.

“Equity Incentive Plan Proposal” means the proposal to be considered at the Special Meeting to approve the 2021 Omnibus Incentive Plan.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Existing MDH Bylaws” means the bylaws of MDH.

“Existing MDH Charter” means the second amended and restated certificate of incorporation of MDH, dated as of February 1, 2021.

“Founder Shares” means the 6,900,000 currently outstanding shares of MDH Class B Common Stock purchased by the Sponsor.

“GAAP” means U.S. generally accepted accounting principles.

“KBW” means Keefe, Bruyette & Woods, Inc., as representative of the underwriters in the IPO and as PIPE Investment placement agent.

“IPO” means MDH’s initial public offering of its units, common stock and warrants pursuant to a registration statement on Form S-1 declared effective by the SEC on February 4, 2021 (SEC File No. 333-252107).

“Investor Rights Agreement” means the Investor Rights Agreement to be entered into between PubCo, CF OMS, Blocker Owner and Sponsor, upon the completion of the Business Combination. The form of Investor Rights Agreement is attached to this proxy statement/prospectus as Annex D.

“Lock-Up Agreement” means the Lock-Up Agreement to be entered into between PubCo and each of the holders thereto, including CF OMS, Blocker Owner and Sponsor, upon the completion of the Business Combination. The form of Lock-Up Agreement is attached to this proxy statement/prospectus as Annex E.

“MDH” means MDH Acquisition Corp., a Delaware corporation.

“MDH Board” means the board of directors of MDH.

“MDH Class A Common Stock” means the shares of Class A common stock of MDH, par value $0.0001 per share.

“MDH Class B Common Stock” means the shares of Class B common stock of MDH, par value $0.0001 per share.

“MDH Class A Shares” means the shares of MDH Class A Common Stock.

“MDH Class B Shares” means the shares of MDH Class B Common Stock.

“MDH Common Stock” means the shares of MDH Class A Common Stock and MDH Class B Common Stock.

“MDH Merger Sub” means MDH Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of PubCo.

“MDH Private Placement Warrants” means the 6,550,000 private placement warrants, each entitling the holder thereof to purchase one MDH Class A Share for $11.50 per share, purchased by the Sponsor for a purchase price of $6,550,000, or $1.00 per warrant.

“MDH Public Warrantholders” means the holders of the MDH Public Warrants.

“MDH Public Warrants” means the MDH Warrants sold in the IPO (whether they were purchased in the IPO as part of the MDH Unit or thereafter in the open market).

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“MDH Shares” means the shares of MDH Class A Common Stock and MDH Class B Common Stock.

“MDH Stockholders” means any person holding MDH Shares.

“MDH Units” means the units sold in the IPO (including pursuant to the overallotment option), with each MDH Unit consisting of one MDH Class A Share and one-half of a redeemable MDH Warrant.

“MDH Warrant” means a warrant exercisable for a MDH Class A Share, whether a MDH Public Warrant, a MDH Private Placement Warrant or a MDH Working Capital Warrant. Each whole MDH Warrant entitles the holder thereof to purchase one share of MDH Class A Common Stock at a price of $11.50 per share.

“MDH Working Capital Warrants” means warrants of MDH, each entitling the holder thereof to purchase one MDH Class A Share for $11.50 per share issuable to Sponsor upon the conversion of certain working capital loans made to MDH Sponsor prior to the Business Combination at a price of $1.00 per warrant.

“MDH Public Warrantholders” means the holders of the MDH Public Warrants.

“Merger Subs” means MDH Merger Sub and Milestone Merger Sub.

“Milestone” means (i) with respect to Blocker Owner and CF OMS, the definition of Milestone in the Business Combination Agreement and (ii) with respect to Sponsor, the definition of Milestone in the Sponsor Letter Agreement.

“Milestone Merger Sub” means Milestone Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of PubCo.

“NYSE” means the New York Stock Exchange.

“NYSE Proposal” means the proposal to approve, in accordance with Section 312.03 of the Listing Rules Manual of the NYSE, the issuance of shares of PubCo Common Stock pursuant to the Subscription Agreements and Business Combination Agreement in connection with the PIPE Investment and the Business Combination.

“OP Group” means OP Group Holdings, LLC, a Delaware limited liability company, and its subsidiaries.

“OP Group Common Units” means the common units of limited liability company interests issued under the Company A&R LLC Agreement, including by way of dividend or other distribution, split, recapitalization, merger, rollup transaction, consolidation, conversion or reorganization. OP Group Common Units exclude any OP Group Earnout Units prior to their conversion into OP Group Common Units upon the occurrence of a Vesting Event (as defined in the Company A&R LLC Agreement).

“OP Group Company Units” means the OP Group Common Units and the OP Group Earnout Units.

“OP Group Earnout Units” means an aggregate of: (a) 1,250,000 Series 2 Earnout Units (as defined in the Company A&R LLC Agreement) and 1,250,000 Series 4 Earnout Units (as defined in the Company A&R LLC Agreement) issued to CF OMS; (b) 1,250,000 Series 2 Earnout Units and 1,250,000 Series 4 Earnout Units issued to the Surviving Blocker; and (c) 1,725,000 Series 1 Earnout Units (as defined in the Company A&R LLC Agreement), 1,725,000 Series 3 Earnout Units (as defined in the Company A&R LLC Agreement) and 1,725,000 Series 5 Earnout Units (as defined in the Company A&R LLC Agreement) issued to Surviving MDH; which Earnout Units may be converted into an equal number of OP Group Common Units upon the occurrence of the Milestones set forth in Section 3.3 of the Business Combination Agreement or the Sponsor Letter Agreement, as applicable, and in accordance with the terms of the Company A&R LLC Agreement.

“OP Group Equityholders” means (i) prior to the Business Combination, CF OMS and Blocker and (ii) following the Business Combination, PubCo, CF OMS, Blocker and MDH.

“Oppenheimer” means Oppenheimer & Co., Inc., as representative of the underwriters in the IPO and as PIPE Investment placement agent.

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“Payment Services” means OP Group’s payment plan and payment processing services operation. It is one of two reporting segments of OP Group.

“PIPE Investment” means an aggregate of 1,500,000 shares of PubCo Class A Common Stock for a purchase price of $10.00 per share, for an aggregate purchase price of $15,000,000 that the PIPE Investors have agreed to purchase pursuant to the Subscription Agreements.

“PIPE Investors” means the subscribers that agreed to purchase shares of PubCo Class A Common Stock at the Closing pursuant to the PIPE Investment, including, without limitation, as reflected in the Subscription Agreements.

“Private Placement” means the purchase by Sponsor of the MDH Private Placement Warrants, concurrent with the IPO.

“Proposals” refers collectively to (i) the Business Combination Proposal, (ii) the Organizational Document Proposal, (iii) the Advisory Charter Proposals, (iv) the NYSE Proposal, (v) the Equity Incentive Plan Proposal and (vi) the Adjournment Proposal.

“Proposed PubCo Bylaws” means the amended and restated bylaws of PubCo to take effect upon the Closing, a form of which is attached hereto as Annex B-2.

“Proposed PubCo Charter” means the amended and restated certificate of incorporation of PubCo which, if approved, would take effect upon the Closing, a form of which is attached hereto as Annex B-1.

“PubCo” means Olive Ventures Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Blocker.

“PubCo Board” means the board of directors of PubCo.

“PubCo Class A Common Stock” means the shares of Class A common stock of PubCo, par value $0.0001 per share.

“PubCo Class B Common Stock” means the shares of Class B common stock of PubCo, par value $0.0001 per share.

“PubCo Class A Shares” means the shares of PubCo Class A Common Stock.

“PubCo Class B Shares” means the shares of Class B Common Stock.

“PubCo Common Stock” means the shares of PubCo Class A Common Stock and PubCo Class B Common Stock, collectively.

“PubCo Parties” means, collectively, PubCo, Milestone Merger Sub and MDH Merger Sub.

“PubCo Private Placement Warrants” are the warrants for PubCo Class A Common Stock (which shall be in the identical form of MDH Private Placement Warrants and MDH Working Capital Warrants but in the name of PubCo.

“PubCo Public Warrant” means the warrants for PubCo Class A Common Stock (which shall be in the identical form of redeemable MDH Public Warrants which were sold as part of the IPO, but in the name of PubCo).

“PubCo Warrants” means the PubCo Public Warrants and the PubCo Private Placement Warrants.

“Public Stockholders” means the holders of MDH Class A Common Stock that were sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).

“Public Shares” means shares of MDH’s Class A Common Stock sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).

“Record Date” means , 2021.

“Redemption” means the redemption of Public Shares for the Redemption Price.

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“Registration Rights Agreement” means the Registration Rights Agreement to be entered into between PubCo, CF OMS, Blocker Owner, the Sponsor and certain other holders of PubCo Common Stock, upon the completion of the Business Combination. The form of Registration Rights Agreement is attached to this proxy statement/prospectus as Annex F.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Seller Earnout Milestone” means the occurrence of the following events with respect to the PubCo Class A Common Stock: (i) the volume-weighted average closing sale price of PubCo Class A Common Stock Price is greater than or equal to $13.00 for any 20 trading days within any 30 consecutive trading day period (such time when the foregoing is first satisfied, the “$13.00 Earnout Milestone”); and (ii) the volume-weighted average closing sale price of PubCo Class A Common Stock Price is greater than or equal to $17.00 for any 20 trading days within any 30 consecutive trading day period (such time when the foregoing is first satisfied, the “$17.00 Earnout Milestone”).

“Seller Earnout Shares” means up to (i) 2,500,000 shares of PubCo Class A Common Stock that are to be issued to Blocker Owner and (ii) 2,500,000 unvested shares of PubCo Class B Common Stock that are to be issued to CF OMS, in connection with the Transactions that, in each case, have contingent earnout requirements as set forth in the Business Combination Agreement.

“Sponsor” means MDIH Sponsor LLC, a Delaware limited liability company.

“Sponsor Earnout Milestone” means the occurrence of the following events with respect to the PubCo Class A Common Stock: (i) the volume-weighted average closing sale price of PubCo Class A Common Stock Price is greater than or equal to $12.00 for any 20 trading days within any 30 consecutive trading day period (such time when the foregoing is first satisfied, the “$12.00 Earnout Milestone”); (ii) the volume-weighted average closing sale price of PubCo Class A Common Stock Price is greater than or equal to $13.50 for any 20 trading days within any 30 consecutive trading day period (such time when the foregoing is first satisfied, the “$13.50 Earnout Milestone”); and (iii) the volume-weighted average closing sale price of PubCo Class A Common Stock price is greater than or equal to $17.00 for any 20 trading days within any 30 consecutive trading day period (such time when the foregoing is first satisfied, the “$17.00 Earnout Milestone”).

“Sponsor Earnout Shares” means the 5,175,000 shares of PubCo Class A Common Stock that are to be issued to Sponsor in connection with the Transactions that have contingent earnout requirements as set forth in the Sponsor Letter Agreement.

“Sponsor Letter Agreement” means the Sponsor Letter Agreement, dated as of July 21, 2021, by and between Sponsor, MDH, PubCo and OP Group.

“Stifel” means Stifel, Nicolaus & Company, Incorporated, as representative of the underwriters in the IPO.

“Subscription Agreements” means the Subscription Agreements, dated July 21, 2021, entered into between MDH and each of the PIPE Investors for the PIPE Investment.

“Subsequent Transaction” means (a) any person or any group of persons acting together which would constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act or any successor provisions thereto (excluding (i) CF OMS, Blocker Owner, Sponsor and their respective Affiliates, or (ii) a person owned, directly or indirectly, by the PubCo stockholders in substantially the same proportions as their ownership of stock of PubCo) is or becomes the beneficial owner, directly or indirectly, of equity interests of PubCo representing more than 50% of the combined voting power of, or economic interests in, PubCo; (b) any sale, transfer, issuance, merger, liquidation, exchange offer or other transaction that results in the PubCo stockholders immediately prior to such transaction having beneficial ownership of less than 50% of the outstanding voting equity interests of PubCo, directly or indirectly, immediately following such transaction; (c) the majority of the board of directors of PubCo, after the Closing, is not comprised of individuals who were either (i) nominated in accordance with the Investor Rights Agreement or (ii) elected or nominated for election to the board of directors of PubCo with the affirmative votes of at least a majority

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of the directors of the PubCo board of directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to PubCo); or (d) any direct or indirect sale (including by way of a merger, consolidation, license, transfer, sale, spin-out or other business combination or similar transaction) of a majority of the assets of PubCo and its subsidiaries (measured as a whole by fair market value) to one or more persons in which the PubCo stockholders immediately prior to such transaction own less than 50% of the outstanding voting equity interests of such person or persons, directly or indirectly, immediately following such transaction.

“Tax Receivable Agreement” means the Tax Receivable Agreement to be entered into between PubCo, OP Group, CF OMS, Blocker Owner and MDH, upon the completion of the Business Combination. The form of Tax Receivable Agreement is attached to this proxy statement/prospectus as Annex G.

“Transaction Expenses” means to the extent not paid prior to the Closing by MDH, the PubCo Parties, CF OMS, Blocker, Blocker Owner or OP Group: (a) all fees, costs and expenses incurred or payable by MDH or the Sponsor through the Closing in an amount not to exceed $16,000,000 (other than the fees listed in clauses (c) through (f) herein); (b) all fees, costs and expenses incurred or payable by OP Group, the Blocker Owner, the PubCo Parties, CF OMS or the Blocker through the Closing in an amount not to exceed $25,000,000 (other than the fees listed in clauses (c) through (f) herein); (c) any fees, costs and expenses incurred or payable by MDH, the Sponsor, the Blocker Owner, Blocker, the PubCo Parties, CF OMS or OP Group through the Closing in connection with the PIPE Investment and Subscription Agreements; (d) all fees, costs and expenses paid or payable pursuant to the D&O tail policy; (e) any change in control, retention bonus, transaction bonus or other similar payment, and the employer portion of any payroll taxes in respect thereof (subject to certain exceptions), payable to any current or former employee, individual independent contractor, director, officer or individual consultant of Blocker or OP Group or any of its subsidiaries as a result of the consummation of the Transactions; and (f) all fees, costs and expenses paid or payable to the Transfer Agent, to the extent related to the Transactions.

“Transactions” means the transactions contemplated by the Business Combination Agreement and the Ancillary Agreements.

“Transfer Agent” means Continental Stock Transfer & Trust Company.

“Trust Account” means the trust account established by MDH pursuant to the Trust Agreement with Continental Stock Transfer & Trust Company acting as trustee, in which $276,000,000 was placed upon the closing of the IPO and the Private Placement.

“Warrant Agreement” means the Warrant Agreement, dated as of February 1, 2021, by and between MDH and the Transfer Agent.

Share Calculations and Ownership Percentages

Unless otherwise specified (including in the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities” beginning on pages 176 and 260, respectively, of this proxy statement/prospectus), the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to PubCo’s stockholders following the Closing are for illustrative purposes only and assume the following:

No Public Stockholders exercise their Redemption Rights in connection with the Closing, and the balance of the Trust Account as of the Closing is the same as its balance on September 30, 2021 of $276.0 million. Please see the section entitled “Special Meeting of the Stockholders — Redemption Rights” beginning on page 108 of this proxy statement/prospectus.

No MDH Warrants will be exercised and the PubCo Warrants remain outstanding immediately following the Closing.

All OP Group Common Units held by persons other than PubCo are exchanged for PubCo Class A Shares at such time (in tandem with the cancellation of the paired PubCo Class B Shares) (even if not yet permitted under the terms of the Company A&R LLC Agreement). Please see

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this proxy statement/prospectus may be considered forward-looking statements. Forward-looking statements generally relate to future events or MDH’s or PubCo future financial or operating performance. For example, projections of future Adjusted EBITDA and other metrics are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

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MDH’s ability to complete the Business Combination, or, if MDH does not consummate the Business Combination, any other initial business combination;

•

the benefits of the Business Combination;

•

the future financial performance of PubCo following the Business Combination;

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expansion plans and opportunities; and

•

MDH’s potential ability to obtain financing to complete the Business Combination.

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by MDH and its management, and PubCo and its management, as the case may be, are inherently uncertain. There can be no assurance that future developments affecting MDH and PubCo will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our 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 uncertainties include, but are not limited to, the items in the following list, which summarizes some of the principal risks relating to the Business Combination and MDH’s and PubCo’s businesses:

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the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination;

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the outcome of any legal proceedings that may be instituted against MDH, the combined company or others following the announcement of the Business Combination and any definitive agreements with respect thereto;

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the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of MDH, to obtain financing to complete the Business Combination or to satisfy other conditions to Closing;

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changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination;

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the ability to meet stock exchange listing standards following the consummation of the Business Combination;

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the risk that the Business Combination disrupts current plans and operations of OP Group as a result of the announcement and consummation of the Business Combination;

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the ability of PubCo to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees;

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costs related to the Business Combination;

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changes in applicable laws or regulations;

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the possibility that OP Group or the combined company may be adversely affected by other economic, business, or competitive factors;

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PubCo’s estimates of expenses and profitability;

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ability to raise financing in the future;

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success in retaining or recruiting, or changes required in, PubCo’s and OP Group’s officers, key employees or directors following the Business Combination;

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PubCo’s public securities’ potential liquidity and trading;

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the requirements of being a public company, including compliance with the SEC’s requirements regarding internal controls over financial reporting, may strain PubCo’s resources and divert management’s attention, and the increases in legal, accounting and compliance expenses that will result from the Business Combination may be greater than anticipated;

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litigation and the ability to adequately protect OP Group’s intellectual property rights; and

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other factors relating to the business, operations and financial performance of OP Group detailed under the section entitled “Risk Factors” herein.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Neither MDH nor PubCo undertake any 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. Before a MDH stockholder grants its proxy or instructs how its votes should be cast or vote on the Proposals set forth in this proxy statement/prospectus, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect MDH or PubCo.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including the Business Combination. The following questions and answers do not include all the information that is important to our stockholders. MDH urges its stockholders to read carefully this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

Why am I receiving this proxy statement?

MDH is proposing to consummate a business combination with OP Group. MDH, MDH Merger Sub, Milestone Merger Sub, Blocker, Blocker Owner, PubCo and OP Group have entered into the Business Combination Agreement, the terms of which are described in this proxy statement/prospectus. You are being asked to consider and vote, among other things, on the Business Combination. The Business Combination Agreement, among other things, provides for an Up-C reorganization of OP Group whereby, among other things, subject to the satisfaction or waiver of certain conditions set forth therein, MDH Merger Sub will merge with and into MDH, with MDH as the surviving company and a wholly-owned subsidiary of PubCo, and PubCo will control OP Group through the board of managers of OP Group.

Approval of the Business Combination Proposal requires the affirmative vote (in person (which would include presence at the virtual Special Meeting) or by proxy) of holders of a majority of the outstanding shares of MDH Class A Common Stock and MDH Class B Common Stock entitled to vote thereon at the Special Meeting, voting as a single class.

YOUR VOTE IS IMPORTANT. STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

Why is MDH proposing the Business Combination?

MDH was organized to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities. See “The Business Combination Proposal — General; Structure of the Business Combination.”

What will Blocker Owner, CF OMS, Sponsor, MDH Public Stockholders and MDH Public Warrantholders receive in return for the acquisition of OP Group by MDH?

The consideration each party will receive will be as follows:

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MDH Stockholders will have the right to receive in connection with the MDH Merger, (i) one share of PubCo Class A Common Stock in exchange for each share of MDH Common Stock outstanding immediately prior to the Effective Time, and (ii) one PubCo Warrant exercisable for shares of PubCo Class A Common Stock in exchange for each MDH Warrant outstanding immediately prior to the Effective Time (the “MDH Merger Consideration”). Based on an assumed value of $10.00 per share of PubCo Class A Common Stock and assuming no Public Stockholders exercise redemption rights in connection with the Closing, the aggregate value of consideration that the Public Stockholders will receive for their shares is $276,000,000. In addition, MDH Public Warrantholders will receive PubCo Public Warrants with an exercise price of $11.50; however, depending on the price of PubCo Class A Common Stock following the Business Combination, such warrants may have no value and may expire worthless or otherwise be redeemed in accordance with their terms.

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will receive for its shares pursuant to the Business Combination is $17,250,000. In addition, Sponsor will receive PubCo Private Placement Warrants with an exercise price $11.50; however, depending on the price of PubCo Class A Common Stock following the Business Combination, such warrants may have no value and may expire worthless or otherwise be redeemed in accordance with their terms.

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Blocker Owner will receive: (i) 43,475,000 shares of PubCo Class A Common Stock; (ii) the Blocker Cash Consideration Amount ($13,000,000); (iii) certain rights as set forth in the Tax Receivable Agreement; and (iv) in the event of the occurrence of a Seller Earnout Milestone or Subsequent Transaction, up to 2,500,000 Seller Earnout Shares. Based on an assumed value of $10.00 per share of PubCo Class A Common Stock and assuming no Public Stockholders exercise redemption rights in connection with the Closing, the aggregate value of consideration that Blocker Owner will receive pursuant to the Business Combination is approximately $447,750,000.

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CF OMS will receive (i) 43,475,000 OP Group Common Units, paired with 43,475,000 shares of PubCo Class B Common Stock; (ii) the CF OMS Cash Consideration ($8,000,000); (iii) certain rights as set forth in the Tax Receivable Agreement; and (iv) in the event of the occurrence of a Seller Earnout Milestone or Subsequent Transaction, up to 2,500,000 OP Group Common Units, upon conversion of 2,500,000 OP Group Earnout Units and the vesting of up to 2,500,000 vested of PubCo Class B Common Stock. Based on an assumed value of $10.00 per share of PubCo Class A Common Stock and assuming no Public Stockholders exercise redemption rights in connection with the Closing, the aggregate value of consideration that CF OMS will receive pursuant to the Business Combination is approximately $442,750,000.

Will MDH obtain new equity financing in connection with the Business Combination?

Yes. In connection with the execution of the Business Combination Agreement, MDH, PubCo and certain investors entered into Subscription Agreements pursuant to which such investors have agreed to purchase as of immediately prior to the Closing an aggregate of 1,500,000 shares of PubCo Class A Common Stock, par value $0.0001 per share, of PubCo (the “PubCo Class A Common Stock”) for a purchase price of $10.00 per share, for an aggregate purchase price of $15,000,000 (together, the “PIPE Investment”). The obligations of each party to consummate the PIPE Investment are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement.

What are the principal differences between PubCo Class A Common Stock and PubCo Class B Common Stock that is proposed to be issued to certain persons in the Business Combination?

After the Business Combination, PubCo Class A Common Stock and PubCo Class B Common Stock will constitute all of the classes of common stock of PubCo and will possess all voting power for the election of directors of PubCo and all other matters requiring stockholder action. Holders of PubCo Class A Common Stock and PubCo Class B Common Stock will be entitled to one vote per share and at all times vote together as one class on all matters submitted to a vote of the stockholders of PubCo. The principal difference between PubCo Class A Common Stock and PubCo Class B Common Stock is that holders of PubCo Class B Common Stock will not be entitled (i) to receive dividends, if declared by the PubCo Board, or (ii) to receive any portion of any assets in respect of such shares upon the liquidation, dissolution, distribution of assets or winding-up of PubCo.

What voting interests will the current MDH Stockholders, Sponsor, the PIPE Investors and the OP Group Equityholders that are receiving shares of PubCo Common Stock as consideration in the Business Combination hold in PubCo immediately after the consummation of the Business Combination?

We anticipate that, upon completion of the Business Combination, the voting interests in PubCo will be as set forth in the table below.

	No redemption scenario				Maximum redemption scenario
(In thousands, except %)	Stock		Ownership %		Stock		Ownership %
CF OMS, LLC(1)		43,475		36.9%		43,475		40.05%
Normandy Holdco LLC(1)		43,475		36.9%		43,475		40.05%

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	No redemption scenario				Maximum redemption scenario
(In thousands, except %)	Stock		Ownership %		Stock		Ownership %
Public Stockholders(2)		27,600		23.4%		18,343		16.9%
PIPE Investors(3)		1,500		1.3%		1,500		1.4%
Sponsor(2)(4)		1,725		1.5%		1,725		1.6%
		117,775		100.0%		18,518		100.0%

(1)

Reflects 43,475,000 shares of PubCo Class A Common Stock received by Blocker Owner and 43,475,000 OP Group Common Units paired with 43,475,000 shares of PubCo Class B Common Stock received by CF OMS and assumes all OP Group Company Units held by persons other than PubCo are exchanged for PubCo Class A Shares at such time (in tandem with the cancellation of the paired PubCo Class B Shares) (even if not yet permitted under the terms of the Company A&R LLC Agreement). Amounts do not reflect up to 2,500,000 Seller Earnout Shares to be received by Blocker Owner and up to 2,500,000 OP Group Common Units to be received by CF OMS, each in the event of a Seller Earnout Milestone or Subsequent Transaction.

(2)

Assumes no MDH Warrants will be exercised and the PubCo Warrants remain outstanding immediately following the Closing and accordingly, does not reflect the Sponsor’s interest in any MDH Warrants.

(3)

Reflects the PIPE Investment consummated in accordance with its terms for $15.0 million with PubCo issuing 1,500,000 PubCo Class A Shares to the PIPE Investors.

(4)

Does not reflect the (i) exercise of any outstanding MDH Warrants and (ii) 5,175,000 shares of PubCo Class A Common Stock that are not vested and subject to forfeiture unless and until the occurrence of a Sponsor Earnout Milestone (as further described in the section entitled “Related Agreements — Sponsor Letter Agreement”) or Subsequent Transaction.

The share calculations and ownership percentages reflected above assume that other than the PIPE Investment, there are no other issuances of equity securities of PubCo prior to or in connection with the Closing, including any equity awards that may be issued under the 2021 Plan (as defined below) following the Business Combination. If the actual facts are different than the assumptions set forth above, the voting percentages set forth above will be different.

What is the Sponsor’s total potential ownership interest in PubCo, assuming the exercise and conversion of all securities?

Assuming the conversion and exercise of all securities, Sponsor would own 6,900,000 shares of PubCo Class A Common Stock, giving Sponsor a 5.4% ownership interest in PubCo. If not all securities are converted and exercised, then depending on the issuance and vesting of the Seller Earnout Shares, OP Group Earnout Units and Sponsor Earnout Shares, such ownership in PubCo will vary. The table set forth below shows the voting interests if only certain securities are exercised and converted and no other securities are converted or exercised.

	Assuming exercise of OP Group Earnout Units(1)				Assuming exercise of Seller Earnout Shares(2)				Assuming exercise of Sponsor Earnout Shares(3)
In thousands(4)	Shares of PubCo Common Stock		Ownership %		Shares of PubCo Common Stock		Ownership %		Shares of PubCo Common Stock		Ownership %
Public Stockholders		27,600		23.0%		27,600		23.0%		27,600		22.5%
Sponsor		1,725		1.4%		1,725		1.4%		6,900		5.6%
PIPE Investors(5)		1,500		1.2%		1,500		1.2%		1,500		1.2%
OP Group Equityholders		89,450		74.4%		89,450		74.4%		86,950		70.7%
Total		120,275		100.0%		120,275		100.0%		122,950		100.0%

(1)

Reflects the 2,500,000 OP Group Common Units that may be received by CF OMS in the event of a Seller Earnout Milestone or Subsequent Transaction.

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(2)

Reflects the 2,500,000 Seller Earnout Shares that may be received by Blocker Owner in the event of a Seller Earnout Milestone or Subsequent Transaction.

(3)

Reflects the 5,175,000 shares of PubCo Class A Common Stock that may be received by Sponsor (as further described in the section entitled “Related Agreements — Sponsor Letter Agreement”).

(4)

Assumes (i) no Public Stockholders exercise redemption rights in connection with the Closing, and (ii) the balance of the MDH’s Trust Account as of the Closing is the same as its balance on September 30, 2021 of $276.0 million.

(5)

Assumes consummation of the PIPE Investment in accordance with its terms for $15.0 million, with PubCo issuing 1,500,000 PubCo Class A Shares to the PIPE Investors.

What interests do the Sponsor, the officers, directors and advisors of MDH, and OP Group’s current owners have in the Business Combination?

In considering the recommendation of the MDH Board to vote in favor of the Business Combination, MDH Stockholders should be aware that the Sponsor, the officers, directors and advisors of MDH, and OP Group’s current owners have interests in the Business Combination that are different from, or in addition to, those of the other MDH Stockholders generally. The MDH Board was aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to the MDH Stockholders that they approve the Business Combination. MDH Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

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the fact that the Sponsor has waived its right to redeem any of the MDH Class B Common Stock and Public Shares in connection with a stockholder vote to approve a proposed initial business combination;

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the fact that the Sponsor paid an aggregate of $25,000 for the MDH Class B Common Stock, which will convert into 6,900,000 shares of PubCo Class A Common Stock in accordance with the terms of the Business Combination Agreement and such securities may have a significantly higher value at the time of the Business Combination, estimated at approximately $ based on the closing price of $ per public share on the NYSE on , 2021;

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the fact that the Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the MDH Class B Common Stock if MDH fails to complete an initial business combination by February 4, 2023;

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the fact that the Sponsor paid $6,550,000 for 6,550,000 MDH Private Placement Warrants, each of such MDH Private Placement Warrants is exercisable commencing on the later of 12 months from the closing of the IPO and 30 days following the Closing for one share of MDH Class A Common Stock at $11.50 per share; if we do not consummate an initial business combination by February 4, 2023, then the proceeds from the sale of the MDH Private Placement Warrants will be part of the liquidating distribution to the Public Stockholders and the warrants held by the Sponsor will be worthless; the warrants held by the Sponsor had an aggregate market value of approximately $ based upon the closing price of $ per warrant on the NYSE on , 2021;

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if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below: (i) $10.00 per public share; or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

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the fact that the Sponsor and its affiliates have invested capital of MDH equal to $6,575,000, which is comprised of: (i) cash contributed in the amount of $25,000 by the Sponsor in connection with its purchase of the Founder Shares; and (ii) cash contributed by the Sponsor in the amount of $6,550,000 in exchange for 6,550,000 MDH Private Placement Warrants (the foregoing amount does not include up to $1,500,000 of working capital loans that may be convertible into private placement warrants at a price of $1.00 per warrant at the option of the lender);

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the fact that the Sponsor and its affiliates can earn a positive rate of return on their investment even if other MDH Stockholders experience a negative rate of return upon completion of the Business Combination because of the low-cost basis of the shares of MDH Common Stock held by Sponsor;

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the fact that Oppenheimer, PubCo’s PIPE Investment placement agent and an underwriter in the IPO, KBW, PubCo’s PIPE Investment placement agent and MDH’s financial advisor, and Stifel, MDH’s financial advisor and an underwriter in the IPO, will be entitled to receive a deferred underwriting commission, a placement agency fees and financial advisory fees, as applicable, upon completion of the Business Combination; and

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the fact that KBW and Stifel will receive upon completion of the Business Combination: (i) $9,660,000 in deferred underwriting commission (minus an underwriter rebate of $1,930,000); (ii) $2,000,000 in PIPE placement agency fees and financial advisory fees; and (iii) $2,930,000 in buy-side M&A placement agency fees and financial advisory fees.

Please also see the sections “Certain Relationships and Related Person Transactions” and “Beneficial Ownership of Securities” for more information on the interests and relationships of the Sponsor, MDH’s current officers and directors, and OP Group’s current owners.

How will PubCo be managed and governed following the Business Combination?

The business and affairs of PubCo will be managed under the direction of the PubCo Board. Following the Closing and pursuant to the Investor Rights Agreement (subject to certain step-down provisions as further described in the section entitled “The Business Combination Proposal — Related Agreements — Investor Rights Agreement”), the PubCo Board will include seven (7) directors, two of which will have been nominated by the Sponsor (each, a “Sponsor Director”), two of which will be independent and have been nominated by the Blocker Owner (each, a “Milestone Director”), two of which will be independent and have been nominated by CF OMS Owner (each, a “Fortress Director”), and one of which shall be the CEO of PubCo (the “CEO Director”). The initial Sponsor Directors will be Stephen Beard and Franklin McLarty and, the initial Milestone Directors will be John Shoemaker and Adam Curtin, the initial Fortress Directors will be David King and Hank Reeves, and the CEO Director will be Rebecca Howard. The Chairperson of the PubCo Board will initially be Franklin McLarty, and thereafter will be appointed by the PubCo Board. The Public Stockholders are not being asked to vote on the election of directors at the Special Meeting to which this proxy statement/prospectus relates. Subject to the terms of the Investor Rights Agreement and the Proposed PubCo Charter, the number of directors will be fixed by the PubCo Board. Please see the section entitled “Management of PubCo Following the Business Combination” for the names, ages and positions of each of the individuals who will serve as directors and officers of PubCo following the Business Combination.

How will OP Group be managed and governed following the Business Combination?

Pursuant to the Company A&R LLC Agreement, OP Group will be managed by a board of managers and such board of managers must be the same size as the PubCo Board and have the same members as the PubCo Board. Accordingly, the initial board of managers of OP Group will consist of seven (7) managers and those managers will be: Stephen Beard, Franklin McLarty, John Shoemaker, Adam Curtin, David King, Hank Reeves and Rebecca Howard. Pursuant to the Company A&R LLC Agreement, the chairperson of the board of managers of OP Group must be the same as the chairperson of the PubCo Board and accordingly, the initial chairperson of the OP Group’s board of managers will be Franklin McLarty. PubCo may remove any manager at any time; provided, that PubCo may not remove a manager who is also a director of PubCo.

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Please see the section entitled “Management of PubCo Following the Business Combination” for the names, ages and positions of each of the individuals who will serve as managers on the board of managers of OP Group following the Business Combination and the section entitled “Related Agreements — Company A&R LLC Agreement” for additional information regarding the management of OP Group following the Business Combination.

What factors did the MDH Board consider in connection with its decision to recommend voting in favor of the Business Combination?

The MDH Board considered a wide variety of factors in connection with its evaluation of the Business Combination Agreement and the Business Combination, including, but not limited to, the following:

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Well-Established Payments Platform. OP Group’s Payment Services is an established and industry leading payment services platform for vehicle and home service contracts with a 15-year track-record of profitability.

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Complementary Digital Platform Poised for Growth. OP Group’s Digital Platform provides consumers a convenient, digital means of purchasing vehicle protection plans without pressure and on their own terms.

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Established Revenue Base with Attractive Growth Profile. Together OP Group’s Payment Services and Digital Platform offer a profitable payment services platform with a next generation digital platform to tailor and sell vehicle protection plans in a way that resonates consumers.

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Large and Growing Total Addressable Market. The current total addressable market for OP Group’s Payment Services and Digital Platform’s services is estimated to be approximately $260 billion. This market is expected to continue to grow as consumers transition to digital transaction platforms, as the average length of ownership for vehicles increases, as the complexity of modern vehicles continues to drive increasing repair costs, and consumers have less income to pay increased repair costs.

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Valuation. The aggregate consideration payable in the Business Combination Agreement reflects an attractive valuation relative to publicly listed companies and recent precedent transactions in the private market with certain characteristics comparable to OP Group, end markets, growth profiles, and margin profiles. Taken together with OP Group’s and its Payment Services and Digital Platform businesses’ history of strong financial performance, projected revenue growth rate, high gross margins, and projected profitability, along with the caliber of investors involved in the PIPE Investment, MDH believes the Business Combination presented a compelling acquisition opportunity for MDH and its stockholders. In evaluating the financial aspects of the Business Combination, MDH’s board reviewed a variety of materials, including the management presentations, transaction documents, historical financial results of the business and projections prepared by OP Group’s management.

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Seasoned Management Team. The PayLink and Olive management teams, which will remain in place, bring veteran leadership and highly relevant industry experience. Rebecca Howard, who founded Payment Services in 2006 and Digital Platform in 2019, will continue as the CEO of PubCo.

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Continuing investment by blue-chip investors. OP Group’s existing investors, which are affiliates of funds managed by Fortress Investment Group and Milestone Partners, have agreed to roll over 100% of their existing common equity interests in OP Group (representing an overwhelming majority of their total equity interests in OP Group) directly or indirectly into the new public vehicle. Additionally, Old Republic Insurance and Ally Financial Inc., among others, have subscribed to purchase an aggregate of 1.5 million shares of PubCo in the PIPE Investment transaction.

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Likelihood of Closing the Business Combination. The belief of the MDH board of directors that a Business Combination between MDH and OP Group has a reasonable likelihood of closing without potential issues under applicable antitrust and competition laws, or potential issues from any regulatory authorities.

In the course of its deliberations, the MDH Board considered a variety of uncertainties, risks and other potentially negative reasons relevant to the Business Combination, including:

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The risk that the potential benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected time frame and the significant fees, expenses and time and effort of management associated with completing the Business Combination.

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The risk that the Business Combination and transactions contemplated thereby might not be consummated or completed in a timely manner or that the closing might not occur despite our best efforts, including by reason of a failure to obtain the approval of MDH’s stockholders, litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin the consummation of the Business Combination.

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Competition in the Payment Services and online vehicle protection plans market is intense and, as a result, PubCo may fail to attract and retain users, which may negatively impact Paylink’s or Olive’s operations and growth prospects.

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Economic downturns and market conditions beyond PubCo’s and OP Group’s control, including a recession or COVID-19 resurgence, could adversely affect its business, financial condition, results of operations and prospects.

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The requirements of being a public company, including compliance with the SEC’s requirements regarding internal controls over financial reporting, may strain OP Group’s resources and divert management’s attention, and the increases in legal, accounting and compliance expenses that will result from the Business Combination may be greater than anticipated.

•

OP Group’s Digital Platform’s marketing model may be subject to regulatory scrutiny.

•

OP Group may invest in or acquire other businesses, or may invest or spend the proceeds of the Business Combination in ways with which the investors may not agree or which may not yield a return, and Payment Services and/or Digital Platform businesses may suffer if they are unable to successfully integrate acquired businesses or otherwise manage the growth associated with multiple acquisitions.

After considering the foregoing potentially negative and potentially positive reasons, the MDH Board concluded, in its business judgment, that the potentially positive reasons relating to the Business Combination and the other related transactions outweighed the potentially negative reasons. In light of the complexity of those factors, the MDH Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of the MDH Board may have given different weight to different factors. For more information about the factors considered by the MDH Board, see the section entitled “The Business Combination Proposal — The MDH Board of Directors’ Reasons for the Approval of the Business Combination.”

What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

Upon the completion of the IPO, a total of $276,000,000 was placed in a Trust Account maintained by Continental Stock Transfer & Trust Company, acting as trustee. As of September 30, 2021, there were investments and cash held in the Trust Account of approximately $276.0 million. These funds will not be released until the earlier of the completion of our initial business combination and the redemption of our public shares if we are unable to complete an initial business combination by February 4, 2023, although we may withdraw the interest earned on the funds held in the Trust Account to pay taxes.

If the Business Combination Proposal is approved, MDH intends to use a portion of the funds held in the Trust Account to pay (a) any transaction costs associated with the Business Combination Agreement and Business Combination, (b) taxes and deferred underwriting discounts and commissions from the IPO, and (c) for any redemptions of Public Shares. The remaining balance in the Trust Account, together with proceeds from the PIPE Investment, will be used for general corporate purposes of PubCo. See the section entitled “The Business Combination Proposal” for additional information.

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Can PubCo redeem the PubCo Public Warrants?

Outstanding PubCo Public Warrants may be redeemed at any time after they become exercisable and prior to their expiration, at a price of $0.01 per PubCo Public Warrant, provided that the last reported sales price of the PubCo Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date PubCo sends the notice of Redemption to the PubCo Public Warrantholders. PubCo will not redeem the PubCo Public Warrants as described above unless a registration statement under the Securities Act covering the PubCo Class A Shares issuable upon exercise of such PubCo Public Warrants is effective and a current prospectus relating to those PubCo Class A Shares is available throughout the 30-day redemption period. If and when the PubCo Public Warrants become redeemable by PubCo, PubCo may exercise its redemption right even if PubCo is unable to register or qualify the PubCo Class A Shares for sale under all applicable state securities laws of the state of residence in those states in which the MDH Public Warrants were initially offered by MDH in its IPO. As a result, PubCo may redeem the PubCo Public Warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding PubCo Public Warrants could force you to (i) exercise your PubCo Public Warrants and pay the exercise price at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal Redemption Price which, at the time the outstanding warrants are called for Redemption, is likely to be substantially less than the market value of your PubCo Public Warrants. None of the PubCo Private Placement Warrants will be redeemable by PubCo so long as they are held by their initial purchasers or their permitted transferees. If the PubCo Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the PubCo Private Placement Warrants will be redeemable by PubCo in all redemption scenarios and exercisable by the holders on the same basis as the PubCo Public Warrants. As of , the most recent practicable date prior to the date of this proxy statement/prospectus, the last reported sale price of MDH Class A Common Stock (which will convert into PubCo Class A Common Stock upon completion of the Business Combination) was per share, which is below the threshold required for redemption.

In the event that PubCo elects to redeem your PubCo Public Warrants, we will fix a date for the redemption and a notice of redemption will then be mailed by first class mail, postage prepaid, not less than 30 days prior to the date fixed for redemption to the registered holders of the PubCo Public Warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the foregoing manner will be conclusively presumed to have been duly given whether or not the registered holder received such notice. Additionally, while we are required to provide such notice of redemption, we are not separately required to, and do not currently intend to, notify any holders of when the PubCo Public Warrants become eligible for redemption.

What happens if a substantial number of the Public Stockholders vote in favor of the Business Combination proposal and exercise their redemption rights?

Public Stockholders may vote in favor of the Business Combination and exercise their redemption rights. As of September 30, 2021, approximately 9.3 million MDH Class A Common Stock may be redeemed while still satisfying the Available Closing Date Cash requirement in the Business Combination Agreement. Satisfying the Available Closing Date Cash requirement is a condition to the obligation of the Blocker, the PubCo Parties, Blocker Owners, CF OMS and OP Group to complete the Business Combination; however, OP Group may waive this condition in whole or in part (as further described in the sections entitled “Related Agreements – Equity Ownership Upon Closing” and “Conditions to the Closing of the Business Combination — Conditions to the Obligations of OP Group, Blocker, the PubCo Parties, Blocker Owner, CF OMS”).

Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Stockholders are reduced as a result of redemptions by Public Stockholders. However, the consummation of the Business Combination is conditioned upon, among other things, approval by MDH’s stockholders of the Business Combination Agreement and the Business Combination. In addition, with fewer public shares and public stockholders, the trading market for PubCo Class A Common Stock may be less liquid than the market for shares of MDH

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Class A Common Stock was prior to consummation of the Business Combination and PubCo may not be able to meet the listing standards for the NYSE or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into PubCo’s business will be reduced.

What conditions must be satisfied to complete the Business Combination?

Unless waived by the parties to the Business Combination Agreement, and subject to applicable law, the consummation of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement including, among other things, (i) the waiting period (and any extension thereof) applicable to the consummation of the Transactions under the Hart-Scott-Rodino Antitrust Improvements Act (the “HSR Act”) shall have expired or been terminated, (ii) absence of any applicable law in effect that makes the consummation of the Transactions illegal or any governmental order in effect preventing the consummation of Transactions, (iii) required stockholder or member approvals from each of MDH, PubCo and Blocker, (iv) absence of a Material Adverse Effect in respect of OP Group, (v) the consummation of the PIPE Investment (and funding of the PIPE Investment Amount) prior to or substantially concurrently with the Closing, (vi) the effectiveness of the Registration Statement, (vii) the listing or approval for listing on NYSE of the PubCo Class A Common Stock and PubCo Public Warrants, (viii) the accuracy of the representations and warranties of OP Group and MDH as of the date of the Business Combination Agreement and as of the Closing (subject to customary materiality qualifiers), (ix) each of the covenants and agreements of OP Group and MDH to be performed or complied with under the Business Combination Agreement prior to or at Closing having been performed or complied with in all material respects, (x) the receipt of officer’s certificates from each of MDH, OP Group, Blocker, Blocker Owner and CF OMS that certain closing conditions have been satisfied, (xi) the delivery of closing deliverables and documentation, (xii) the remaining funds in the Trust Account that holds the proceeds that satisfy redemptions of the MDH Class A Common Stock in accordance with the Closing Consideration Schedule and (xiii) Available Closing Date Cash is, in the aggregate, at least $165,000,000. In addition, unless waived pursuant to the terms thereof by the parties so entitled to waive, and subject to applicable law, if any of these conditions are not satisfied, the Business Combination may not be consummated.

What happens if the Business Combination is not consummated?

If we are not able to complete the Business Combination or another initial business combination by February 4, 2023, unless otherwise extended, we will cease all operations except for the purpose of winding up and redeeming our public shares and liquidating the Trust Account, in which case the Public Stockholders may only receive approximately $10.00 per share and our warrants will expire worthless. In addition, the underwriters of the IPO, Stifel and Oppenheimer, agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event we do not complete our initial business combination within the required time period.

When do you expect the Business Combination to be completed?

It is currently anticipated that the Business Combination will be consummated as soon as practicable following the Special Meeting, which is set for ; however, (i) such meeting could be adjourned if the Adjournment Proposal is adopted by our stockholders at the Special Meeting and we elect to adjourn the Special Meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Condition Precedent Proposals has not been approved, and (ii) the Closing will not occur until all conditions set forth in the Business Combination Agreement are satisfied or waived. For a description of the conditions for the completion of the Business Combination, see “The Business Combination Proposal — The Business Combination Agreement — Conditions to the Closing of the Business Combination.”

What proposals are stockholders being asked to vote upon?

Under the Business Combination Agreement, the approval of the Condition Precedent Proposals is a condition to the consummation of the Business Combination. If the Public Stockholders do not approve each of the Condition Precedent Proposals, then the Business Combination may not be consummated.

In addition, as required by applicable SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, MDH is requesting that our

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stockholders vote upon, on a non-binding advisory basis, a proposal to approve certain provisions contained in the Proposed PubCo Charter that materially affect stockholder rights, which are different than the provisions contained in the Existing MDH Charter as reflected in the Proposed PubCo Charter if the Organizational Document Proposal is approved. See “The Organizational Document Proposal.” This separate vote is not otherwise required by Delaware law separate and apart from the Organizational Document Proposal, but pursuant to SEC guidance, MDH is required to submit these provisions to our stockholders separately for approval. However, the stockholder vote regarding these proposals are advisory votes, and are not binding on MDH or the MDH Board (separate and apart from the approval of the Organizational Document Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of the Advisory Charter Proposals (separate and apart from approval of the Organizational Document Proposal).

In addition, MDH is requesting that our stockholders vote upon a proposal to approve the 2021 Omnibus Incentive Plan. See “The Equity Incentive Plan Proposal.”

In addition to the foregoing proposals, the stockholders also may be asked to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates to permit further solicitation and vote of proxies if (i) based upon the tabulated vote at the time of the Special Meeting, each of the Condition Precedent Proposals has not been approved and/or (ii) MDH determines that one or more of the closing conditions under the Business Combination Agreement has not been satisfied. See “The Adjournment Proposal.”

MDH will hold the Special Meeting of our stockholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Special Meeting. Stockholders should read it carefully.

After careful consideration, the MDH Board has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and determined that the Business Combination Proposal, the Organizational Document Proposal, each of the Advisory Charter Proposals, the NYSE Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal is fair to, advisable and in the best interests of MDH and its stockholders and unanimously recommends that you vote “FOR” or give instruction to vote “FOR” each of these proposals.

The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of PubCo and its stockholders and what may be best for a director’s personal interests when determining to recommend that stockholders vote for the proposals. See the sections entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying proxy statement/prospectus for a further discussion.

THE VOTE OF STOCKHOLDERS IS IMPORTANT. STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

Do I have redemption rights?

If you are a holder of Public Shares, you have the right to request that MDH redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public Stockholders may elect to redeem all or a portion of their shares even if they vote for the Business Combination Proposal. We sometimes refer to these rights to elect to redeem all or a portion of the public shares into a pro rata portion of the cash held in the Trust Account as “redemption rights.” If you wish to exercise your redemption rights, please see the answer to the next question, “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such public stockholder or any other person with whom such public stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), seeks to redeem more than an aggregate of 15% of the public shares, without our prior consent, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

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Our initial stockholders entered into a letter agreement, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a business combination.

The consummation of the Business Combination is conditioned upon, among other things, approval by MDH’s stockholders of the Business Combination Agreement and the Business Combination. Unless waived, if any of these conditions are not satisfied, the Business Combination may not be consummated. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $165,000,000. See “The Business Combination Proposal — The Business Combination Agreement.”

How do I exercise my redemption rights?

If you are a holder of public shares and wish to exercise your right to redeem your public shares, you must:

(a)

hold public shares or hold public shares through units and elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

(b)

prior to , Eastern Time, on , 2021 (two business days prior to the vote at the special meeting) (a) submit a written request to the transfer agent that PubCo redeem your public shares for cash and (b) deliver your public shares to the transfer agent, physically or electronically through DTC.

The address of the transfer agent is listed under the question “Who can help answer my questions?” below.

Holders of units must elect to separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so.

Any holder of Public Shares will be entitled to request that their Public Shares be redeemed for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding Public Shares. As of , 2021, this would have amounted to approximately $ per Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of the Public Stockholders, regardless of whether such Public Stockholders vote for or against the Business Combination Proposal. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your redemption rights. We anticipate that the funds to be distributed to the Public Stockholders electing to redeem their Public Shares will be distributed promptly after the consummation of the Business Combination.

If you are a holder of Public Shares, you may exercise your redemption rights by submitting your request in writing to the transfer agent at the address listed at the end of this section.

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. If you deliver your shares for redemption to the transfer agent and later decide prior to Closing not to elect redemption, you may simply request that the transfer agent return the shares (physically or electronically). You may make such request by contacting the transfer agent at the phone number or address listed at the end of this section. We will be required to honor such request only if made prior to the deadline for exercising redemption requests.

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Any corrected or changed written exercise of redemption rights must be received by the transfer agent prior to the deadline for exercising redemption requests and, thereafter, with our consent, prior to Closing. No request for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent by , Eastern Time, on , 2021.

If a holder of Public Shares properly makes a request for redemption and the Public Shares are delivered as described above, then, if the Business Combination is consummated, MDH will redeem Public Shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. If you are a holder of Public Shares and you exercise your redemption rights, it will not result in the loss of any MDH Warrants that you may hold.

Will how I vote on the Business Combination proposal affect my ability to exercise redemption rights?

No. You may exercise your redemption rights irrespective of whether you vote your MDH Class A Common Stock for or against the Business Combination Proposal or any other proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by stockholders who will redeem their Public Shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of the NYSE.

If I am a holder of units, can I exercise redemption rights with respect to my units?

No. Holders of outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact the transfer agent directly and instruct them to do so. If you fail to cause your public shares to be separated and delivered to the transfer agent by , Eastern Time, on , 2021, you will not be able to exercise your redemption rights with respect to your public shares.

What are the United States federal income tax consequences of the MDH Merger to U.S. holders of MDH Common Stock and/or MDH Warrants?

As described more fully under the section entitled “Certain United States Federal Income Tax Considerations,” it is expected that the MDH Merger, taken together with certain related transactions, should qualify as an exchange governed by Section 351 of the Code such that the exchange of MDH Common Stock for PubCo Class A Common Stock pursuant to the MDH Merger generally qualifies as a tax-free exchange for U.S. federal income tax purposes (subject to possible gain recognition in respect of any PubCo Warrants received, as described below).

While the parties to the Business Combination Agreement intend for the MDH Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and intend to report the MDH Merger as so qualifying, the appropriate U.S. federal income tax treatment of the MDH Merger under Section 368(a), and related Sections, of the Code is uncertain because the requirements for qualification of the MDH Merger as a “reorganization” under Section 368 of the Code are more stringent in certain respects than the requirements for qualification as an exchange under Section 351 of the Code. If the transfer of MDH Warrants qualifies as part of a “reorganization” within the meaning of Section 368 of the Code, a U.S. holder of MDH Warrants generally should not recognize any gain or loss on any such transfer of MDH Warrants, and such U.S. holder’s basis in the PubCo Warrants received should be equal to the U.S. holder’s basis in its MDH Warrants transferred.

If the MDH Merger does not qualify as a “reorganization” within the meaning of Section 368 of the Code, a U.S. holder of MDH Warrants could be treated as transferring its MDH Warrants and shares of MDH Common Stock to the Company for PubCo Warrants and PubCo Class A Common Stock in an exchange governed only by Section 351 of the Code (and not by Section 368 of the Code). If so treated, a U.S. holder should be required to recognize gain (but not loss) in an amount equal to the lesser

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of (i) the amount of gain realized by such holder (generally, the excess of (x) the sum of the fair market values of the PubCo Warrants treated as received by such holder and the PubCo Class A Common Stock received by such holder over (y) such holder’s aggregate adjusted tax basis in the MDH Warrants and MDH Common Stock treated as having been exchanged therefor) and (ii) the fair market value of the PubCo Warrants treated as having been received by such holder in such exchange. Alternatively, the exchange of MDH Warrants for PubCo Warrants may be treated as a transaction distinct from the exchange of MDH Common Stock for PubCo Class A Common Stock such that a U.S. holder of MDH Warrants would be treated as exchanging such MDH Warrants for “new” warrants in a taxable exchange. If so treated, a U.S. holder would be required to recognize gain or loss in such deemed exchange in an amount equal to the difference between the fair market value of the PubCo Warrants held by such U.S. holder immediately following the MDH Merger and the adjusted tax basis of the MDH Warrants held by such U.S. holder immediately prior to the MDH Merger.

While not free from doubt, MDH and the Company intend to report the exchange of MDH Warrants for PubCo Warrants as qualifying as part of a “reorganization” within the meaning of Section 368 of the Code. U.S. holders of MDH Warrants are urged to consult with their tax advisors regarding the treatment of their exchange of MDH Warrants for PubCo Warrants in connection with the MDH Merger.

The summary above is qualified in its entirety by the more detailed discussion provided in the section entitled “Certain United States Federal Income Tax Considerations.” We urge you to consult your tax advisors regarding the tax consequences to you of the MDH Merger.

What are the United States federal income tax consequences of exercising my redemption rights?

The U.S. federal income tax consequences of the redemption depend on the particular facts and circumstances. Please see the section entitled “Certain United States Federal Income Tax Considerations.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

Do I have appraisal rights in connection with the proposed Business Combination?

No. Neither our stockholders nor our warrantholders have appraisal rights in connection with the Business Combination under the DGCL.

What do I need to do now?

MDH urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder and/or warrantholder of MDH Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

How do I vote?

The Special Meeting will be held via live webcast at a.m., Eastern Time, on , 2021, at . The Special Meeting can be accessed by visiting , where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Special Meeting by means of remote communication.

If you are a holder of record of shares of MDH Common Stock on the record date, you may vote at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote, obtain a proxy from your broker, bank or nominee.

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If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares.

Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote.

As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum. With respect to the proposals in this proxy statement/prospectus, broker non-votes will have the same effect as a vote “AGAINST” the Business Combination Proposal and the Organizational Document Proposal but will have no effect on the other proposals.

For the proposals in this proxy statement/prospectus, your broker will not have the discretionary authority to vote your shares. Accordingly, your bank, broker, or other nominee can vote your shares at the Special Meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.

When and where will the Special Meeting be held?

The Special Meeting will be held via live webcast at am, Eastern Time, on , 2021, at , unless the Special Meeting is adjourned. The Special Meeting can be accessed by visiting , where you will be able to listen to the Special Meeting live and vote during the Special Meeting. Please note that you will only be able to access the Special Meeting by means of remote communication.

Who is entitled to vote at the Special Meeting?

MDH has fixed , 2021 as the record date. If you were a stockholder of MDH at the close of business on the record date, you are entitled to vote on matters that come before the Special Meeting. However, a stockholder may only vote his or her shares if he or she is present in person (which would include presence at the virtual Special Meeting) or is represented by proxy at the Special Meeting.

How many votes do I have?

Our stockholders are entitled to one vote at the Special Meeting for each share of MDH Common Stock held of record as of the record date. As of the close of business on the record date, there were outstanding shares of MDH Common Stock, of which were outstanding shares of MDH Class A Common Stock.

What constitutes a quorum?

A quorum of the MDH Stockholders is necessary to hold a valid meeting. The presence (which would include presence at the virtual Special Meeting), in person or by proxy, of MDH Stockholders holding a majority of the voting power of all outstanding shares of MDH Common Stock entitled to vote at the Special Meeting constitutes a quorum at the Special Meeting. In the absence of a quorum, the

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chairperson of the Special Meeting has the power to adjourn the Special Meeting. As of the record date for the Special Meeting, shares of MDH Common Stock would be required to achieve a quorum.

What vote is required to approve each proposal at the Special Meeting?

The following vote is required for each proposal at the Special Meeting:

•

Business Combination Proposal: The approval of the Business Combination Proposal requires the affirmative vote (in person or by proxy) of holders of a majority of the outstanding shares of MDH Class A Common Stock and MDH Class B Common Stock entitled to vote thereon at the Special Meeting, voting as a single class.

•

Organizational Document Proposal: The approval of the Organizational Document Proposal requires the affirmative vote of holders of a majority of the outstanding shares of MDH Class A Common Stock and MDH Class B Common Stock entitled to vote thereon at the Special Meeting, voting as a single class.

•

Advisory Charter Proposals: The approval of each of the Advisory Charter Proposals, each of which is a non-binding advisory vote, requires the affirmative vote of a majority of the votes cast by holders of MDH Class A Common Stock and MDH Class B Common Stock present in person or represented by proxy and entitled to vote at the Special Meeting, voting as a single class.

•

NYSE Proposal: The approval of the NYSE Proposal requires the affirmative vote of a majority of the votes cast by holders of MDH Class A Common Stock and MDH Class B Common Stock present in person or represented by proxy and entitled to vote at the special meeting, voting as a single class.

•

Equity Incentive Plan Proposal: The approval of the Equity Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by holders of MDH Class A Common Stock and MDH Class B Common Stock present in person or represented by proxy and entitled to vote at the Special Meeting, voting as a single class.

•

Adjournment Proposal: The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of MDH Class A Common Stock and MDH Class B Common Stock present in person or represented by proxy and entitled to vote at the Special Meeting, voting as a single class.

What are the recommendations of the MDH Board?

The MDH Board believes that the Business Combination Proposal and the other proposals to be presented at the Special Meeting are in the best interest of MDH’s stockholders and unanimously recommends that our stockholders vote “FOR” the Business Combination Proposal, “FOR” the Organizational Document Proposal, “FOR” each of the separate Advisory Charter Proposals, “FOR” the NYSE Proposal, “FOR” the Equity Incentive Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Special Meeting.

The existence of financial and personal interests of MDH’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of MDH and its stockholders and what may be best for a director’s personal interests when determining to recommend that stockholders vote for the proposals. These conflicts of interest include, among other things, that if we do not consummate an initial business combination by February 4, 2023, we may be forced to liquidate, and the 6,900,000 founder shares, 6,550,000 private placement warrants owned by our Sponsor, of which our directors and officers are members, would be worthless. See the sections entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities” for more information.

How do our Sponsor and our officers and directors intend to vote their shares?

Pursuant to the terms of the letter agreement entered into at the time of the IPO, Sponsor and our officers and directors agreed to vote their Founder Shares and any Public Shares purchased by them, in

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favor of the Business Combination Proposal. As of the date of this proxy statement/prospectus, Sponsor and our officers and directors own an aggregate of 6,900,000 shares of MDH Common Stock, which in the aggregate represent 20% of our total outstanding shares on the date of this proxy statement/prospectus.

Are the proposals conditioned on one another?

Under the Business Combination Agreement, the approval of each of the Condition Precedent Proposals (i.e., the Business Combination Proposal, Organizational Document Proposal and NYSE Proposal) is a condition to the consummation of the Business Combination. The adoption of each Condition Precedent Proposal is conditioned on the approval of all of the Condition Precedent Proposals. Each of the Advisory Charter Proposals, the Equity Incentive Plan Proposal and the Adjournment Proposal are not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. If the MDH Stockholders do not approve each of the Condition Precedent Proposals, the Business Combination may not be consummated.

May our Sponsor and our officers, directors and advisors purchase public shares or warrants prior to the special meeting?

At any time prior to the Special Meeting, during a period when they are not then aware of any material non-public information regarding MDH or our securities, Sponsor, MDH’s officers, directors and advisors, OP Group and/or its respective affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of MDH Common Stock or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that the Proposals presented to MDH for approval at the Special Meeting are approved or to provide additional equity financing. Any such share purchases and other transactions may thereby increase the likelihood of obtaining MDH approval of the Business Combination. This may result in the completion of our Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.

Entering into any such incentive arrangements may have a depressive effect on shares of MDH Common Stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. MDH will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be voted on at the Special Meeting. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

What happens if I sell my shares of MDH Common Stock before the Special Meeting?

The record date for the Special Meeting is earlier than the date of the Special Meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of MDH Common Stock after the applicable record date, but before the Special Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the Special Meeting with respect to such shares, but the transferee, and not you, will have the ability to redeem such shares (if time permits).

How has the announcement of the Business Combination affected the trading price of MDH’s Class A Common Stock, warrants and units?

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On July 21, 2021, the last trading date before the public announcement of the Business Combination, MDH Class A Common Stock, MDH Public Warrants and MDH Units closed at $9.66, $10.03 and $0.83, respectively. On , 2021, the trading date immediately prior to the date of this proxy statement/prospectus, MDH Class A Common Stock, MDH Public Warrants and MDH Units closed at $ , $ and $ , respectively.

May I change my vote after I have mailed my signed proxy card?

Yes. Stockholders may send a later-dated, signed proxy card to MDH’s Secretary at 600 N. Carroll Ave., Suite 100, Southlake, Texas 76092 so that it is received by MDH’s secretary prior to the vote at the Special Meeting (which is scheduled to take place , 2021) or attend the Special Meeting in person (which would include presence at the virtual Special Meeting) and vote. Stockholders also may revoke their proxy by sending a notice of revocation to MDH’s Chief Executive Officer, which must be received by MDH’s Secretary prior to the vote at the Special Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

What happens if I fail to take any action with respect to the Special Meeting?

If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by stockholders and consummated, you will become a stockholder and/or warrantholder of PubCo. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will remain a stockholder and/or warrantholder of MDH. However, if you fail to take any action with respect to the Special Meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination, provided you follow the instructions in this proxy statement/prospectus for redeeming your shares.

What should I do with my stock certificates, warrant certificates and/or unit certificates?

Stockholders who exercise their redemption rights must deliver their stock certificates to the transfer agent (either physically or electronically) prior to a.m., Eastern Time, on , 2021 (two business days prior to the vote at the Special Meeting).

MDH Public Warrantholders should not submit the certificates relating to their warrants. Public Stockholders who do not elect to have their Public Shares redeemed for the pro rata share of the Trust Account should not submit the certificates relating to their Public Shares.

Upon effectiveness of the Business Combination, holders of MDH Common Stock and MDH Public Warrants will receive PubCo Class A Common Stock and PubCo Public Warrants without needing to take any action and accordingly such holders should not submit the certificates relating to their common stock and warrants. In addition, before the Closing, each outstanding MDH Unit (each of which consists of one share of MDH Class A Common Stock and one-half of one MDH Public Warrant to purchase one share of MDH Class A Common Stock) will be separated into its component share of MDH Class A Common Stock and MDH Public Warrant. For MDH Public Warrantholders who would be entitled to receive a fractional MDH Public Warrant, MDH will round down to the nearest whole number of MDH Public Warrants to be issued to such holders.

What should I do if I receive more than one set of voting materials?

Public Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your MDH Shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold MDH Shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of MDH Common Stock.

Who will solicit and pay the cost of soliciting proxies?

MDH will pay the cost of soliciting proxies for the special meeting. MDH has engaged (the

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“Proxy Solicitor”), to assist in the solicitation of proxies for the special meeting. MDH has agreed to pay the Proxy Solicitor a fee of $ , plus disbursements. MDH will reimburse the Proxy Solicitor for reasonable out-of-pocket expenses and will indemnify the Proxy Solicitor and its affiliates against certain claims, liabilities, losses, damages and expenses. MDH will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of MDH Class A Common Stock and MDH Class B Common Stock their expenses in forwarding soliciting materials to beneficial owners of MDH Class A Common Stock and MDH Class B Common Stock and in obtaining voting instructions from those owners. MDH’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Who can help answer my questions?

If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Tel:
Attn:

You also may obtain additional information about MDH from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your public shares (either physically or electronically) to the transfer agent at the address below prior to a.m., Eastern Time, on , 2021 (two business days prior to the vote at the Special Meeting). If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
E-mail: @continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Special Meeting, including the Business Combination, you should read this entire document carefully, including the Business Combination Agreement, attached as Annex A to this proxy statement/prospectus. The Business Combination Agreement is the legal document that governs the Business Combination and the other transactions that will be undertaken in connection therewith. The Business Combination Agreement is also described in detail in this proxy statement/prospectus in the section entitled “The Business Combination Agreement.” This proxy statement/prospectus also includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.”

Parties to the Business Combination

MDH

MDH is a blank check company incorporated as a Delaware corporation on July 9, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.

Class A Common Stock and Public Warrants are currently listed on the NYSE under the symbols “MDH” and “MDH.WS,” respectively. Certain of our shares of MDH Class A Common Stock and Public Warrants currently trade as units consisting of one share of MDH Class A Common Stock and one-half of one redeemable warrant, and are listed on the NYSE under the symbol “MDH.U.” MDH Units will automatically separate into component securities of PubCo upon consummation of the Business Combination and, as a result, will no longer trade as an independent security. PubCo intends to list PubCo Class A Common Stock and PubCo Public Warrants on the NYSE under the symbols “OLV” and “OLV.WS,” respectively, upon the Closing.

MDH’s principal executive offices are located at 600 N. Carroll Ave., Suite 100 Southlake, Texas 76092 and its phone number is (415) 968-4444.

PubCo

PubCo is a Delaware corporation formed on July 12, 2021. Following the Business Combination, PubCo intends to list the PubCo Class A Shares and PubCo Public Warrants on the NYSE.

PubCo’s principal executive offices are located at 222 S Riverside Plaza, Suite 950, Chicago, IL 60606 and its phone number is (312) 261-4801.

OP Group

OP Group Holdings, LLC, a Delaware limited liability company, together with its subsidiaries, is a leading player for online offerings and payment services for vehicle protection plans. Operating under the brand Olive.com, OP Group is a vertically integrated business that operates via two distinct business segments: Olive.com’s digital vehicle protection plan platform and PayLink Direct’s payment services operation that enable marketers of vehicle protection plans to provide consumers with payment plans.

OP Group’s principal executive offices are located at 222 S Riverside Plaza, Suite 950, Chicago, IL 60606 and its phone number is (312) 261-4801.

Summary of the Business Combination Agreement (page 114)

On July 21, 2021, MDH entered into the Business Combination Agreement with Paylink Holdings, Inc., a Delaware corporation (“Blocker”),Olive Ventures Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Blocker (“PubCo”), Milestone Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of PubCo, (“Milestone Merger Sub”), MDH Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of PubCo, (“MDH Merger Sub” and, together with Milestone Merger Sub, “Merger Subs”), Normandy Holdco LLC, a Delaware limited liability company (“Blocker Owner”), CF

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OMS, LLC, a Delaware limited liability company (“CF OMS”) and OP Group Holdings, LLC, a Delaware limited liability company (together with its subsidiaries, “OP Group”). For additional information regarding the Business Combination Agreement, you are encouraged to carefully read the Business Combination Agreement in its entirety, which is attached to this proxy statement/prospectus as Annex A, and to review the sections of this proxy statement/prospectus entitled “The Business Combination Proposal — The Business Combination Agreement” and “The Business Combination Proposal — General; Structure of the Business Combination.”

Consideration Received under the Business Combination Agreement

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Sponsor, as a MDH stockholder, will have the right to receive 6,900,000 shares of PubCo Class A Common Stock immediately after the Effective Time of the MDH Merger; provided that 5,175,000 shares of the PubCo Class A Common Stock issued to the Sponsor as consideration in connection with the MDH Merger shall not be vested and shall be subject to forfeiture unless and until the occurrence of a Sponsor Earnout Milestone (as further described in the section entitled “Related Agreements — Sponsor Letter Agreement”) or Subsequent Transaction. Based on an assumed value of $10.00 per share of PubCo Class A Common Stock and assuming no Public Stockholders exercise redemption rights in connection with the Closing, the aggregate value of consideration that Sponsor will receive for its shares pursuant to the Business Combination is $17,250,000. In addition, Sponsor will receive PubCo Private Placement Warrants with an exercise price $11.50; however, depending on the price of PubCo Class A Common Stock following the Business Combination, such warrants may have no value and may expire worthless or otherwise be redeemed in accordance with their terms.

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CF OMS will receive (i) 43,475,000 OP Group Common Units, paired with 43,475,000 shares of PubCo Class B Common Stock; (ii) the CF OMS Cash Consideration ($8,000,000); (iii) certain rights as set forth in the Tax Receivable Agreement; and (iv) in the event of the occurrence of a Seller Earnout Milestone or Subsequent Transaction, up to 2,500,000 OP Group Common Units, upon conversion of 2,500,000 OP Group Earnout Units and the vesting of up to 2,500,000 shares of PubCo Class B Common Stock. Based on an assumed value of $10.00 share of PubCo Class A Common Stock and assuming no Public Stockholders exercise redemption rights in connection with the Closing, the aggregate value of consideration that CF OMS will receive pursuant to the Business Combination is approximately $442,750,000.

For additional information regarding the consideration payable under the Business Combination Agreement, see the section in this proxy statement/prospectus entitled “The Business Combination Proposal — Consideration to be Received in the Business Combination.”

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Conditions to Completion of the Business Combination Agreement

The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others:

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The waiting period (and any extension thereof) applicable to the consummation of the Transactions under the HSR Act shall have expired or been terminated;

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Absence of any applicable law in effect that makes the consummation of the Transactions illegal or any governmental order in effect preventing the consummation of the Transactions;

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Required stockholder or member approvals from each of MDH, PubCo and Blocker;

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Absence of a Material Adverse Effect in respect of OP Group;

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The consummation of the PIPE Investment (and funding of the PIPE Proceeds) prior to or substantially concurrently with the Closing;

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The effectiveness of the Registration Statement of which this proxy statement/prospectus forms a part;

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The listing or approval for listing on NYSE of the PubCo Class A Common Stock and PubCo Public Warrants;

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The accuracy of the representations and warranties of OP Group and MDH as of the date of the Business Combination Agreement and as of the Closing (subject to customary materiality qualifications);

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Each of the covenants and agreements of OP Group and MDH to be performed or complied with under the Business Combination Agreement prior to or at Closing having been performed or complied with in all material respects;

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The receipt of officer’s certificates from each of MDH, OP Group, Blocker, Blocker Owner and CF OMS that certain closing conditions have been satisfied;

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The delivery of closing deliverables and documentation;

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The remaining funds in the Trust Account that holds the proceeds that satisfy redemptions of the MDH Class A Common Stock in accordance with the Closing Consideration Schedule; and

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Available Closing Date Cash is, in the aggregate, at least $165,000,000.

For additional information regarding the conditions to the completion of the Business Combination Agreement, see the section in this proxy statement/prospectus entitled “The Business Combination Proposal — Conditions to the Closing of the Business Combination.”

Summary of the Registration Rights Agreement (page 136)

At the Closing, PubCo, Sponsor, and certain other stockholders of PubCo will enter into a Registration Rights Agreement pursuant to which PubCo will agree to register for resale certain shares of PubCo Class A Common Stock and other equity securities of PubCo. Additionally, the Registration Rights Agreement provides for (a) certain restrictions on transfer with respect to the registrable securities held by certain stockholders, including Sponsor, immediately following the Closing and (b) customary “demand” and “piggyback” registration rights for certain stockholders (each as more fully described herein). For additional information regarding the Registration Rights Agreement, see the section in this proxy statement/prospectus entitled “Related Agreements — The Registration Rights Agreement.”

Related Agreements (page 130)

Sponsor Letter Agreement

On July 21, 2021, concurrently with the execution of the Business Combination Agreement, Sponsor, PubCo, OP Group and MDH entered into a sponsor letter agreement (the “Sponsor Letter Agreement”) pursuant to, and on the terms and conditions of which, the parties thereto agree that 5,175,000 shares of

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PubCo Class A Common Stock that are to be issued to Sponsor in connection with the Transaction shall have contingent earnout requirements (the “Sponsor Earnout Shares”). Sponsor’s right to receive the Sponsor Earnout Shares after the Closing will be based upon the post-closing performance of PubCo Class A Common Stock stock price during the seven years following the Closing:

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if during the seven years following the Closing the volume weighted average price of PubCo Class A Common Stock is greater than or equal to $12.00 over any 20 trading days within any 30 consecutive trading days, 1,725,000 of the Sponsor Earnout Shares will vest;

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if during the seven years following the Closing the volume weighted average price of PubCo Class A Common Stock is greater than or equal to $13.50 over any 20 trading days within any 30 consecutive trading days, an additional 1,725,000 of the Sponsor Earnout Shares will vest; and

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if during the seven years following the Closing the volume weighted average price of PubCo Class A Common Stock is greater than or equal to $17.00 over any 20 trading days within any 30 consecutive trading days, the remaining 1,725,000 of the Sponsor Earnout Shares will vest.

Notwithstanding the foregoing, if there is a Subsequent Transaction during the seven years following the Closing, then all of the unvested Sponsor Earnout Shares shall fully vest upon the consummation of the Subsequent Transaction.

Transaction Support Agreement

On July 21, 2021, MDH entered into a Transaction Support Agreement (the “Support Agreement”), by and among OP Group, MDH, PubCo and Sponsor, pursuant to which Sponsor, as the record and beneficial owner of shares of MDH Class B Common Stock and MDH Private Placement Warrants, has agreed to, among other things, to vote in its capacity as a stockholder of MDH for the approval and adoption of the Business Combination Agreement and the transactions related thereto and not to transfer any of its interests in MDH.

Subscription Agreements

In connection with the execution of the Business Combination Agreement, PubCo, MDH and certain investors entered into subscription agreements (the “Subscription Agreements”) pursuant to which such investors have agreed to purchase in connection with the Closing an aggregate of 1,500,000 shares of PubCo Class A Common Stock for a purchase price of $10.00 per share, for an aggregate purchase price of $15,000,000 (together, the “PIPE Investment”). The obligations of each party to consummate the PIPE Investment are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement.

Investor Rights Agreement

Concurrently with the completion of the Business Combination, PubCo will enter into the Investor Rights Agreement (the “Investor Rights Agreement”) with Sponsor, Blocker Owner and CF OMS, in substantially the form attached as Annex D to the proxy statement/prospectus.

Board Composition. Under the Investor Rights Agreement, subject to certain step down provisions, Sponsor will have the right to nominate the Sponsor Directors, Blocker Owner will have the right to nominate the Milestone Directors and CF OMS will have the right to nominate the Fortress Directors. Each of Sponsor, Blocker Owner and CF OMS, severally and not jointly, agrees with PubCo to take all necessary action to cause (x) the PubCo Board to initially be comprised of seven directors and (y) those individuals to be nominated in accordance with the Investor Rights Agreement. As of the Closing Date:

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two individuals will have been nominated by the Sponsor, initially Stephen Beard and Franklin McLarty, and thereafter designated pursuant to the Investor Rights Agreement (each, a “Sponsor Director”);

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two individuals have been or will be independent directors nominated by the Blocker Owner, initially John Shoemaker and Adam Curtin and thereafter designated pursuant to the Investor Rights Agreement (each, a “Milestone Director”);

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two individuals have been or will be independent directors nominated by CF OMS, initially David King and Hank Reeves, and thereafter designated pursuant to the Investor Rights Agreement (each, a “Fortress Director” and, together with the Sponsor Directors and Milestone Directors, the “Investor Directors”); and

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the CEO of PubCo will be nominated by the holders of any securities of PubCo, initially Rebecca Howard (the “CEO Director”).

The Chairperson of the PubCo Board will initially be Franklin McLarty, and thereafter will be appointed by the PubCo Board. If at any time the Board does not include three directors who qualify as independent directors under Section 10A-3 of the Exchange Act (directors who so qualify, “Independent Directors”), the size of the Board shall be expanded so as to permit the appointment of the required number of Independent Directors and such vacancies shall be filled in accordance with Section 5.2(g) of the Investor Rights Agreement.

Step-Down Provisions. For so long as the Sponsor, Blocker Owner and CF OMS and each of their respective permitted transferees beneficially own the percentages shown below, PubCo shall take all necessary action to include in the slate of nominees recommended by the PubCo Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected that number of individuals designated by Sponsor shown in the columns labeled “Number of Sponsor Nominees”, “Number of Milestone Nominees” and “Number of Fortress Nominees”, respectively below. After the number of Sponsor Nominees, Milestone Nominees or Fortress Nominees is reduced because the percentage of such Economic Interest Percentage (defined below) is reduced, the Sponsor, Blocker Owner or CF OMS (as applicable) and their respective permitted transferees cannot subsequently increase the number of such nominees entitled to be nominated as a result of its acquisition of beneficial ownership of a greater Economic Interest Percentage.

“Economic Interest Percentage” with respect to any Holder means a quotient (expressed as a percentage) obtained by dividing (i) shares of PubCo Class A Common Stock (including Seller Earnout Shares and Sponsor Earnout Shares that may be issuable in accordance with the terms of the Business Combination Agreement or Sponsor Letter Agreement) and PubCo Class B Common Stock, plus any shares of PubCo Class A Common Stock issuable upon the exercise of PubCo Warrants, in each case owned by such person and its permitted transferees, by (ii) the total number of issued and outstanding shares of PubCo Class A Common Stock (including Seller Earnout Shares and Sponsor Earnout Shares that may be issuable in accordance with the terms of the Business Combination Agreement or Sponsor Letter Agreement), shares of PubCo Class B Common Stock and the total number of shares of PubCo Class A Common issuable upon exercise of all PubCo Warrants. Shares of PubCo Class A Common Stock or PubCo Class B Common Stock that are unvested or subject to forfeiture shall be included in computing a Holder’s Economic Interest Percentage. Upon the forfeiture, cancellation or expiration of any shares of PubCo Class A Common Stock or PubCo Warrants, such shares of PubCo Warrants shall no longer be included in computing Economic Interest Percentage.

Percentage of the Economic Interest Percentage Beneficially Owned by Sponsor as of the Closing Date that Continue to be Held by Sponsor and Its Permitted Transferees	Number of Sponsor Nominees
75% or greater		2
50% or greater, but less than 75%		1
Less than 50%		0

Percentage of the Economic Interest Percentage Held by the Blocker Owner as of the Closing Date that Continue to be Held by Blocker Owner and Its Permitted Transferees	Number of Milestone Nominees
15% or greater		2
10% or greater, but less than 15%		1
Less than 10%		0

Percentage of the Economic Interest Percentage Held by CF OMS as of the Closing Date that Continue to be Held by CF OMS and Its Permitted Transferees			Number of Fortress Nominees
15% or greater					2

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Percentage of the Economic Interest Percentage Held by CF OMS as of the Closing Date that Continue to be Held by CF OMS and Its Permitted Transferees	Number of Fortress Nominees
10% or greater, but less than 15%		1
Less than 10%		0

Voting. For the duration of the Standstill Period (as defined below), Sponsor, Blocker Owner and CF OMS will agree severally and not jointly, to vote all of their respective shares of PubCo Class A Common stock and PubCo Class B Common Stock, as applicable, in favor of the nominees recommended by the PubCo Board.

Standstill. Sponsor, Blocker Owner and CF OMS will agree that until the date that is the later of (a) one year after the Closing Date and (b) the date of PubCo’s 2022 annual meeting of stockholders at which directors are elected (or any postponement or adjournment thereof) (the “Standstill Period”), they will not (i) solicit proxies to vote or seek to advise or influence any person with respect to the voting of any securities of PubCo in favor of electing any person as a director who is not nominated pursuant to the Investor Rights Agreement or by the PubCo Board or its nominating committee or in opposition of any individual nominated by PubCo pursuant to the Investor Rights Agreement, (ii) nominate any person as a director who is not nominated pursuant to the Investor Rights Agreement or by the PubCo Board (or its nominating committee) (other than by making a non-public proposal or request to the PubCo Board or its nominating committee in a manner which would not require the PubCo Board or PubCo to make any public disclosure), (iii) take certain actions contrary to the governance structure of PubCo other than in accordance with the Investor Rights Agreement, (iv) subject to certain exceptions, enter into a voting trust, voting agreement or similar voting arrangement with respect to securities of PubCo, (v) form, join or participate in a “group,” as defined in Section 13(d)(3) of the Exchange Act in connection with any of the foregoing actions or (vi) make any public disclosure inconsistent with the foregoing.

For so long as any Milestone Director, Fortress Director or Sponsor Director serves as a director of PubCo, (i) PubCo will provide such Milestone Director, Fortress Director or Sponsor Director with the same expense reimbursement, benefits, indemnity, exculpation and other arrangements provided to the other directors of PubCo, and (ii) PubCo shall not amend, alter or repeal any right to indemnification or exculpation covering or benefiting any Milestone Director, Fortress Director or Sponsor Director nominated pursuant to the Investor Rights Agreement as and to the extent consistent with applicable law, Article IV of the Proposed PubCo Charter, Article IX of the Proposed PubCo Bylaws and any indemnification agreements with directors (whether such right is contained in the PubCo Organizational Documents or another document) (except to the extent such amendment or alteration permits PubCo to provide broader indemnification or exculpation rights on a retroactive basis than permitted prior thereto).

Information Access. PubCo agrees that the PubCo Board may share any information concerning PubCo and its subsidiaries received by the PubCo Board with Sponsor, Blocker Owner and CF OMS.

Termination. The director appointment rights under the Investor Rights Agreement will terminate, as to Sponsor, Blocker Owner and CF OMS (as applicable) when such holder no longer has the right to appoint a director as set forth in the Investor Rights Agreement. The voting agreement and standstill will terminate at the date that is the later of (i) one year after the Closing Date and (b) the date of PubCo’s 2022 annual meeting of stockholders.

For additional information, see “Related Agreements — Investor Rights Agreement.”

Lock-Up Agreement

At the Closing, PubCo will enter into lock-up agreements (the “Lock-Up Agreements”) with each of Blocker Owner, Sponsor and CF OMS, pursuant to, and on the terms and conditions of which, subject to certain exceptions, such Holders (as defined in the Lock-Up Agreements) shall, for a six-month period beginning on the Closing Date, not transfer or make any announcement of any intention to effect a transfer, in respect of the shares beneficially owned or otherwise held by such Holders prior to the termination of the six-month lock-up period, subject to certain customary exceptions, including:

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transfers to permitted transferees upon written notice to PubCo, such as a member of the person’s immediate family or to a trust, the beneficiary of which is a member of the person’s immediate family or an affiliate of such person; and

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to a charitable organization upon written notice to PubCo, by the laws of descent and distribution upon death, or pursuant to a qualified domestic relations order.

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pursuant to any liquidation, merger, stock exchange or other similar transaction which results in all of PubCo’s stockholders having the right to exchange their shares of PubCo Common Stock for cash, securities or other property.

For additional information, see “Related Agreements — Lock-Up Agreement.”

Company A&R LLC Agreement

Concurrently with the Closing, the Original LLCA of OP Group will be amended and restated in its entirety in substantially the form attached as Annex C (the “Company A&R LLC Agreement”).

Management

Distributions

The members of the PubCo Board, who are also the members of the Op Group Board, authorize distributions to the OP Group members. All such distributions will be made pro rata in accordance with each member’s interest in OP Group, which is based on the number of OP Group Common Units held by a member bears to the total number of OP Group Common Units owned by all of the members.

The Company A&R LLC Agreement will provide for cash distributions, which are referred to as “tax distributions”, to the holders of OP Group Common Units. Generally, these tax distributions will be the pro rata distribution amount necessary to permit PubCo to receive an aggregate annual tax distribution that is not less than the sum of (a) PubCo’s U.S. federal, state, local and non-U.S. income tax liabilities plus (b) the amount necessary to satisfy PubCo’s payment obligations pursuant to the Tax Receivable Agreement.

Upon the liquidation or winding up of OP Group, all net proceeds thereof will be distributed to the holders of OP Group Common Units, pro rata based on their percentage interests of OP Group Common Units.

Transfer Restrictions

The Company A&R LLC Agreement will contain restrictions on transfers of OP Group Common Units (which are substantially identical to the transfer restrictions in the Investor Rights Agreement, see “Related Agreements — Investor Rights Agreement” for additional detail) and will require the prior consent of the OP Group Board for such transfers, except, in each case, for (a) certain transfers to permitted transferees under certain conditions and (b) exchanges of OP Group Common Units for PubCo Class A Shares pursuant to the exchange provisions described below.

Exchange Mechanics

Holders of OP Group Common Units will, from and after the six-month anniversary of the Closing, up to three times per calendar quarter collectively, be able to exchange (an “Exchange”) all or any portion of their OP Group Common Units, together with the cancellation of an equal number of the paired shares of PubCo Class B Common Stock, for a number of shares of PubCo Class A Common Stock equal to the number of exchanged OP Group Common Units by delivering a written notice to PubCo, with a copy to OP Group; provided, that no holder of more than 100,000 OP Group Common Units will be able to exchange less than 100,000 OP Group Common Units in any single exchange, and no holder of less than 100,000

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OP Group Common Units will be able to exchange less than fifty percent (50%) of the OP Group Common Units held by such holder, in each case unless exchanging all of the OP Group Common Units held by such holder at such time, and subject in each case to the limitations and requirements set forth in the Company A&R LLC Agreement regarding such exchanges.

Notwithstanding the foregoing, OP Group will be permitted, at its sole discretion, in lieu of delivering shares of PubCo Class A Common Stock for any OP Group Common Units surrendered for exchange, to pay an amount in cash per OP Group Common Unit equal to the volume-weighted average price (“VWAP”) of the PubCo Class A Common Stock on the trading day prior to the Exchange Date.

In the event that an Exchange is being exercised in order to participate in a Demand Registration, Piggyback Registration or Underwritten Shelf Takedown, the exchange notice date must be prior to the expiration of the time period in which a holder of securities is required to notify PubCo that it wishes to participate in such transaction in accordance with Article II of the Registration Rights Agreement.

OP Group Earnout Units are not permitted to be treated as Exchanged Units under the Company A&R LLC Agreement, OP Group and PubCo are not permitted to effect an Exchange of an OP Group Earnout Unit unless and until a vesting event and conversion date has occurred with respect to such OP Group Earnout Unit and it has been converted to an OP Group Common Unit in accordance with the terms hereof.

Exchange Rate

The initial exchange rate will be one OP Group Common Unit and the cancellation of one PubCo Class B Share for one PubCo Class A Share. The exchange rate will be adjusted for any subdivision (by unit split, unit distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the OP Group Common Units or the paired PubCo Class B Shares that is not accompanied by an identical subdivision or combination of PubCo Class A Shares or, by any such subdivision or combination of the PubCo Class A Shares that is not accompanied by an identical subdivision or combination of the OP Group Common Units and the paired PubCo Class B Shares. If the PubCo Class A Shares are converted or changed into another security, securities or other property, on any subsequent exchange an exchanging holder of OP Group Common Units will be entitled to receive such security, securities or other property.

Restrictions on Exchange

PubCo may refuse to effect an Exchange if PubCo determines that an Exchange would violate applicable law (including securities laws), or not be permitted under other agreements between the exchanging OP Group Common Units with PubCo or its subsidiaries, including the Company A&R LLC Agreement or any written policies of PubCo related to unlawful or inappropriate trading applicable to its directors, officers or other personnel.

Expenses

OP Group and each holder of OP Group Common Units will bear its own expenses regarding an Exchange except that OP Group will be responsible for any transfer taxes, stamp taxes or duties or other similar taxes (unless the holder has requested the PubCo Class A Shares to be issued in the name of another holder).

For additional information, see “Related Agreements — Company A&R LLC Agreement.”

Tax Receivable Agreement

Simultaneously with the Closing, CF OMS, Blocker Owner, PubCo, OP Group and MDH will enter into a tax receivable agreement (the “Tax Receivable Agreement”), a copy of which is attached as Annex G.

Pursuant to the Tax Receivable Agreement, PubCo will generally be required to pay the TRA Holders (as that term is defined in the Tax Receivable Agreement) 85% of the amount of savings, if any, in U.S. federal, state, local, and foreign taxes that are based on, or measured with respect to, net income or profits, and

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any interest related thereto that the Parent Corporation Group (as that term is defined in the Tax Receivable Agreement) realizes, or is deemed to realize, as a result of certain tax attributes, including:

•

tax basis adjustments resulting from taxable exchanges of OP Group Common Units acquired by PubCo from a TRA Holder pursuant to the terms of the OP Group LLC Agreement (including any such adjustments resulting from certain payments made by PubCo under the Tax Receivable Agreement); and

•

tax deductions in respect of portions of certain payments made under the Tax Receivable Agreement (each of the foregoing, collectively, the “Tax Attributes”).

Under the Tax Receivable Agreement, the Parent Corporation Group (as defined therein) will generally be treated as realizing a tax benefit from the use of a Tax Attribute on a “with and without” basis, thereby generally treating the Tax Attributes as the last item used, subject to several exceptions and using certain assumptions (including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits). Payments under the Tax Receivable Agreement generally will be based on the tax reporting positions that PubCo determines (with the amount of payments subject to the review and consent of TRA Holders), and the IRS or another taxing authority may challenge all or any part of position taken with respect to Tax Attributes or the utilization thereof, and a court may sustain such a challenge. In the event that any tax benefits initially claimed by the Parent Corporation Group are disallowed, the TRA Holders will not be required to reimburse PubCo for any excess payments that may previously have been made pursuant to the Tax Receivable Agreement, for example, due to adjustments resulting from examinations by taxing authorities. Rather, any excess payments made to such TRA Holders will be applied against and reduce any future cash payments otherwise required to be made by PubCo under the Tax Receivable Agreement, if any, after the determination of such excess. As a result, in certain circumstances PubCo could be required to make payments under the Tax Receivable Agreement in excess of the Parent Corporation Group’s actual savings in respect of the Tax Attributes.

The Tax Receivable Agreement will provide that, in the event (such events collectively, “Early Termination Events”) that (i) PubCo exercises its early termination rights under the Tax Receivable Agreement, (ii) certain changes of control of PubCo occur, (iii) PubCo in certain circumstances, fails to make a payment required to be made pursuant to the Tax Receivable Agreement by its final payment date, which non-payment continues for 90 days following such final payment date or (iv) PubCo breaches (or is deemed to breach) any of its material obligations under the Tax Receivable Agreement other than as described in the foregoing clause (iii) and such breach is not cured by PubCo within 30 days after written notice is provided by any TRA Holder and, in the case of clauses (iii) and (iv), unless certain liquidity related or restrictive covenant related exceptions apply, PubCo’s obligations under the Tax Receivable Agreement will accelerate (if the TRA Holders who would be entitled to receive a majority of the Early Termination Payments (as that term is defined in the Tax Receivable Agreement) so elect in the case of clauses (ii)-(iv)) and PubCo will be required to make a lump-sum cash payment to all the TRA Holders equal to the present value of all forecasted future payments that would have otherwise been made under the Tax Receivable Agreement, which lump-sum payment would be based on certain assumptions, including those relating to there being sufficient future taxable income of the Parent Corporation Group to fully utilize the Tax Attributes over certain specified time periods and that all OP Group Common Units and OP Group Earnout Units (as such term is defined in the Tax Receivable Agreement) that had not yet been exchanged for PubCo Class A Common Stock or cash are deemed exchanged for cash. The lump-sum payment could be material and could materially exceed any actual tax benefits that the Parent Corporation Group realizes subsequent to such payment.

As a result of the foregoing, in some circumstances (i) PubCo could be required to make payments under the Tax Receivable Agreement that are greater than or less than the actual tax savings that the Parent Corporation Group realizes in respect of the Tax Attributes and (ii) it is possible that PubCo may be required to make payments years in advance of the actual realization of tax benefits (if any, and may never actually realize the benefits paid for) in respect of the Tax Attributes (including if any Early Termination Events occur).

Please see the section entitled “Certain Relationships and Related Person Transactions — MDH Related Person Transactions — Tax Receivable Agreement,” for a discussion of the Tax Receivable Agreement and

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the section entitled “Risk Factors — Risks Related to the Business Combination” for certain specified risks related to the Tax Receivable Agreement.

Registration Rights Agreement

The Business Combination Agreement contemplates that, at the Closing, PubCo, Blocker Owner, CF OMS, Sponsor and certain of their respective affiliates will enter into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which PubCo will agree to register for resale, pursuant to the Securities Act, certain PubCo Class A Common Stock shares that are held by the parties thereto from time to time.

Each of the holders and their respective transferees will be entitled to request to sell all or a portion of their registrable securities in underwritten shelf takedown offerings, in each case subject to certain offering thresholds, the terms and conditions of the Lock-Up Agreement (defined and discussed in further detail below) and certain other conditions. Demanding Holders (as defined in the Registration Rights Agreement) are limited to three demand underwritten offerings for the term of the Registration Rights Agreement. In addition, all Holders (as defined in the Registration Rights Agreement) have certain piggyback registration rights, subject to customary underwriter cutbacks and certain other conditions. PubCo will bear the expenses incurred in connection with the filing of any registration statements filed pursuant to the terms of the Registration Rights Agreement, and the Holders shall bear all incremental selling expenses, including any fees or expenses for legal counsel representing such Holders.

The Registration Rights Agreement includes customary indemnification provisions, pursuant to which PubCo agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to PubCo by such Holder expressly for use therein.

For additional information, see “Related Agreements — Registration Rights Agreement.”

Proposed PubCo Charter and Proposed PubCo Bylaws

In connection with the Closing, PubCo will amend and restate (i) the current certificate of incorporation of PubCo by adopting the Proposed PubCo Charter and filing such Proposed PubCo Charter with the Delaware Secretary of State and (ii) the current bylaws of PubCo by the PubCo Board adopting the Proposed PubCo Bylaws, to establish a structure containing PubCo Class A Common Stock, which will have economic and voting rights, PubCo Class B Common Stock, which will have voting rights and no economic rights, and preferred stock, in each case as set forth in the Proposed PubCo Charter and the Proposed PubCo Bylaws (as more fully described herein).

Equity Ownership Upon Closing

As of the date of this proxy statement/prospectus, there are 34,500,000 shares of MDH Common Stock outstanding, comprised of 27,600,000 shares of MDH Class A Common Stock held by Public Stockholders and 6,900,000 shares of MDH Class B Common Stock held by the Sponsor. In connection with the Closing, (i) each then-issued and outstanding share of MDH Common Stock will automatically convert into a share of PubCo Class A Common Stock on a one-for-one basis in accordance with the terms of the Business Combination Agreement and Proposed PubCo Charter (provided that 5,175,000 of the shares of PubCo Class A Common Stock issued to Sponsor upon such conversion shall be unvested and subject to forfeiture unless and until the occurrence of a Sponsor Earnout Milestone (as further described in the section entitled “Related Agreements — Sponsor Letter Agreement”) or Subsequent Transaction), (ii) the PIPE Investors will acquire 1,500,000 shares of PubCo Class A Common Stock and (iii) each then-outstanding MDH Warrant will be exchanged for one PubCo Warrant exercisable for shares of PubCo Class A

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Common Stock. None of the Sponsor, the directors of the MDH Board, the officers of MDH or the affiliates of MDH or the Sponsor will participate in the PIPE Investment.

The following table summarizes the pro forma PubCo Common Stock outstanding immediately following the Closing under five different redemption scenarios:

•

Assuming No Redemptions — This scenario assumes that none of the Public Stockholders will elect to redeem their MDH Class A Common Stock for a pro rata portion of cash in MDH’s Trust Account, and thus the full amount of $276.0 million held in MDH’s Trust Account is available for the Business Combination.

•

Assuming 10% Redemptions — This scenario assumes that 10% of the Public Stockholders will elect to redeem their MDH Class A Common Stock for a pro rata portion of cash in MDH’s Trust Account.

•

Assuming 20% Redemptions — This scenario assumes that 20% of the Public Stockholders will elect to redeem their MDH Class A Common Stock for a pro rata portion of cash in MDH’s Trust Account.

•

Assuming 30% Redemptions — This scenario assumes that 30% of the Public Stockholders will elect to redeem their MDH Class A Common Stock for a pro rata portion of cash in MDH’s Trust Account.

•

Assuming Maximum Redemptions — This scenario assumes approximately 35% of the that Public Stockholders holding approximately 9.3 million shares of MDH Class A Common Stock will exercise their redemption rights for their pro rata share of the funds in MDH’s Trust Account for an aggregate redemption payment of $92.6 million. The Business Combination is subject to a condition requiring a minimum of $165.0 million in Available Closing Date Cash following consummation of the Business Combination, comprised of amounts held in MDH’s Trust Account, proceeds from the PIPE Investment and Cash on Hand net of Transaction Expenses. As of September 30, 2021, the aggregate redemption payment of $92.6 million is the maximum amount of redemptions that could occur to still satisfy this condition and was calculated as the difference between (i) cash and cash equivalents of approximately $6.4 million of OP Group as of September 30, 2021, available trust cash of MDH of $276.0 million and PIPE Proceeds of $15.0 million, net of transaction expenses of $39.9 million, collectively $257.6 million, and (ii) $165.0 million. The maximum redemption number of approximately 9.3 million shares of MDH Class A Common Stock was calculated based on the estimated per share redemption value of approximately $10.00 ($276.0 million in MDH’s Trust Account divided by 27.6 million outstanding shares of MDH Class A Common Stock held by Public Stockholders).

	Assuming No Redemptions					Assuming 10% Redemptions					Assuming 20% Redemptions					Assuming 30% Redemptions					Assuming Maximum Redemptions
(in thousands, except per share data)	Shares of PubCo Common Stock			%		Shares of PubCo Common Stock			%		Shares of PubCo Common Stock			%		Shares of PubCo Common Stock			%		Shares of PubCo Common Stock			%
OP Group Equityholders(1)			86,950		73.8%			86,950		75.6%			86,950		77.5%			86,950		79.4%			86,950		80.1%
Public Stockholders(2)			27,600		23.4%			24,840		21.6%			22,080		19.7%			19,320		17.6%			18,343		16.9%
PIPE Investors(3)			1,500		1.3%			1,500		1.3%			1,500		1.3%			1,500		1.4%			1,500		1.4%
Sponsor(2)(4)			1,725		1.5%			1,725		1.5%			1,725		1.5%			1,725		1.6%			1,725		1.6%
Total PubCo Shares Outstanding			117,775					115,015					112,255					109,495					108,518
Total Pro Forma Equity Value Post-Redemptions(5)		$	1,177,750				$	1,150,150				$	1,122,550				$	1,094,950				$	1,085,180
Total Pro Forma Book Value Post-Redemptions(6)		$	289,710				$	262,107				$	234,505				$	206,902				$	197,144
Pro Forma Book Value Per Share Post-Redemptions(7)		$	2.46				$	2.28				$	2.09				$	1.89				$	1.82
Underwriter Fee as % of Cash Remaining in Trust Account Post-Redemptions			3.5%					3.9%					4.4%					5.0%					5.3%

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(1)

(2)

Assumes no MDH Warrants will be exercised and the PubCo Warrants remain outstanding immediately following the Closing and accordingly, does not reflect the Sponsor’s interest in any MDH Warrants.

(3)

Reflects the PIPE Investment consummated in accordance with its terms for $15.0 million, with PubCo issuing 1,500,000 PubCo Class A Shares to the PIPE Investors.

(4)

Does not reflect (i) the exercise of any outstanding MDH Warrants and (ii) 5,175,000 shares of PubCo Class A Common Stock that are not vested and subject to forfeiture unless and until the occurrence of a Sponsor Earnout Milestone (as further described in the section entitled “Related Agreements — Sponsor Letter Agreement”) or Subsequent Transaction.

(5)

Pro Forma equity value shown at $10.00 per share and does not take into account any shares issuable upon exercise of PubCo Warrants.

(6)

Pro forma book value post-redemptions is based on $276,023,886 MDH cash in trust as of September 30, 2021, reduced by the estimated amount of cash paid out to redeeming shareholders in each of the four scenarios, such amounts being calculated by multiplying the illustrative number of shares submitted for redemption in each of the four scenarios by estimated redemption price as of September 30, 2021. The estimated redemption price as of September 30, 2021 is calculated by dividing $276,023,886 MDH cash in trust as of September 30, 2021 by 27,600,000 MDH Class A Common Stock outstanding as of the same date. The pro forma assets, other than MDH cash in trust, and pro forma liabilities estimated for each of the four scenarios above are based on the Selected Unaudited Pro Forma Condensed Combined Balance Sheet Data as of September 30, 2021. See “Summary Unaudited Pro Forma Condensed Combined Financial Information”.

(7)

Does not take into account any shares issuable upon the exercise of any MDH Warrants or, following the Closing, the PubCo Warrants. Based on the $ per warrant trading price of MDH Warrants as of , 2021, the aggregate value of all MDH Warrants (including the warrants held by the Sponsor) is $ , which value would continue to be retained by holders of such warrants irrespective of the amount of redemptions.

As noted in the table above, these amounts and percentages do not reflect the up to 2,500,000 Seller Earnout Shares to be received by Blocker Owner, the up to 2,500,000 OP Group Common Units to be received by CF OMS, the 5,175,000 shares of PubCo Class A Common Stock that are unvested and subject to forfeiture unless and until the occurrence of a Sponsor Earnout Milestone, the MDH Warrants or the PubCo Warrants. Each of these is potentially a source of dilution that shareholders who do not redeem their shares may experience in connection with the Business Combination and thereafter.

Simplified Pre-Business Combination Structure Chart of MDH

The following diagram illustrates in simplified terms the current structure of MDH prior to the Closing.

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Post-Business Combination Structure Chart

The following chart sets forth our organizational structure following the Business Combination.

[MISSING IMAGE: tm2123753d6-fc_cfomsbw.jpg]

(1)

Assumes no Public Stockholders exercise redemption rights in connection with the Closing, and the balance of MDH’s Trust Account as of the Closing is the same as its balance on September 30, 2021 of $276.0 million.

(2)

Blocker Owner is a parent entity of OP Group, which, upon Closing, will have 36.91% of the voting interest in PubCo through its ownership of 58.51% of the PubCo Class A Common Stock. Additionally, Blocker Owner will receive up to 2,500,000 Seller Earnout Shares upon the occurrence of a Seller Earnout Milestone or Subsequent Transaction.

(3)

Upon Closing, Sponsor will have 1.5% of the voting interest in PubCo by virtue of its ownership of 2.32% of the PubCo Class A Common Stock. Sponsor will also hold 5,175,000 Sponsor Earnout Shares that will be unvested and subject to forfeiture unless and until the occurrence of a Sponsor Earnout Milestone or Subsequent Transaction. In addition, Sponsor will hold 8,050,000 PubCo Private Placement Warrants.

(4)

Upon Closing, the PIPE Investors will have 1.3% of the voting interest in PubCo by virtue of their ownership of 2.02% of the PubCo Class A Common Stock.

(5)

Upon Closing, the Public Stockholders will have 23.4% of the voting interest in PubCo by virtue of their ownership of 37.15% of the PubCo Class A Common Stock. In addition, the Public Shareholders will hold 13,800,000 PubCo Public Warrants.

(6)

Upon Closing, CF OMS will operate as a non-managing member of OP Group. In connection with the Closing, CF OMS will have a 36.91% voting interest in PubCo by virtue of its ownership of 100% of the PubCo Class B Common Stock. It will not have any economic rights in PubCo. In addition, CF OMS will hold 36.91% of the OP Group Common Units. CF OMS will also receive up to 2,500,000 OP Group Earnout Units and 2,500,000 unvested shares of PubCo Class B Common Stock, which will convert to 2,500,000 OP Group Common Units and 2,500,000 shares of vested PubCo Class B Common Stock upon the occurrence of a Seller Earnout Milestone or Subsequent Transaction.

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(7)

Blocker is the holding company through which Blocker Owner currently holds its interest in OP Group, which holding company is being acquired by Pubco from Blocker Owner in the Business Combination. Upon Closing, Blocker will own 38.02% of the OP Group Common Units. In addition, Blocker will hold 2,500,000 OP Group Earnout Units, which will convert to 2,500,000 OP Group Common Units upon the occurrence of a Seller Earnout Milestone or Subsequent Transaction.

(8)

MDH is the current publicly-traded special purpose acquisition company which is being acquired by Pubco in connection with Pubco becoming the new publicly-traded parent company pursuant to the Business Combination and related transactions. Upon Closing, MDH will own 25.07% of OP Group Common Units. MDH will also hold 5,175,000 OP Group Earnout Units, which will convert to 5,175,000 OP Group Common Units upon the occurrence of a Sponsor Earnout Milestone or Subsequent Transaction.

(9)

PubCo, which was formed in connection with the consummation of the Business Combination, will be the public holding company through which Blocker Owner, Sponsor, the Public Stockholders and the PIPE Investors indirectly hold their interests in OP Group’s business.

(10)

Omnisure Group, LLC and Paylink Payment Plans, LLC are the holding companies for the Payment Services segment of OP Group’s business.

(11)

Repair Ventures Management, LLC, a Delaware limited liability company (“Repair Ventures”) is the holding company for the Digital Platform segment of OP Group’s business.

(12)

In the event of the occurrence of (i) the $17.00 Earnout Milestone or (ii) a Subsequent Transaction, (a) 2,500,000 Seller Earnout Shares will be issued to Blocker Owner, (b) CF OMS’s 2,500,000 OP Group Earnout Units will convert to 2,500,000 OP Group Common Units and CF OMS’s 2,500,000 shares of unvested PubCo Class B Common Stock will vest, (c) Blocker’s 2,500,000 OP Group Earnout Units will convert to 2,500,000 OP Group Common Units, (d) Sponsor’s 5,175,000 Sponsor Earnout Shares will vest, and (e) MDH’s 5,175,000 OP Group Earnout Units will convert to 5,175,000 OP Group Common Units. As a result, (i) Blocker Owner will own 56.1% of the PubCo Class A Common Stock, (ii) MDIH Sponsor will own 8.4% of the PubCo Class A Common Stock, (iii) the PIPE Investors will own 1.8% of the PubCo Class A Common Stock, (iv) the Public Stockholders will own 33.7% of the PubCo Class A Common Stock, (v) CF OMS will hold 100% of the PubCo Class B Common Stock and 36.0% of OP Group Common Units; (vi) Blocker will own 36.8% of OP Group Common Units, and (vii) MDH will own 27.2% of OP Group Common Units.

Proposals to be Submitted at the Special Meeting (page 108)

The Business Combination Proposal

On July 21, 2021 MDH and OP Group entered into the Business Combination Agreement by and among MDH Acquisition Corp., a Delaware corporation (“MDH”), Olive Ventures Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Blocker (“PubCo”), Milestone Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“Milestone Merger Sub”), MDH Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“MDH Merger Sub” and, together with Milestone Merger Sub “Merger Subs”), Paylink Holdings, Inc., a Delaware corporation (“Blocker”), Normandy Holdco LLC, a Delaware limited liability company (“Blocker Owner”), CF OMS, LLC, a Delaware limited liability company (“CF OMS”) and OP Group Holdings, LLC, a Delaware limited liability company (together with its subsidiaries, “OP Group”), and the transactions contemplated by the Business Combination Agreement (collectively, the “Business Combination”).

The Business Combination Agreement provides that, among other things and upon the terms and conditions thereof, the following transactions will occur:

•

at the closing of the Blocker Merger, the closing of the MDH Merger and the closing of the other Transactions (collectively, the “Closing”), prior to the Effective Time (defined below), the OP Group’s limited liability company agreement (the “Original LLCA”) will be amended and restated in order to, among other things, (i) revise the capitalization of OP Group, (ii) amend and restate the rights and preferences of the OP Group Company Units, (iii) create or authorize the creation of the OP Group Common Units and OP Group Earnout Units, (iv) provide for the exchange of OP Group

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Common Units for PubCo Class A Common Stock, and (v) provide for the potential conversion of OP Group Earnout Units into OP Group Common Units, in each case as set forth in the Company A&R LLC Agreement;

•

immediately prior to or substantially concurrently with the Blocker Effective Time, the PIPE Investment will be consummated pursuant to the Subscription Agreements and the $15,000,000 in proceeds from the PIPE (the “PIPE Proceeds”) that will be received by PubCo in connection therewith, and a portion of the PIPE Proceeds equal to the Blocker Cash Consideration Amount ($13,000,000) will thereafter be contributed by PubCo to Milestone Merger Sub;

•

at the Closing, in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), Milestone Merger Sub will merge with and into Blocker, with Blocker as the surviving company and a wholly-owned subsidiary of PubCo (the “Blocker Merger”). In connection with the Blocker Merger, all of the outstanding equity of Blocker shall be converted into the right of Blocker Owner to receive (i) a number of shares of PubCo Class A Common Stock equal to the Blocker Share Consideration Amount, (ii) up to 2,500,000 additional shares of PubCo Class A Common Stock, (iii) the Blocker Cash Consideration Amount and (iv) payments and certain rights under the Tax Receivable Agreement (defined below);

•

immediately following the Blocker Merger, in accordance with the DGCL, MDH Merger Sub will merge with and into MDH, with MDH as the surviving company and a wholly-owned subsidiary of PubCo (the “MDH Merger”, and together with the Blocker Merger, the “Mergers”). In connection with the MDH Merger, (i) each share of MDH Common Stock outstanding immediately prior to the consummation of the MDH Merger will be converted into one share of PubCo Class A Common Stock and (ii) each MDH Warrant outstanding as of immediately prior to the consummation of the Transaction will be exchanged for a PubCo Warrant exercisable for shares of PubCo Class A Common Stock;

•

immediately following the MDH Merger, CF OMS shall pay to PubCo an amount equal to the aggregate par value thereof for (i) a number of shares of vested PubCo Class B Common Stock equal to the CF OMS Share Consideration Amount, which number of shares of PubCo Class B Common Stock shall be equal to the number of OP Group Common Units held by CF OMS after giving effect to the Transaction and (ii) an earnout of 2,500,000 shares of unvested PubCo Class B Common Stock, which number of shares of PubCo Class B Common Stock shall be equal to the number of OP Group Earnout Units held by CF OMS (collectively, the “CF OMS Class B Purchase”);

•

immediately following the CF OMS Class B Purchase, PubCo shall contribute to MDH all the remaining cash of PubCo (the “MDH Contribution”);

•

Seller Earnout

As part of the Business Combination Agreement, Blocker Owner shall receive 2,500,000 shares of PubCo Class A Common Stock to the extent the requirements set forth in the earnout provisions of the

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Business Combination Agreement are satisfied. Specifically, Blocker Owner’s right to receive such shares after the Closing will be based upon the PubCo Class A Common Stock stock price during the seven years following the Closing:

•

After consideration of the factors identified and discussed in the section entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination,” the MDH Board concluded that the Business Combination met all of the requirements disclosed in the prospectus for our IPO, including that the business of OP Group had a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in trust) at the time of execution of the Business Combination Agreement.

If any proposal is not approved by MDH’s stockholders at the Special Meeting, the MDH Board may submit the Adjournment Proposal for a vote.

For additional information, see “The Business Combination Proposal” section of this proxy statement/prospectus.

The Organizational Document Proposal

If the Business Combination Proposal is approved and the Business Combination is to be consummated, prior to the Closing on or prior to the Closing Date, PubCo will adopt the PubCo A&R Charter under the

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DGCL to, among other things: (i) 500,000,000 shares of PubCo Class A Common Stock, par value $0.0001 per share, with such shares having voting and economic rights, entitling the owners thereof to one vote per share; (ii) 300,000,000 shares of PubCo Class B Common Stock, par value $0.0001 per share, with such shares having voting and no economic rights, entitling owners thereof to one vote per share; and (iii) 200,000,000 shares of preferred stock, par value $0.0001 per share, the rights of which may be designated from time to time by the PubCo Board.

The Proposed PubCo Charter differs in material respects from the Existing MDH Charter and MDH’s stockholders are urged to carefully consult the information set out in the Section “The Organizational Document Proposal” and the full text of the Proposed PubCo Charter, attached hereto as Annex B-1.

The Organizational Document Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Organizational Document Proposal will have no effect, even if approved by our stockholders.

The Advisory Charter Proposals

MDH Stockholders are also being asked to approve and adopt, on a non-binding advisory basis, in accordance with SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions in the Proposed PubCo Charter that are different than such provisions in the Existing MDH Charter if the Organizational Document Proposal is approved.

For additional information, see “The Advisory Charter Proposals” section of this proxy statement/prospectus.

The NYSE Proposal

Assuming the Business Combination Proposal and the Organizational Document Proposal are approved, our stockholders are also being asked to approve the NYSE Proposal.

The NYSE proposal is a proposal to approve, assuming the Business Combination Proposal and the Organizational Document Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of NYSE, the issuance of more than 20% of our issued and outstanding common stock in connection with the Business Combination, the PIPE Investment and the Sponsor Letter Agreement.

If the NYSE proposal is adopted, (i) 1,500,000 shares of PubCo Class A Common Stock are issuable to the PIPE Investors pursuant to the Subscription Agreements, (ii) 43,475,000 shares of PubCo Class A Common Stock are issuable to Blocker Owner pursuant to the Business Combination Agreement, and (iii) 43,475,000 shares of PubCo Class B Common Stock are issuable to CF OMS pursuant to the Business Combination Agreement, which will represent approximately % of the shares of the PubCo Common Stock outstanding immediately prior to the Closing, assuming (a) Public Stockholder exercises redemption rights with respect to their public shares and (b) no exercise of Sponsor’s 6,550,000 outstanding warrants at an exercise price of $11.50 per share (which warrants are not exercisable until the later of 12 months from the closing of the IPO and 30 days after the completion of the Business Combination).

For additional information, see “The NYSE Proposal” section of this proxy statement.

The Equity Incentive Plan Proposal

Our stockholders are also being asked to approve the Equity Incentive Plan Proposal.

We expect that, prior to the consummation of the Business Combination, our Board will approve and adopt the 2021 Omnibus Incentive Plan (“2021 Plan”). Our stockholders should carefully read the entire 2021 Plan, a copy of which is in substantially the form attached to this proxy statement/prospectus as Annex J, before voting on this proposal.

For additional information, see “The Equity Incentive Plan Proposal” section of this proxy statement/prospectus.

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The Adjournment Proposal

The Adjournment Proposal allows the MDH Board to submit a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the Condition Precedent Proposals, Equity Incentive Plan Proposal or the Advisory Charter Proposals.

For additional information, see “The Adjournment Proposal” section of this proxy statement/prospectus.

Date, Time and Place of Special Meeting of MDH’s Stockholders (page 108)

The Special Meeting will be held via live webcast at a.m., Eastern Time, on , 2021, at , to consider and vote upon the proposals to be submitted to the Special Meeting, including if necessary, the adjournment proposal. The special meeting can be accessed by visiting , where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Special Meeting by means of remote communication. Please have your control number, which can be found on your proxy card, to join the Special Meeting. If you do not have a control number, please contact the Continental Stock Transfer Company, the transfer agent.

Registering for the Special Meeting

Pre-registration at is recommended but is not required in order to attend.

Any MDH Stockholder wishing to attend the Special Meeting should register for the meeting by , 2021. To register for the Special Meeting, please follow these instructions as applicable to the nature of your ownership of our common stock:

•

If your shares are registered in your name with Continental Stock Transfer & Trust Company and you wish to attend the Special Meeting, go to , enter the 12-digit control number included on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the Special Meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

•

Beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the Special Meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the Special Meeting. After contacting Continental Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the Special Meeting a link and instructions for entering the virtual meeting. Beneficial stockholders should contact Continental Stock Transfer & Trust Company at least business days prior to the Special Meeting date in order to ensure access.

Voting Power; Record Date

Stockholders will be entitled to vote or direct votes to be cast at the Special Meeting if they owned shares of MDH Common Stock at the close of business on , 2021, which is the record date for the Special Meeting. Stockholders will have one vote for each share of common stock owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Our warrants do not have voting rights. On the record date, there were shares of MDH Common Stock outstanding, of which were Public Shares, with the rest being held by our Sponsor.

Quorum and Vote of Stockholders

A quorum of MDH Common Stock is necessary to hold a valid meeting. The presence, in person (which would include presence at the virtual Special Meeting) or by proxy, of stockholders holding a

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majority of the shares MDH Common Stock entitled to vote at the Special Meeting constitutes a quorum at the Special Meeting. In the absence of a quorum, the chairperson of the Special Meeting has the power to adjourn the Special Meeting. As of the record date for the Special Meeting, shares of MDH Common Stock would be required to achieve a quorum.

Our Sponsor and our officers and directors at the time of the IPO entered into a letter agreement to vote their shares of MDH Class B Common Stock as well as any Public Shares purchased during or after the IPO, in favor of the Business Combination Proposal. As of the date hereof, our Sponsor owns approximately 20% of the total outstanding MDH Common Stock.

The following votes are required for each proposal at the Special Meeting:

•

With respect to each proposal in this proxy statement/prospectus, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

If a stockholder fails to return a proxy card or fails to instruct a broker or other nominee how to vote, and does not attend the Special Meeting in person, then the stockholder’s shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If a valid quorum is established, any such failure to vote or to provide voting instructions will have the same effect as a vote “AGAINST” the Business Combination Proposal and the Organizational Document Proposal, but will have no effect on the outcome of any other proposal in this proxy statement/prospectus.

Abstentions will be counted in connection with the determination of whether a valid quorum is established but their effect on the proposals in this proxy statement/prospectus differ as follows:

•

An abstention will have no effect on the Advisory Charter Proposals, the Equity Incentive Plan Proposal and the Adjournment Proposal.

•

In contrast, an abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal, the Organizational Document Proposal. Moreover, for purposes of the NYSE Proposal, the NYSE considers an abstention vote as a “vote cast”, and therefore, an abstention will have the same effect as a vote “AGAINST” such proposals.

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Redemption Rights (page 111)

Pursuant to the Existing MDH Charter, a Public Stockholder may request that MDH redeem all or a portion of such Public Stockholder’s Public Shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i)

(a) hold Public Shares or (b) hold Public Shares through units and you elect to separate your MDH Units into the underlying Public Shares and public warrants prior to exercising your redemption rights with respect to the Public Shares; and

(ii)

prior to , Eastern Time, on , 2021 (two business days prior to the vote at the Special Meeting) (a) submit a written request to the transfer agent that MDH redeem your Public Shares for cash and (b) deliver your Public Shares to the transfer agent, physically or electronically through DTC.

As noted above, holders of MDH Units must elect to separate the underlying Public Shares and MDH Public Warrants prior to exercising redemption rights with respect to the Public Shares. Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public Stockholders may elect to redeem all or a portion of such Public Stockholder’s Public Shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Stockholder properly exercises its right to redeem its Public Shares and timely delivers its Public Shares to the transfer agent, MDH will redeem each share of MDH Class A Common Stock for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding Public Shares. If a Public Stockholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own such shares. Any request to redeem Public Shares, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. Furthermore, if a holder of Public Shares delivers its certificate in connection with an election of its redemption and subsequently decides prior to the Closing not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in this proxy statement/prospectus. We will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “Special Meeting of the Stockholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the Public Shares, without our prior consent. Accordingly, if a Public Stockholder, alone or acting in concert as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

In order for Public Stockholders to exercise their redemption rights in respect of the Business Combination Proposal, Public Stockholders must properly exercise their right to redeem the Public Shares they hold no later than the close of the vote on the Business Combination Proposal and deliver their Public Shares (either physically or electronically) to the Transfer Agent prior to , Eastern Time, on , 2021 (two business days prior to the vote at the Special Meeting). Immediately following the consummation of the Business Combination, PubCo will satisfy the exercise of redemption rights by redeeming the Public Shares issued to the Public Stockholders that validly exercised their redemption rights.

Holders of MDH Warrants will not have redemption rights with respect to the MDH Warrants.

Appraisal Rights (page 112)

Neither Public Stockholders nor MDH Public Warrantholders have appraisal rights in connection with the Business Combination under the DGCL.

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Proxy Solicitation (page 112)

Proxies may be solicited by mail, telephone or in person. MDH has engaged to assist in the solicitation of proxies.

If a Public Stockholder grants a proxy, it may still vote its shares in person (which would include presence at the virtual special meeting) if it revokes its proxy before the Special Meeting. A Public Stockholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of the Stockholders — Revoking Your Proxy.”

Interests of Certain Persons in the Business Combination (page 152)

In considering the recommendation of the MDH Board to vote in favor of the Business Combination, stockholders should be aware that, aside from their interests as stockholders, our Sponsor and our directors, officers and advisors and OP Group’s current owners have interests in the Business Combination that are different from, or in addition to, those of MDH’s other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to MDH stockholders that they approve the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•

the fact that our Sponsor, directors and officers have waived its right to redeem any of the MDH Class B Common Stock and Public Shares in connection with a stockholder vote to approve a proposed initial business combination;

•

the fact that our Sponsor paid an aggregate of $25,000 for the Founder Shares, which will convert into 6,900,000 shares of PubCo Class A Common Stock in accordance with the terms of the Business Combination Agreement and such securities may have a significantly higher value at the time of the Business Combination, estimated at approximately $ based on the closing price of $ per public share on the NYSE on , 2021;

•

the fact that our Sponsor, director and officers have agreed to waive its rights to liquidating distributions from the Trust Account with respect to the MDH Class B Common Stock if MDH fails to complete an initial Business Combination by February 4, 2023, unless otherwise extended;

•

the fact that our Sponsor paid $6,550,000 for 6,550,000 MDH Private Placement Warrants, each of such MDH Private Placement Warrants is exercisable commencing on the later of 12 months from the closing of the IPO and 30 days following the Closing for one share of MDH Class A Common Stock at $11.50 per share; if we do not consummate an initial business combination by February 4, 2023, then the proceeds from the sale of the MDH Private Placement Warrants will be part of the liquidating distribution to the Public Stockholders and the warrants held by our Sponsor will be worthless; the warrants held by our Sponsor had an aggregate market value of approximately $ based upon the closing price of $ per warrant on the NYSE on , 2021;

•

if the Trust Account is liquidated, including in the event we are unable to complete an initial Business Combination within the required time period, our Sponsor has agreed that it will be liable to MDH if and to the extent any claims by a third-party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below: (i) $10.00 per public share; or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

•

the anticipated election of Franklin McLarty, our Executive Chairman, as a director of PubCo after the consummation of the Business Combination. As such, in the future they will receive any cash fees, stock options or stock awards that the PubCo Board determines to pay to our directors;

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•

the fact that Oppenheimer, PubCo’s PIPE Investment placement agent and an underwriter in the IPO, KBW, PubCo’s PIPE Investment placement agent and MDH’s financial advisor, and Stifel, MDH’s financial advisor and an underwriter in the IPO, will be entitled to receive a deferred underwriting commission and a placement agency and financial advisory fees, as applicable, upon completion of the Business Combination; and

•

the fact that KBW and Stifel will receive upon completion of the Business Combination: (i) $9,660,000 in deferred underwriting commission (minus an underwriter rebate of $1,930,000) ; (ii) $2,000,000 in PIPE placement agency fees and financial advisory fees; and (iii) $2,930,000 in buy-side M&A placement agency fees and financial advisory fees.

At any time prior to the Special Meeting, during a period when they are not then aware of any material non-public information regarding MDH or our securities, our initial stockholders, OP Group and/or its respective affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of MDH Common Stock or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that the proposals presented to stockholders for approval at the Special Meeting are approved or to provide additional equity financing. Any such share purchases and other transactions may thereby increase the likelihood of obtaining stockholder approval of the Business Combination. This may result in the completion of our Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.

The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of PubCo and its stockholders and what may be best for a director’s personal interests when determining to recommend that stockholders vote for the proposals. See the sections entitled “Risk Factors”, “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities” for more information and other risks.

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Certain Other Benefits in the Business Combination (page 154)

In addition to the interests of PubCo’s directors and officers in the Business Combination, stockholders should be aware that Oppenheimer, KBW and Stifel have financial interests that are different from, or in addition to, the interests of our stockholders.

Each of Stifel and Oppenheimer was an underwriter in MDH’s IPO, and, upon consummation of the Business Combination, the underwriters of the IPO are entitled to $9,660,000 of deferred underwriting commission, of which Stifel is entitled to $6,762,000 and Oppenheimer is entitled to $2,898,000. The underwriters of the IPO have agreed to waive their rights to the deferred underwriting commission held in the Trust Account in the event MDH does not complete an initial business combination within 24 months of the closing of the IPO. Accordingly, if the Business Combination, or any other initial business combination, is not consummated by that time and MDH is therefore required to be liquidated, the underwriters of the IPO, including Stifel and Oppenheimer, will not receive any of the deferred underwriting commission and such funds will be returned to the Public Stockholders upon its liquidation.

Furthermore, Oppenheimer and KBW were engaged by PubCo as placement agents with respect to the PIPE Investment and KBW is engaged as one of MDH’s financial advisors. PubCo decided to retain Oppenheimer and KBW as placement agents for the PIPE Investment based primarily on their extensive knowledge, strong market position and positive reputation in equity capital markets and their experienced and capable investment banking team. Similarly, MDH decided to retain KBW as its lead financial advisor based primarily on its leading investment banking franchise with a strong track record of advising on complex, transformational transactions.

In addition, under the terms of each of Stifel, Oppenheimer and KBW engagements, MDH agreed to reimburse such parties for their reasonable out-of-pocket expenses, including the fees and disbursements of its outside attorneys, and to indemnify each such party and certain related parties against liabilities, including liabilities under federal securities laws, in each case, in connection with, as a result of, or relating to their respective engagements.

Each of Stifel, Oppenheimer and KBW therefore have an interest in MDH completing a business combination that will result in the payment of the deferred underwriting commission to the underwriters of the IPO, including Stifel and Oppenheimer. In considering approval of the Business Combination, MDH’s stockholders should consider the roles of Stifel and Oppenheimer in light of the deferred underwriting commission each of Stifel and Oppenheimer is entitled to receive if the Business Combination is consummated within the time permitted.

Recommendation of the MDH Board (page 109)

The MDH Board believes that the Business Combination Proposal and the other proposals to be presented at the Special Meeting are in the best interest of MDH’s stockholders and unanimously recommends that our stockholders vote “FOR” the Business Combination Proposal, “FOR” the Organizational Document Proposal, “FOR” the separate Advisory Charter Proposal, “FOR” the NYSE Proposal, “FOR” the Equity Incentive Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Special Meeting.

Conditions to the Closing of the Business Combination (page 125)

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of the Business Combination, see “The Business Combination Proposal — The Business Combination Agreement — Conditions to the Closing of the Business Combination.”

Sources and Uses of Funds for the Business Combination (page 156)

The following table summarizes the sources and uses for funding the Business Combination. Where actual amounts are not known or knowable, the figures below represent MDH’s good faith estimate of such amounts.

Sources and Uses of Proceeds

($ in millions)

Sources	Assuming No Redemption(1)			Assuming Maximum Redemptions(2)
OP Group Equity Rollover		$	869.5		$	869.5
Capital in Trust			276.0			183.4
PIPE Proceeds			15.0			15.0
Total Sources		$	1,160.5		$	1,067.9

(1)

(2)

Reflects redemptions of 9.3 million shares of MDH Class A Common Stock, which is subject to change. The maximum redemption amount assumes a minimum of $165.0 million in Available Closing Date Cash.

Uses	Assuming No Redemption(1)			Assuming Max Redemptions(2)
OP Group Equity Rollover		$	869.5		$	869.5
Cash to Balance Sheet			217.8			125.2
Debt Repayment			12.3			12.3
Redemption of Preferred Units			21.0			21.0
Transaction Costs			39.9			39.9
Total Uses		$	1,160.5		$	1,067.9

(1)

(2)

Reflects redemptions of 9.3 million shares of MDH Class A Common Stock, which is subject to change. The maximum redemption amount assumes a minimum of $165.0 million in Available Closing Date Cash.

Certain United States Federal Income Tax Considerations (page 282)

For a discussion summarizing the United States federal income tax considerations of an exercise of redemption rights, please see “Certain United States Federal Income Tax Considerations.”

Anticipated Accounting Treatment (page 155)

For a discussion summarizing the anticipated accounting treatment of the Business Combination, please see “Anticipated Accounting Treatment.”

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Regulatory Matters

Unless waived by the parties to the Business Combination Agreement, and subject to applicable law, the consummation of the Business Combination is subject to, among other things, the expiration or termination of the waiting period under the HSR Act. The parties to the Business Combination Agreement have determined that the Transaction does not require a notification and report form to be filed in connection with the HSR Act and accordingly have waived such condition. Accordingly, the Business Combination is not subject to any federal or state regulatory requirement or approval, except for the filings with the SEC and the State of Delaware, in each case, that are necessary to effectuate the Business Combination. It is presently contemplated that if any additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Summary Risk Factors (page 65)

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the risk factors described under “Risk Factors”. Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us” or “our” refer to the business of OP Group prior to the Closing, which will be the business of PubCo and its subsidiaries following the Closing. Such risks include, but are not limited to:

Risks related to the Business Combination, including that:

•

Sponsor has agreed to vote in favor of the Business Combination Proposal described in this proxy statement/prospectus, regardless of how the Public Stockholders vote.

•

MDH and Op Group’s directors have interests that are different from, or in addition to (and which may conflict with), the interests of the Public Stockholders.

•

The announcement of the proposed Business Combination could disrupt OP Group’s business.

•

MDH has not obtained a third-party opinion in determining whether to pursue the Business Combination.

•

The unaudited pro forma financial information may not be representative of PubCo’s results if the Business Combination is completed.

•

During the pendency of the Business Combination, MDH will not be able to enter into a business combination with another party because of restrictions in the Business Combination Agreement. Furthermore, certain provisions of the Business Combination Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Business Combination Agreement.

•

The Proposed PubCo Charter will not limit the ability of Sponsor or its affiliates to compete with us.

Risks related to the redemption, including that:

•

The ability of the Public Stockholders to exercise Redemption Rights with respect to Public Shares may prevent MDH from completing the Business Combination or optimizing its capital structure.

•

If a Public Stockholder fails to receive notice of MDH’s offer to redeem Public Shares in connection with the Business Combination, or fails to comply with the procedures for tendering its Public Shares, such shares may not be redeemed.

•

There is no guarantee that a Public Stockholder’s decision whether to redeem its Public Shares will put the Public Stockholder in a better future economic position.

Risks if the Business Combination is not consummated, including that:

•

If the conditions to the Business Combination Agreement are not met, the Business Combination may not occur.

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•

If MDH is unable to complete an initial business combination within 24 months from the closing of the IPO, unless otherwise extended, MDH will cease all operations except for the purpose of winding up and it would redeem the Public Shares and liquidate.

•

You have limited rights or interests in funds in the Trust Account. To liquidate your investment, therefore, you may be forced to sell your Public Shares or MDH Public Warrants, potentially at a loss.

Risks related to our organizational structure after the Business Combination, including that:

•

PubCo will be a holding company and its only material asset after completion of the Business Combination will be its interest in its subsidiaries.

•

Entities affiliated with CF OMS and Blocker Owner will beneficially own, in the aggregate, approximately 73.8% of outstanding PubCo Common Stock upon completion of the Business Combination, and these stockholders may have strategic interests that differ from PubCo’s interests and from those of PubCo’s other stockholders.

Risks related to OP Group’s business and industry, including that:

•

OP Group has identified material weaknesses in its internal control over financial reporting and may identify additional material weaknesses in the future or fail to maintain an effective system of internal control over financial reporting.

•

OP Group’s success and its ability to grow its business depend on retaining and expanding its customer base.

•

OP Group may be unable to maintain and enhance its Olive brand and reputation.

•

OP Group has a limited operating history for its Digital Platform.

•

OP Group may not be able to continue to grow its Digital Platform business rapidly.

•

Changes in insurance, consumer protection and related regulations may adversely affect OP Group’s business.

•

OP Group’s proprietary data analytics algorithms may not operate properly or as we expect them to.

•

Security incidents or real or perceived errors, failures or bugs in its systems or Olive website could impair its business.

Risks Related to Being a Public Company

•

PubCo’s management team has limited experience managing a public company.

•

PubCo’s internal controls over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness.

•

PubCo may amend the terms of the PubCo Public Warrants in a manner that may be adverse to holders of such PubCo Public Warrants with the approval by the holders of at least 50% of the then outstanding PubCo Public Warrants. Your unexpired PubCo Public Warrants may be redeemed prior to their exercise at a time that is disadvantageous to you, thereby making your PubCo Public Warrants worthless.

Sources of Industry and Market Data

Where information has been sourced from a third-party, the source of such information has been identified. Unless otherwise indicated, the information contained in this proxy statement/prospectus on the market environment, market developments, growth rates, market trends and competition in the markets in which MDH and PubCo operate is taken from publicly available sources, including third-party sources, or reflects PubCo’s or OP Group’s estimates that are principally based on information from publicly available sources.

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TICKER SYMBOLS AND DIVIDEND INFORMATION

MDH Units, MDH Common Stock and MDH Warrants

The MDH Class A Common Stock and MDH Public Warrants are currently listed on the NYSE under the symbols “MDH” and “MDH.WS,” respectively. Certain of the shares of MDH Class A Common Stock and MDH Public Warrants currently trade as MDH Units consisting of one share of MDH Class A Common Stock and one-half of one redeemable warrant and are listed on the NYSE under the symbol “MDH.U.” The MDH Units will automatically separate into component securities of MDH upon consummation of the Business Combination and, as a result, will no longer trade as an independent security. PubCo intends to apply for listing, to be effective at the Closing, of the MDH Class A Common Stock and PubCo Public Warrants on the NYSE under the symbols “OLV” and “OLV.WS”, respectively upon the Closing. PubCo will not have units traded following the Closing.

The closing price for each share of MDH Class A Common Stock, MDH Unit and MDH Public Warrant on July 21, 2021, the last trading day before announcement of the execution of the Business Combination Agreement, was $9.66, $10.03 and $0.83, respectively. As of , the record date for the special meeting, the most recent closing price for each share of MDH Class A Common Stock, MDH Unit and MDH Public Warrant was $ , $ and $ , respectively.

Holders

As of , 2021, there was holder of record of the MDH Units, holder of record of shares of MDH Class A Common Stock and two holders of record of the MDH Public Warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, shares of MDH Class A Common Stock and MDH Public Warrants are held of record by banks, brokers and other financial institutions.

Dividend Policy

MDH has not paid any cash dividends on its shares of common stock to date and does not intend to pay any cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon PubCo’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to a Business Combination will be within the discretion of the PubCo Board at such time.

OP Group

There is no public market for shares of OP Group’s equity securities.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF OP GROUP

The following table shows selected historical financial information of OP Group for the periods and as of the dates indicated.

The selected historical financial information of OP Group as of December 31, 2020 and 2019, and for the years ended December 31, 2020 and 2019 was derived from the audited historical consolidated financial statements of OP Group included elsewhere in this proxy statement/prospectus. The selected historical financial information of OP Group as of September 30, 2021 and 2020, and for the nine months ended September 30, 2021 and 2020 was derived from the unaudited historical consolidated financial statements of OP Group included elsewhere in this proxy statement/prospectus. As explained elsewhere in this proxy statement/prospectus, the financial information contained in this section relates to OP Group, prior to and without giving pro forma effect to the impact of the Business Combination and, as a result, the results reflected in this section may not be indicative of the results of OP Group going forward. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this proxy statement/prospectus.

The following selected historical financial information should be read together with the consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of OP Group” appearing elsewhere in this proxy statement/prospectus. The selected historical financial information in this section is not intended to replace OP Group’s consolidated financial statements and the related notes. OP Group’s historical results are not necessarily indicative of OP Group’s future results.

	Nine Months Ended September 30,						Years Ended December 31,
	2021			2020			2020			2019
	(in thousands)
Revenue
Finance receivables income		$	48,898		$	45,456		$	60,792		$	69,327
Commission income			9,499			1,248			2,622			—
Other income			1,624			943			1,463			2,508
Total revenue			60,021			47,647			64,877			71,835
Operating Expenses
Selling, general and administrative			39,921			15,095			21,822			15,640
Depreciation and amortization			5,656			6,117			8,124			10,137
Bank and credit card charges			4,165			3,789			5,078			6,076
Provision for finance receivable losses			1,625			1,875			2,500			2,500
Total operating expenses			51,367			26,876			37,524			34,353
Operating income			8,654			20,771			27,353			37,482
Other expenses
Interest expense			9,489			10,580			13,700			24,972
Loss on extinguishment of debt			—			—			—			289
Total other expenses			9,489			10,580			13,700			25,261
(Loss) income before income tax provision			(835)			10,191			13,653			12,221
Income tax provision			218			135			178			190
Net (loss) income		$	(1,053)		$	10,056		$	13,475		$	12,031

	Page
ADDITIONAL INFORMATION		1
FREQUENTLY USED TERMS		2
TRADEMARKS		9
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		10
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS		12
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS		30
TICKER SYMBOLS AND DIVIDEND INFORMATION		57
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF OP GROUP		58
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		62
RISK FACTORS		65
SPECIAL MEETING OF THE STOCKHOLDERS		108
THE BUSINESS COMBINATION PROPOSAL		114
THE ORGANIZATIONAL DOCUMENT PROPOSAL		159
THE ADVISORY CHARTER PROPOSALS		162
THE NYSE PROPOSAL		166
THE EQUITY INCENTIVE PLAN PROPOSAL		168
THE ADJOURNMENT PROPOSAL		175
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		176
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		182
INFORMATION ABOUT MDH		190
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF MDH		202
BUSINESS OF OP GROUP		206
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF OP GROUP		217
MANAGEMENT OF PUBCO FOLLOWING THE BUSINESS COMBINATION		238
EXECUTIVE COMPENSATION		245
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		253
BENEFICIAL OWNERSHIP OF SECURITIES		260
DESCRIPTION OF SECURITIES		263
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS		282
APPRAISAL RIGHTS		291
HOUSEHOLDING INFORMATION		292
SUBMISSION OF STOCKHOLDER PROPOSALS		293
FUTURE STOCKHOLDER PROPOSALS		294
WHERE YOU CAN FIND MORE INFORMATION		295
LEGAL MATTERS		296
EXPERTS		297
DELIVERY OF DOCUMENTS TO STOCKHOLDERS		298
TRANSFER AGENT AND REGISTRAR		299

	Page
INDEX TO FINANCIAL STATEMENTS		F-1
ANNEX A: BUSINESS COMBINATION AGREEMENT		A-1
ANNEX B-1: FORM OF PROPOSED AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PUBCO		B1-1
ANNEX B-2: FORM OF PROPOSED AMENDED AND RESTATED BYLAWS OF PUBCO		B2-1
ANNEX C: FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF OP GROUP HOLDINGS, LLC		C-1
ANNEX D: FORM OF INVESTOR RIGHTS AGREEMENT		D-1
ANNEX E: FORM OF LOCKUP-AGREEMENT		E-1
ANNEX F: FORM OF REGISTRATION RIGHTS AGREEMENT		F-1
ANNEX G: FORM OF TAX RECEIVABLE AGREEMENT		G-1
ANNEX H: SPONSOR LETTER AGREEMENT		H-1
ANNEX I: TRANSACTION SUPPORT AGREEMENT		I-1
ANNEX J: FORM OF EQUITY INCENTIVE PLAN		J-1
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS		II-1

Balance Sheet Data	September 30, 2021
	(amounts in thousands)
Total assets		$	746,653
Total liabilities		$	601,791
Total Redeemable Series A Preferred Units		$	21,000
Total members’ equity		$	123,862

	Nine Months Ended September 30, 2021			Nine Months Ended September 30, 2020			Year Ended December 31, 2020			Year Ended December 31, 2019
($ thousands, unless otherwise noted)
Total Number of Originations			294.8			259.5			344.5			381.2
Total Originations Amount		$	944,190		$	829,932		$	1,098,927		$	1,152,455
Payment Services: Adjusted EBITDA (non-GAAP measure)
Adjusted EBITDA(1)		$	31,292		$	29,963		$	40,643		$	48,599
Adjusted EBITDA Margin(1)			61.9%			64.6%			65.3%			67.7%
Digital Platform: Premiums
Net Premium		$	39,245		$	3,208		$	8,407			—