References in this Quarterly Report on Form 10-Q (the "Quarterly Report" or this
"report") to "we," "us," "our" or the "Company" refer to USHG Acquisition Corp.
References to our "management" or our "management team" refer to our officers
and directors, references to the "Sponsor" refer to USHG Investments, LLC. The
following discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with the unaudited condensed
financial statements and the notes thereto contained elsewhere in this Quarterly
Report. Certain information contained in the discussion and analysis set forth
below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
Some of the statements contained in this Quarterly Report may constitute
"forward-looking statements" for purposes of the federal securities laws. Our
forward-looking statements include, but are not limited to, statements regarding
our or our management team's expectations, hopes, beliefs, intentions or
strategies regarding the future. In addition, any statements that refer to
projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking
statements. The words "expect," "anticipate," "believe," "continue," "could,"
"estimate," "expect," "intends," "may," "might," "plan," "possible,"
"potential," "predict," "project," "seek," "should," "would" and similar
expressions may identify forward-looking statements, but the absence of these
words does not mean that a statement is not forward-looking. Forward-looking
statements in this Quarterly Report may include, for example, statements about:
• our ability to select an appropriate target business or businesses;
• our ability to complete our initial Business Combination;
• our expectations around the performance of a prospective target business
or businesses;
• our success in retaining or recruiting, or changes required in, our
officers, key employees or directors following our initial Business
Combination;
• our officers and directors allocating their time to other businesses and
potentially having conflicts of interest with our business or in
approving our initial Business Combination;
• our potential ability to obtain additional financing to complete our
initial Business Combination;
• our pool of prospective target businesses;
• our ability to consummate an initial Business Combination due to the
uncertainty resulting from the COVID-19 pandemic;
• the ability of our officers and directors to generate a number of
potential Business Combination opportunities;
• our public securities' potential liquidity and trading;
• the lack of a market for our securities;
• the use of proceeds not held in the Trust Account (as defined below) or
available to us from interest income on the Trust Account balance;
• the Trust Account not being subject to claims of third parties;
• our financial performance following the Initial Public Offering;
• changes in laws or regulations, or a failure to comply with any laws or
regulations;
• the proximity to our liquidation date, liquidity condition and our
ability to continue as a "going concern"; or
• our ability to find an attractive target business with which to
consummate an initial Business Combination due to adverse changes in
global or regional economic conditions.
The forward-looking statements contained in this Quarterly Report are based on
our current expectations and beliefs concerning future developments and their
potential effects on us. There can be no assurance that future developments
affecting us will be those that we have 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, those factors described in the section entitled "Risk Factors" of
our final prospectus filed with the SEC on February 25, 2021, our Annual Report
on Form 10-K for the year ended December 31, 2021 as filed with the SEC on
March 14, 2022, our subsequent Quarterly Reports on Form 10-Q and our other SEC
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filings. 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. We
undertake no 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.
Overview
We are a blank check company incorporated on December 4, 2020 as a Delaware
corporation and formed 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 ("Business Combination"). We
intend to effectuate our Business Combination using cash from the proceeds of
the Initial Public Offering and the sale of the Private Placement Warrants (as
defined below), our shares, debt, or a combination of cash, equity, and debt. We
are an emerging growth company and, as such, we are subject to all of the risks
associated with emerging growth companies.
Our Sponsor is USHG Investments, LLC, a Delaware limited liability company. The
registration statement for the Initial Public Offering was declared effective on
February 24, 2021. On March 1, 2021, we consummated the Initial Public Offering
of 28,750,000 units ("Units" and, with respect to the Class A common stock
included in the units being offered, the "public shares"), including 3,750,000
over-allotment Units, at $10.00 per Unit, generating gross proceeds of
$287.5 million, and incurring offering costs of approximately $784,282,
inclusive of approximately $15.8 million in deferred underwriting commissions.
Simultaneously with the closing of the Initial Public Offering, we consummated
the private placement (the "Private Placement") of 1,333,333 warrants (each, a
"Private Placement Warrant" and collectively, the "Private Placement Warrants")
at a price of $1.50 per Private Placement Warrant to the Sponsor, generating
proceeds of $2.0 million.
Upon the closing of the Initial Public Offering and the Private Placement,
$287.5 million ($10.00 per Unit) of the net proceeds of the Initial Public
Offering was held in a trust account ("Trust Account") located in the United
States with American Stock Transfer & Trust Company, LLC acting as trustee, and
invested only in United States "government securities" within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940, as amended (the
"Investment Company Act") having a maturity of 180 days or less or in money
market funds meeting certain conditions under Rule 2a-7 promulgated under the
Investment Company Act, which invest only in direct U.S. government treasury
obligations, as determined by us, until the earlier of: (i) the completion of a
Business Combination and (ii) the distribution of the Trust Account.
If we are unable to complete a Business Combination within 24 months from the
closing of the Initial Public Offering, or March 1, 2023, we will (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem the public
shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account including interest earned on the funds held
in the Trust Account and not previously released to us to pay our taxes (less up
to $100,000 of interest to pay dissolution expenses), divided by the number of
then outstanding public shares, which redemption will completely extinguish
public stockholders' rights as stockholders (including the right to receive
further liquidating distributions, if any) and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining
stockholders and our board of directors, dissolve and liquidate, subject in each
case to our obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law.
Recent Developments
On November 8, 2021, we entered into the Investment Agreement with Panera and
Merger Sub.
The Investment Agreement provided that either we or Panera could terminate the
agreement if the Merger was not completed on or prior to June 30, 2022, subject
to certain limitations. On July 1, 2022, Panera delivered a written notice of
termination to us terminating the Investment Agreement as a result of the Merger
not having been completed on or prior to June 30, 2022. For more information
regarding the termination of the Investment Agreement, please refer to our
Current Report on Form 8-K filed with the SEC on July 1, 2022.
Liquidity and Going Concern Considerations
We had $199,140 in cash and a working capital deficit of $522,607 as of
September 30, 2022. We have incurred and expect to incur additional significant
costs in pursuit of our financing and acquisition plans. Additionally, we have
until March 1, 2023 to
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consummate a Business Combination. In connection with our assessment of going
concern considerations in accordance with ASU 2014-15, "Disclosures of
Uncertainties about an Entity's Ability to Continue as a Going Concern," we have
determined that liquidity condition, mandatory liquidation and subsequent
dissolution raises substantial doubt about our ability to continue as a going
concern. No adjustments have been made to the carrying amounts of assets or
liabilities should we be required to liquidate after March 1, 2023. The
financial statements do not include any adjustment that might be necessary if we
are unable to continue as a going concern.
Our liquidity needs prior to September 30, 2022 were satisfied through the
proceeds of $24,120 from the sale of the Founders Shares, loan from affiliates
of our Sponsor of up to $300,000 under a promissory note (the "$300,000 Note")
and the net proceeds from the consummation of the Initial Public Offering and
the Private Placement held outside of the Trust Account. We repaid the $300,000
Note in full on February 26, 2021. Subsequent to September 30, 2022, our
liquidity needs have been satisfied through an additional loan from affiliates
of our Sponsor of $500,000.
Results of Operations
We have neither engaged in any operations (other than searching for a Business
Combination after the Initial Public Offering) nor generated any revenues to
date. We do not expect to generate any operating revenues until after the
completion of our Business Combination. We expect to generate non-operating
income in the form of interest income on cash and cash equivalents. We incur
expenses as a result of being a public company (for legal, financial reporting,
accounting, and auditing compliance), as well as for due diligence expenses.
For the nine months ended September 30, 2022, we had a net income of $19,710,088
which consisted of a $18,829,816 gain from the change in fair value of
derivative warrant liabilities, $1,666,985 in interest income from funds held in
the Trust Account and $1,200,000 in legal fees related to the Merger paid by the
Counterparty on our behalf, offset by $1,462,092 in formation and operating
costs, $133,936 in franchise tax expenses and $390,685 in income tax expenses.
For the nine months ended September 30, 2021, we had a net income of $4,194,795,
which consisted of a $5,642,686 gain from the increase in fair value of
derivative warrant liabilities and $10,052 in interest income from funds held in
the Trust Account, offset by $549,959 in formation and operating costs and
$150,000 in franchise tax expenses and $757,984 in offering costs allocated to
derivative warrant liabilities.
Related Party Transactions
Founder Shares
On December 29, 2020, our Sponsor paid $24,120, or approximately $0.003 per
share, to cover certain of our offering and formation costs in consideration of
6,934,500 shares of Class B common stock, par value $0.0001. In January 2021,
our Sponsor made a charitable contribution of 115,000 of those shares to Share
Our Strength. The number of Founder Shares issued was determined based on the
expectation that such Founder Shares would represent 21.714% of the issued and
outstanding shares upon completion of the Initial Public Offering. Following the
consummation of the Initial Public Offering and prior to or in connection with
our initial Business Combination, we may issue up to an additional 253,000
shares of Class B common stock to the service providers. The Founder Shares and
the Discretionary Allocation Shares (including the shares of Class A common
stock issuable upon exercise thereof) may not, subject to certain limited
exceptions, be transferred, assigned or sold by the holder.
The initial stockholders agreed, subject to limited exceptions, not to transfer,
assign or sell any of the Founder Shares until the earlier to occur of:
(A) one year after the completion of our initial Business Combination and
(B) subsequent to our initial Business Combination, (x) if the closing price of
our Class A common stock equals or exceeds $12.00 per share (as adjusted for
stock splits, stock capitalizations, reorganizations, recapitalizations and the
like) for any 20 trading days within any 30-trading day period commencing at
least 150 days after our initial Business Combination (provided that the
30-trading day must be completed prior to any such transfer, assignment or
sale), or (y) the date on which we complete a liquidation, merger, capital stock
exchange or other similar transaction that results in all of our public
stockholders having the right to exchange their shares of our Class A common
stock for cash, securities or other property.
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Private Placement Warrants
Simultaneously with the closing of the Initial Public Offering, we consummated
the Private Placement of 1,333,333 Private Placement Warrants to the Sponsor,
each exercisable to purchase one share of Class A common stock at $11.50 per
share, at a price of $1.50 per Private Placement Warrant, generating gross
proceeds to us of $2.0 million.
Each Private Placement Warrant is exercisable for one whole share of Class A
common stock at a price of $11.50 per share. A portion of the proceeds from the
sale of the Private Placement Warrants to the Sponsor was added to the proceeds
from the Initial Public Offering held in the Trust Account. If we do not
complete a Business Combination within 24 months from the closing of the Initial
Public Offering, the Private Placement Warrants will expire worthless. Except as
set forth below, the Private Placement Warrants will be non-redeemable for cash
and exercisable on a cashless basis so long as they are held by the Sponsor or
their permitted transferees.
The purchasers of the Private Placement Warrants agreed, subject to limited
exceptions, not to transfer, assign or sell any of their Private Placement
Warrants (except to permitted transferees) until 30 days after the completion of
the initial Business Combination.
Related Party Loans
Affiliates of our Sponsor agreed to loan us up to $300,000 that were used for a
portion of the expenses of the Initial Public Offering. As of February 4, 2021,
we borrowed all $300,000 available under the $300,000 Note with affiliates of
our Sponsor. These loans were non-interest bearing, unsecured and were due at
the earlier of December 31, 2021 and the closing of our Initial Public Offering.
The $300,000 Note was repaid in full on February 26, 2021.
In order to finance transaction costs in connection with a Business Combination,
our Sponsor or an affiliate of the Sponsor, or certain of our officers and
directors may, but are not obligated to, provide us with Working Capital Loans.
If we complete a Business Combination, we would repay the Working Capital Loans
out of the proceeds of the Trust Account released to us. Otherwise, the Working
Capital Loans would be repaid only out of funds held outside the Trust Account.
In the event that a Business Combination does not close, we may use a portion of
proceeds held outside the Trust Account to repay the Working Capital Loans, but
no proceeds held in the Trust Account would be used to repay the Working Capital
Loans. The Working Capital Loans would either be repaid upon consummation of a
Business Combination, without interest, or, at the lender's discretion, up to
$2.0 million of such Working Capital Loans may be convertible into warrants of
the post Business Combination entity at a price of $1.50 per warrant. The
warrants would be identical to the Private Placement Warrants. As of
September 30, 2022 and December 31, 2021, we had $500,000 and no borrowings
outstanding under the Working Capital Loans, respectively.
On March 29, 2022, we entered into a note agreement with related parties for a
principal amount of $500,000, payable upon consummation of our initial Business
Combination. No interest shall accrue on the outstanding principal. If the
initial Business Combination is not consummated, the note will not be repaid,
and all outstanding balance will be forgiven. Upon consummation of a Business
Combination, each payee shall have the option, but not the obligation, to
convert the principal balance of the note, in whole or in part, into warrants at
a price of $1.50 per warrant, with the warrants being identical to the Private
Placement Warrants. As of September 30, 2022, there was $500,000 outstanding
under the note.
Commitments and Contingencies
Registration Rights
The holders of the Founder Shares, Private Placement Warrants and warrants that
may be issued upon conversion of Working Capital Loans (and any Class A common
stock issuable upon the exercise of the Private Placement Warrants and warrants
that may be issued upon conversion of Working Capital Loans) are entitled to
registration rights pursuant to a registration rights agreement entered into
prior to the closing of the Initial Public Offering. The holders of these
securities may at any time, and from time to time, request in writing that we
register the resale of any or all of these securities on Form S-3 or any similar
short form registration statement that may be available at such time; provided,
however, that we shall not be obligated to effect such request through an
underwritten offering. In addition, the holders have certain "piggy-back"
registration rights with respect to registration statements filed subsequent to
the completion of the initial Business Combination. We will bear the expenses
incurred in connection with the filing of any such registration statements.
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Underwriting Agreement
The underwriters are entitled to a deferred fee of $0.55 per Unit, or
$15,812,500 in the aggregate. The deferred fee will be waived by the
underwriters in the event that we do not complete a Business Combination,
subject to the terms of the underwriting agreement.
Administrative Services Agreement
The Company entered into an Administrative Services Agreement pursuant to which
the Company will pay an affiliate of the Sponsor a total of $10,000 per month,
until the earlier of the completion of the initial Business Combination and the
liquidation of the trust assets, for office space, secretarial and
administrative services. Upon completion of the initial Business Combination or
liquidation, the Company will cease paying these monthly fees. For the three and
nine months ended September 30, 2022, the Company paid $30,000 and $90,000 for
the services provided through the Administrative Services Agreement,
respectively. For the three and nine months ended September 30, 2021, the
Company paid $40,000 for the services provided through the Administrative
Services Agreement.
Independent Financial Advisory Services
Piper Sandler & Co. is acting as our independent financial advisor as defined
under Financial Industry Regulatory Authority Rule 5110(j)(9), to provide
independent financial consulting services, consisting of a review of deal
structure and terms and related structuring advice in connection with our
proposed Merger with Panera. We agreed to pay Piper Sandler & Co. a financial
advisory fee of $3,000,000 if we consummated the proposed Merger with Panera by
May 5, 2022 or one year following the termination of the agreement with Piper
Sandler & Co. We are no longer liable to pay Piper Sandler & Co. the $3,000,000
financial advisory fee as the Merger was not completed by May 5, 2022 and the
Investment Agreement was terminated on July 1, 2022.
Critical Accounting Estimates
The preparation of unaudited condensed financial statements and related
disclosures in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the unaudited condensed
financial statements, and income and expenses during the periods reported.
Actual results could materially differ from those estimates. We have identified
the following as our critical accounting policies:
Investments Held in the Trust Account
Our portfolio of investments held in the Trust Account is comprised of U.S.
government securities, within the meaning set forth in Section 2(a) (16) of the
Investment Company Act, with a maturity of 185 days or less, or investments in
money market funds that invest in U.S. government securities, or a combination
thereof. The investments held in the Trust Account are classified as trading
securities. Trading securities are presented on the balance sheets at fair value
at the end of each reporting period. Gains and losses resulting from the change
in fair value of these securities is included in income from investments held in
the Trust Account in the accompanying unaudited condensed statements of
operations. The estimated fair values of investments held in the Trust Account
are determined using available market information.
Class A Common Stock Subject to Possible Redemption
We account for our Class A common stock subject to possible redemption in
accordance with the guidance in Accounting Standards Codification Topic 480
"Distinguishing Liabilities from Equity." Shares of Class A common stock subject
to mandatory redemption (if any) are classified as liability instruments and are
measured at fair value. Conditionally redeemable shares of Class A common stock
(including shares of Class A common stock that feature redemption rights that
are either within the control of the holder or subject to redemption upon the
occurrence of uncertain events not solely within our control) are classified as
temporary equity. At all other times, shares of Class A common stock are
classified as stockholders' equity. Our shares of Class A common stock feature
certain redemption rights that are considered to be outside of our control and
subject to the occurrence of uncertain future events. Accordingly, as of
September 30, 2022 and December 31, 2021, common stock subject to possible
redemption is presented at redemption value as temporary equity, outside of the
stockholders' equity section of our condensed balance sheets.
Net Income Per Share of Common Stock
We comply with accounting and disclosure requirements of FASB ASC Topic 260,
"Earnings Per Share." Net income/loss per common share is computed by dividing
net income by the weighted average number of shares of common stock outstanding
during the period. We have not considered the effect of the warrants sold in the
Initial Public Offering and Private Placement in the calculation of diluted
income per share, because the exercise of the warrants are contingent upon the
occurrence of future events and the inclusion of such warrants would be
anti-dilutive. Accretion associated with the redeemable Class A common stock is
excluded from earnings per share as the redemption value approximates fair
value.
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Derivative Warrant Liabilities
We account for the warrants in accordance with the guidance contained in ASC
815-40-15-7D and 7F under which the warrants do not meet the criteria for equity
treatment and must be recorded as liabilities. Accordingly, we classify the
warrants as liabilities at their fair value and adjusts the warrants to fair
value at each reporting period. This liability is subject to re-measurement at
each balance sheet date until exercised, and any change in fair value is
recognized in our unaudited condensed statements of operations. The Private
Placement Warrants are valued using a Modified Black Scholes Option Pricing
Model.
Recent accounting standards
In August 2020, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU") 2020-06, Debt - Debt with Conversion and
Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in
Entity's Own Equity (Subtopic 815-40) ("ASU 2020-06") to simplify accounting for
certain financial instruments. ASU 2020-06 eliminates the current models that
require separation of beneficial conversion and cash conversion features from
convertible instruments and simplifies the derivative scope exception guidance
pertaining to equity classification of contracts in an entity's own equity. The
new standard also introduces additional disclosures for convertible debt and
freestanding instruments that are indexed to and settled in an entity's own
equity. ASU 2020-06 amends the diluted earnings per share guidance, including
the requirement to use the if-converted method for all convertible instruments.
ASU 2020-06 is effective January 1, 2024 and should be applied on a full or
modified retrospective basis, with early adoption permitted beginning on
January 1, 2021. Management is currently evaluating the new guidance but does
not expect the adoption of this guidance to have a material impact on our
financial statements.
Management does not believe that any other recently issued, but not yet
effective, accounting standards, if currently adopted, would have a material
effect on our unaudited condensed financial statements.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of September 30, 2022.
JOBS Act
The Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") contains
provisions that, among other things, relax certain reporting requirements for
qualifying public companies. We qualify as an "emerging growth company" and
under the JOBS Act are allowed to comply with new or revised accounting
pronouncements based on the effective date for private (not publicly traded)
companies. We are electing to delay the adoption of new or revised accounting
standards, and as a result, we may not comply with new or revised accounting
standards on the relevant dates on which adoption of such standards is required
for non-emerging growth companies. As a result, our financial statements may not
be comparable to companies that comply with new or revised accounting
pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the
other reduced reporting requirements provided by the JOBS Act. Subject to
certain conditions set forth in the JOBS Act, if, as an "emerging growth
company," we choose to rely on such exemptions we may not be required to, among
other things, (i) provide an auditor's attestation report on our system of
internal controls over financial reporting pursuant to Section 404, (ii) provide
all of the compensation disclosure that may be required of non-emerging growth
public companies under the Dodd-Frank Wall Street Reform and Consumer Protection
Act, (iii) comply with any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or a
supplement to the auditor's report providing additional information about the
audit and the financial statements (auditor discussion and analysis) and
(iv) disclose certain executive compensation related items such as the
correlation between executive compensation and performance and comparisons of
the Chief Executive Officer's compensation to median employee compensation.
These exemptions will apply for a period of five years following the completion
of our Initial Public Offering or until we are no longer an "emerging growth
company," whichever is earlier.
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