Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, on November 8, 2021, USHG Acquisiton Corp. (the
"Company") entered into an Investment Agreement and Plan of Merger (the
"Investment Agreement") with Panera Brands, Inc. a Delaware corporation
("Panera"), and Rye Merger Sub Inc., a Delaware corporation and wholly owned
subsidiary of Panera ("Merger Sub"), pursuant to which the parties agreed that
Merger Sub would merge with and into the Company, with the Company surviving the
merger as a wholly owned subsidiary of Panera (the "Merger"). The Investment
Agreement provided that it could be terminated by the Company or Panera 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 the Company terminating the Investment Agreement as a result of the Merger
not having been completed on or prior to June 30, 2022.
The Company was incorporated for the purpose of effecting a merger, share
purchase or reorganization or other similar business combination with one or
more businesses or entities. The Company intends to recommence its efforts to
identify a prospective target business for an initial business combination,
including traditional SPAC business combinations as well transaction structures
that may permit the Company and its management team to add value to a target's
business and deliver a compelling investment opportunity to the Company's
stockholders. Under the Company's second amended and restated certificate of
incorporation, the Company has until March 1, 2023 to complete an initial
business combination, unless it obtains Company stockholder approval for an
extension of this time period.
Item 8.01. Other Events.
On July 1, 2022, the Company issued a press release announcing the termination
of the Investment Agreement. A copy of the press release is attached to this
report as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description of Exhibits
99.1 Press Release, dated July 1, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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