HUGS.U / USHG Acquisition Corp. Units, each consisting of one share of Class A , and one-third of - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

HUGS / USHG Acquisition Corp. / DAVIDSON KEMPNER PARTNERS - USHG ACQUISITION CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2) USHG Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 91748P100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40109 USHG ACQUISITION CORP. (Exact name of registrant as specifi

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 27, 2022 USHG Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40109 85-4281417 (State or Other Jurisdiction of Incorporation) (Commissio

AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION USHG ACQUISITION CORP. December 27, 2022

Exhibit 3.1 Execution Version AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF USHG ACQUISITION CORP. December 27, 2022 USHG Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?USHG Acquisition Corp.? The original certificate of incorporati

AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT

Exhibit 10.1 Execution Version AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 27, 2022, is made by and between USHG Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”), and

AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION USHG ACQUISITION CORP. December 27, 2022

Exhibit 3.2 Execution Version AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF USHG ACQUISITION CORP. December 27, 2022 USHG Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?USHG Acquisition Corp.? The original certificate of incorporati

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 09, 2023, pursuant to the provisions of Rule 12d2-2 (a).

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 12, 2022 USHG Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40109 85-4281417 (State or Other Jurisdiction of Incorporation) (Commissio

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2022 USHG Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40109 85-4281417 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4010

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

USHG Acquisition Corp. and Panera Brands Will Not Extend Partnership Danny Meyer and USHG Acquisition Corp. to Resume Active Search for Category-leading Business that Embraces Enlightened Hospitality

Exhibit 99.1 USHG Acquisition Corp. and Panera Brands Will Not Extend Partnership Danny Meyer and USHG Acquisition Corp. to Resume Active Search for Category-leading Business that Embraces Enlightened Hospitality NEW YORK, NY ? July 1, 2022 ? USHG Acquisition Corp. (NYSE:HUGS) (?HUGS?), a company sponsored by an affiliate of Union Square Hospitality Group, LLC, a leading hospitality business, and

Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 1, 2022 USHG Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40109 85-4281417 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT

Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 29, 2022 USHG Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40109 85-4281417 (State or other jurisdiction of incorporation) (Commission F

Promissory Note, dated March 29, 2022, issued by USHG Acquisition Corp. to affiliates of the Sponsor.

Exhibit 10.1 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to USHG ACQUISITION CORP. (Exact nam

Description of securities*

Exhibit 4.5 Description of the Company?s Securities Registered Under Section 12 of the Exchange Act of 1934 The following description of our units, common stock and warrants is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our amended and restated certificate of incorporation, bylaws and warrant agreement, each of which are incorporat

HUGS.U / USHG Acquisition Corp. Units, each consisting of one share of Class A , and one-third of / GILDER GAGNON HOWE & CO LLC - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (Amendment No. 1)* USHG Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 91748P209 (CUSIP Number) December 31, 2021 (

HUGS / USHG Acquisition Corp. / Sculptor Capital LP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* USHG ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 91748P100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

HUGS / USHG Acquisition Corp. / DAVIDSON KEMPNER PARTNERS - USHG ACQUISITION CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* USHG Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 91748P100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

HUGS / USHG Acquisition Corp. / DAVIDSON KEMPNER PARTNERS - USHG ACQUISITION CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) USHG Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 91748P100 (CUSIP Number) December 8, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

HUGS.U / USHG Acquisition Corp. Units, each consisting of one share of Class A , and one-third of / Sculptor Capital LP - SC 13G Passive Investment

SC 13G 1 d246410dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) USHG ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 91748P209 (CUSIP Number) November 9, 2021 (Date of Event Which Requires Filing of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to USHG Acquisition Corp. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Tr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: September 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2021 USHG Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40109 85-4281417 (State or other jurisdiction of incorporation) (Commissio

Filed by USHG Acquisition Corp.

Filed by USHG Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: USHG Acquisition Corp. Commission File No.: 001-40109 Speaker 1: Restaurateur, Danny Meyers?s SPAC is found to target USHG Acquisition Corp. invested its holdings in Panera Brands when it goes public Meyer will bec

Sponsor Letter Agreement, dated as of November 8, 2021, by and among Sponsor, Share Our Strength, HUGS and Panera.

EX-10.1 3 d223129dex101.htm EX-10.1 Exhibit 10.1 November 8, 2021 Panera Brands, Inc. 3630 South Geyer Road, Suite 100 St. Louis, Missouri 63127 USHG Acquisition Corp. 53 Broadway, 17th Floor New York, New York 10010 Re: Sponsor Letter Agreement Ladies and Gentlemen: This letter agreement (“Sponsor Letter Agreement”) is being delivered to you in accordance with that certain Investment Agreement an

Danny Meyer’s USHG Acquisition Corp. to be Cornerstone Partner alongside Panera Brands IPO Panera Brands will pursue a traditional IPO with Mr. Meyer and USHG Acquisition Corp. as key partners Mr. Meyer to become Lead Independent Director of Panera B

EX-99.1 6 d223129dex991.htm EX-99.1 Exhibit 99.1 Danny Meyer’s USHG Acquisition Corp. to be Cornerstone Partner alongside Panera Brands IPO Panera Brands will pursue a traditional IPO with Mr. Meyer and USHG Acquisition Corp. as key partners Mr. Meyer to become Lead Independent Director of Panera Brands Board ST. LOUIS, MO and NEW YORK, NY – November 9, 2021 — Panera Brands, which includes the ico

Danny Meyer’s USHG Acquisition Corp. to be Cornerstone Partner alongside Panera Brands IPO Panera Brands will pursue a traditional IPO with Mr. Meyer and USHG Acquisition Corp. as key partners Mr. Meyer to become Lead Independent Director of Panera B

Filed by Panera Brands, Inc. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: USHG Acquisition Corp. Commission File No.: 001-40109 Danny Meyer?s USHG Acquisition Corp. to be Cornerstone Partner alongside Panera Brands IPO Panera Brands will pursue a traditional IPO with Mr. Meyer and USHG Acqu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2021 USHG Acquisition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2021 USHG Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40109 85-4281417 (State or other jurisdiction of incorporation) (Commission

DM Subscription Agreement, dated as of November 8, 2021, by and between Daniel H. Meyer and Panera.

EX-10.2 4 d223129dex102.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION PANERA BRANDS, INC. COMMON STOCK SUBSCRIPTION AGREEMENT November 8, 2021 CONTENTS Clause Page 1. Purchase and Sale of Common Stock 1 1.1 Sale and Issuance of Common Stock 1 1.2 Closing 1 2. Representations and Warranties of the Company 1 2.1 Organization, Good Standing and Qualification 1 2.2 Authorization 2 2.3 Valid Issuance 2 2.

Investment Agreement and Plan of Merger, dated as of November 8, 2021, by and among HUGS, Panera and Merger Sub.

Exhibit 2.1 EXECUTION VERSION INVESTMENT AGREEMENT AND PLAN OF MERGER BY AND AMONG USHG ACQUISITION CORP., RYE MERGER SUB INC., AND PANERA BRANDS, INC. DATED AS OF NOVEMBER 8, 2021 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 3 Section 1.1 Definitions 3 ARTICLE II MERGER 19 Section 2.1 The Merger; Company Preferred Shares 19 Section 2.2 Merger Consideration 20 Section 2.3 No Fractional Com

Filed by Panera Brands, Inc.

425 1 form425.htm Filed by Panera Brands, Inc. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: USHG Acquisition Corp. Commission File No.: 001-40109 November 9, 2021 Dear Colleagues, I am excited to share some news about USHG Acquisition Corp. (NYSE: HUGS) (“USHGAC”), the special purpose acqui

JAB Subscription Agreement, dated as of November 8, 2021, by and among JAB, HUGS and Panera.

EX-10.3 5 d223129dex103.htm EX-10.3 Exhibit 10.3 EXECUTION VERSION PANERA BRANDS, INC. COMMON STOCK SUBSCRIPTION AGREEMENT November 8, 2021 CONTENTS Clause Page 1. Purchase and Sale of Common Stock 1 1.1  Sale and Issuance of Common Stock 1 1.2  Closing 1 2. Representations and Warranties of the Company 2 2.1  Organization, Good Standing and Qualification 2 2.2  Authorization 2 2.3  Valid Issuance

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2021 USHG Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40109 85-4281417 (State or other jurisdiction of incorporation) (Commission

Filed by USHG Acquisition Corp.

425 1 d258467d425.htm 425 Filed by USHG Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: USHG Acquisition Corp. Commission File No.: 001-40109 November 9, 2021 Dear Colleagues, I am excited to share some news about USHG Acquisition Corp. (NYSE: HUGS) (“USHGAC”), the special pu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to USHG Acquisition Corp. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to USHG Acquisition Corp. (Exact name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2021 USHG Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40109 85-4281417 (State or other jurisdiction of incorporation) (Commission F

USHG Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing April 19, 2021

Exhibit 99.1 USHG Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing April 19, 2021 April 16, 2021 NEW YORK ? (BUSINESS WIRE) ? USHG Acquisition Corp. (the ?Company?) announced that, commencing April 19, 2021, holders of the units sold in the Company?s initial public offering (the ?Units?) may elect to separately trade the shares of Class A common

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 USHG Acquisition Corp. (Name of Is

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 USHG Acquisition Corp. (Name of Issuer) Units, each consisting of one share of Class A Common Stock, $0.0001 par value per share, and one-third of one redeemable warrant exercisable fo

INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 1, 2021 F-3 Notes to Financial Statement F-4

Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 1, 2021 F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of USHG Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of USHG

Financial Statements and Exhibits, Other Events

8-K 1 d135771d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2021 USHG Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40109 85-4281417 (State or other jurisdiction of inco

Indemnity Agreement, dated February 24, 2021, between the Company and Lisa Skeete Tatum.

EX-10.11 15 d467226dex1011.htm EX-10.11 Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 24, 2021, by and between USHG Acquisition Corp., a Delaware corporation (the “Company”), and Lisa Skeete Tatum (the “Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 24, 2021 USHG Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40109 85-4281417 (State or other jurisdiction of incorporation) (Commissio

Indemnity Agreement, dated February 24, 2021, between the Company and Robert K. Steel.

EX-10.16 20 d467226dex1016.htm EX-10.16 Exhibit 10.16 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 24, 2021, by and between USHG Acquisition Corp., a Delaware corporation (the “Company”), and Robert K. Steel (the “Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers o

Indemnity Agreement, dated February 24, 2021, between the Company and Mark A. Leavitt.

EX-10.12 16 d467226dex1012.htm EX-10.12 Exhibit 10.12 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 24, 2021, by and between USHG Acquisition Corp., a Delaware corporation (the “Company”), and Mark A. Leavitt (the “Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers o

Indemnity Agreement, dated February 24, 2021, between the Company and Adam D. Sokoloff.

Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 24, 2021, by and between USHG Acquisition Corp., a Delaware corporation (the ?Company?), and Adam D. Sokoloff (the ?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are pr

2

Exhibit 99.1 USHG Acquisition Corp. Announces Pricing of $250 Million Initial Public Offering February 24, 2021 NEW YORK ? (BUSINESS WIRE) ? USHG Acquisition Corp. (the ?Company?) announced today the pricing of its initial public offering of 25,000,000 units at a price of $10.00 per unit. The units will be listed on the New York Stock Exchange (?NYSE?) and will trade under the ticker symbol ?HUGSU

Letter Agreement, dated February 24, 2021, between the Company and the Sponsor.

EX-10.4 8 d467226dex104.htm EX-10.4 Exhibit 10.4 February 24, 2021 USHG Acquisition Corp. 853 Broadway 17th Floor New York, NY 10003 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 Piper Sandler & Co. 345 Park Avenue New York, New York 10154 Re: Initial Public Offering Ladies and Gentlemen: This letter (the “Letter Agreement”) is being delivered to you in accordance with the

Indemnity Agreement, dated February 24, 2021, between the Company and Walter E. Robb.

Exhibit 10.13 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 24, 2021, by and between USHG Acquisition Corp., a Delaware corporation (the ?Company?), and Walter E. Robb (the ?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are pro

Private Placement Warrants Purchase Agreement, dated February 24, 2021, between the Company and the Sponsor.

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 24, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between USHG Acquisition Corp., a Delaware corporation (the ?Company?), and USHG Investments, LLC, a Delaware limited partnership (the ?Purchaser?). WHEREAS, the Company intend

Letter Agreement, dated February 24, 2021, between the Company and Share Our Strength.

Exhibit 10.6 February 24, 2021 USHG Acquisition Corp. 853 Broadway 17th Floor New York, NY 10003 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 Piper Sandler & Co. 345 Park Avenue New York, New York 10154 Re: Initial Public Offering Ladies and Gentlemen: This letter (the ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwr

Registration Rights Agreement, dated February 24, 2021, among the Company and certain security holders named therein.

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of February 24, 2021, is made and entered into by and among USHG Acquisition Corp., a Delaware corporation (the ?Company?), USHG Investments, LLC, a Delaware limited liability company (the ?Sponsor?), Share Our Strength, a 501(c)(3) nonprofit organization (?Share Our Strength?), and the under

Underwriting Agreement, dated February 24, 2021, between the Company and Goldman Sachs & Co. LLC and Piper Sandler & Co., as representative of the several underwriters.

EX-1.1 2 d467226dex11.htm EX-1.1 Exhibit 1.1 USHG Acquisition Corp. 28,750,000 Units Underwriting Agreement February 24, 2021 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 Piper Sandler & Co. 1251 Avenue of the Americas, 6th Floor New York, New York 10022 As Representatives of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: USHG Acquisition Corp.,

Indemnity Agreement, dated February 24, 2021, between the Company and Randy Garutti.

Exhibit 10.14 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 24, 2021, by and between USHG Acquisition Corp., a Delaware corporation (the ?Company?), and Randy Garutti (the ?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are prov

Indemnity Agreement, dated February 24, 2021, between the Company and Tiffany F. Daniele.

EX-10.9 13 d467226dex109.htm EX-10.9 Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 24, 2021, by and between USHG Acquisition Corp., a Delaware corporation (the “Company”), and Tiffany F. Daniele (the “Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or

Indemnity Agreement, dated February 24, 2021, between the Company and Daniel H. Meyer.

EX-10.7 11 d467226dex107.htm EX-10.7 Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 24, 2021, by and between USHG Acquisition Corp., a Delaware corporation (the “Company”), and Daniel H. Meyer (the “Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in

Warrant Agreement, dated February 24, 2021, between the Company and American Stock Transfer & Trust Company, LLC, as warrant agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-40109) filed with the SEC on March 1, 2021).

EX-4.1 4 d467226dex41.htm EX-4.1 Exhibit 4.1 Execution Version WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 24, 2021, is by and between USHG Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the

Second Amended and Restated Certificate of Incorporation, dated February 24, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-40109) filed with the SEC on March 1, 2021).

EX-3.1 3 d467226dex31.htm EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF USHG ACQUISITION CORP. February 24, 2021 USHG Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “USHG Acquisition Corp.” The original certificate of incorporation

Letter Agreement, dated February 24, 2021, between the Company and each of its officers and directors.

Exhibit 10.5 February 24, 2021 USHG Acquisition Corp. 853 Broadway 17th Floor New York, NY 10003 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 Piper Sandler & Co. 345 Park Avenue New York, New York 10154 Re: Initial Public Offering Ladies and Gentlemen: This letter (the ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwr

2

Exhibit 99.2 USHG Acquisition Corp. Announces Closing of $287.5 Million Initial Public Offering March 1, 2021 New York ? (BUSINESS WIRE) ? USHG Acquisition Corp. (the ?Company?) announced today the closing of its initial public offering of 28,750,000 units, which included the full exercise of the underwriters? over-allotment option, at a price of $10.00 per unit, resulting in gross proceeds of $28

Administrative Support Agreement, dated February 24, 2021, between the Company and the Sponsor.

Exhibit 10.17 USHG Acquisition Corp. 853 Broadway 17th Floor New York, NY 10003 February 24, 2021 Union Square Hospitality Group, LLC 853 Broadway 17th Floor New York, NY 10003 Ladies and Gentlemen: This letter agreement will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement on Form S-1 (the ?Registration Statement?) relating to the i

Indemnity Agreement, dated February 24, 2021, between the Company and Heidi S. Messer.

EX-10.15 19 d467226dex1015.htm EX-10.15 Exhibit 10.15 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 24, 2021, by and between USHG Acquisition Corp., a Delaware corporation (the “Company”), and Heidi S. Messer (the “Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers o

Investment Management Trust Agreement, dated February 24, 2021, between the Company and American Stock Transfer & Trust Company, LLC, as trustee.

Exhibit 10.1 Execution Version INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of February 24, 2021 by and between USHG Acquisition Corp., a Delaware corporation (the ?Company?), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the ?Trustee?). WHEREAS, the Company?s registration st

Indemnity Agreement, dated February 24, 2021, between the Company and J. Kristofer Galashan.

Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 24, 2021, by and between USHG Acquisition Corp., a Delaware corporation (the ?Company?), and J. Kristofer Galashan (the ?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they

PROSPECTUS USHG Acquisition Corp. 25,000,000 units

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-252802 PROSPECTUS $250,000,000 USHG Acquisition Corp. 25,000,000 units USHG Acquisition Corp. is a newly incorporated blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitie

- 8-A12B

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 USHG Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-4281417 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 853 Broadway, 17th Floor New

-

USHG ACQUISITION CORP. 853 Broadway, 17th Floor New York, New York 10003 (212) 228-3585 February 23, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Attn: Stacie Gorman Office of Real Estate & Construction Re: USHG Acquisition Corp. Registration Statement on Form S-1 File No. 333-252802 Dear Ms. Gorman: USHG Acquisiti

-

Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 Piper Sandler & Co. 1251 Avenue of the Americas, 6th Floor New York, New York 10022 February 23, 2021 VIA EMAIL & EDGAR Office of Real Estate & Construction Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Re: USHG Acquisition Corp. (the ?Company?) Registration Statem

Form of Warrant Agreement between American Stock Transfer & Trust Company, LLC and the Company (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1/A (File No. 333-252802), filed with the Securities and Exchange Commission on February 22, 2021).

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between USHG Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, on [•], 2021, the Company ente

-

USHG Acquisition Corp. 853 Broadway, 17th Floor New York, New York 10003 February 22, 2021 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Stacie Gorman Re: Registration Statement on Form S-1 (No. 333-252802) USHG Acquisition Corp. Dear Ms. Gorman, Please withdraw each of the requests for acceleration that were submitted to you on

- S-1/A

As filed with the Securities and Exchange Commission on February 22, 2021 Registration No.

-

USHG Acquisition Corp. 853 Broadway, 17th Floor New York, New York 10003 February 22, 2021 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Stacie Gorman Re: USHG Acquisition Corp. Form S-1/A Filed February 12, 2021 File No. 333-252802 Ladies and Gentlemen: This letter sets forth the response of USHG Acquisition Corp. (th

-

CORRESP 1 filename1.htm USHG ACQUISITION CORP. 853 Broadway, 17th Floor New York, New York 10003 (212) 228-3585 February 19, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Attn: Stacie Gorman Office of Real Estate & Construction Re: USHG Acquisition Corp. Registration Statement on Form S-1 File No. 333-252802 Dear Ms

-

CORRESP 1 filename1.htm Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 Piper Sandler & Co. 1251 Avenue of the Americas, 6th Floor New York, New York 10022 February 19, 2021 VIA EMAIL & EDGAR Office of Real Estate & Construction Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Re: USHG Acquisition Corp. (the “Compa

Form of Letter Agreement between the Registrant and Share Our Strength.

EX-10.8 13 d35078dex108.htm EX-10.8 Exhibit 10.8 [ • ], 2021 USHG Acquisition Corp. 853 Broadway 17th Floor New York, NY 10003 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 Piper Sandler & Co. 345 Park Avenue New York, New York 10154 Re: Initial Public Offering Ladies and Gentlemen: This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underw

Form of Underwriting Agreement.

Exhibit 1.1 USHG Acquisition Corp. 28,750,000 Units Underwriting Agreement [•], 2021 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 Piper Sandler & Co. 1251 Avenue of the Americas, 6th Floor New York, New York 10022 As Representatives of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: USHG Acquisition Corp., a Delaware corporation (the “Company”),

- S-1/A

As filed with the Securities and Exchange Commission on February 12, 2021 Registration No.

Form of Letter Agreement between the Registrant and the Sponsor.

Exhibit 10.7 [ • ], 2021 USHG Acquisition Corp. 853 Broadway 17th Floor New York, NY 10003 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 Piper Sandler & Co. 345 Park Avenue New York, New York 10154 Re: Initial Public Offering Ladies and Gentlemen: This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.

EX-10.3 10 d35078dex103.htm EX-10.3 Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between USHG Acquisition Corp., a Delaware corporation (the “Company”), and USHG Investments, LLC, a Delaware limited partnership (the “Purchaser”).

Administrative Support Agreement, dated as of , 2021, between the Registrant and an affiliate of the Sponsor.*

Exhibit 10.10 USHG Acquisition Corp. 853 Broadway 17th Floor New York, NY 10003 [ • ], 2021 Union Square Hospitality Group, LLC 853 Broadway 17th Floor New York, NY 10003 Ladies and Gentlemen: This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement on Form S-1 (the “Registration Statement”) relating to the initial

Form of Indemnity Agreement.

Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between USHG Acquisition Corp., a Delaware corporation (the “Company”), and [•] (the “Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-1, as amended (File No. 333-252802), initially filed with the SEC on February 5, 2021).

EX-4.4 6 d35078dex44.htm EX-4.4 Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ • ], 2021, is by and between USHG Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHERE

Form of Second Amended and Restated Certificate of Incorporation.

Exhibit 3.3 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF USHG ACQUISITION CORP. [ • ], 2021 USHG Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “USHG Acquisition Corp.” The original certificate of incorporation of the Corporation was filed with the

Promissory Note, dated February 2, 2021.

Exhibit 10.11 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE CO

Form of Letter Agreement among the Registrant and each director and executive officer of the Registrant.

Exhibit 10.9 [ • ], 2021 USHG Acquisition Corp. 853 Broadway 17th Floor New York, NY 10003 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 Piper Sandler & Co. 345 Park Avenue New York, New York 10154 Re: Initial Public Offering Ladies and Gentlemen: This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting

Form of Registration Rights Agreement among the Company and certain security holders (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-252802), filed with the Securities and Exchange Commission on February 12, 2021).

EX-10.2 9 d35078dex102.htm EX-10.2 Exhibit 10.2 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ • ], 2021, is made and entered into by and among USHG Acquisition Corp., a Delaware corporation (the “Company”), USHG Investments, LLC, a Delaware limited liability company (the “Sponsor”), Share Our Strength, a 501(c)(3) nonprofit organization

Form of Investment Management Trust Agreement between American Stock Transfer & Trust Company, LLC and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1/A (File No. 333-252802), filed with the Securities and Exchange Commission on February 12, 2021).

EX-10.1 8 d35078dex101.htm EX-10.1 Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ • ], 2021 by and between USHG Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”). WHEREAS, the Company’s regi

Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1, as amended (File No. 333-252802), initially filed with the SEC on February 5, 2021)

EX-4.2 5 d35078dex42.htm EX-4.2 Exhibit 4.2 SPECIMEN CLASS A COMMON STOCK CERTIFICATE NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP USHG ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF USHG ACQUISITI

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1, as amended (File No. 333-252802), initially filed with the SEC on February 5, 2021).

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP USHG ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of Class A common stock, par value $0.0001 per share

Certificate of Incorporation.

EX-3.1 2 d35078dex31.htm EX-3.1 Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF INCORPORATION OF USHG ACQUISITION CORP. ARTICLE I NAME 1. The name of this corporation is: USHG Acquisition Corp. (the “Corporation”). 2 The address of its registered office in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, State of Delaware, 19808. The name of its regist

Bylaws (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1, as amended (File No. 333-252802), initially filed with the SEC on February 5, 2021).

EX-3.2 3 d35078dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF USHG ACQUISITION CORP. December 17, 2020 USHG Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The original certificate of incorporation of the Corporation was filed with the Secretary of State of Del

Power of Attorney (included on signature page to the initial filing of this Registration Statement).

S-1 Table of Contents As filed with the Securities and Exchange Commission on February 5, 2021 No.

Securities Subscription Agreement, dated December 29, 2020, between the Registrant and the Sponsor.

Exhibit 10.5 Execution Version USHG Acquisition Corp. 853 Broadway, 17th Floor New York, NY 10003 December 29, 2020 USHG Investments, LLC 853 Broadway, 17th Floor New York, NY 10003 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on December 29, 2020 by and between USHG Investments, LLC, a Delaware limited liability company (the “Subscri

Amendment No.1 to Securities Subscription Agreement, dated January 6, 2021, between Registrant and the Sponsor.

EX-10.6 6 d35078dex106.htm EX-10.6 Exhibit 10.6 Execution Version USHG Acquisition Corp. 853 Broadway, 17th Floor New York, NY 10003 January 6, 2021 USHG Investments, LLC 853 Broadway, 17th Floor New York, NY 10003 RE: Amendment No. 1 to Securities Subscription Agreement Ladies and Gentlemen: THIS AMENDMENT NO. 1 TO SECURITIES SUBSCRIPTION AGREEMENT (this “Amendment”) to that certain Securities Su

Bylaws. (2)

EX-3.4 4 d35078dex34.htm EX-3.4 Exhibit 3.4 BYLAWS OF USHG Acquisition Corp. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation

BYLAWS USHG Acquisition Corp. (THE “CORPORATION”) ARTICLE I

Exhibit 3.4 BYLAWS OF USHG Acquisition Corp. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in Delaware.

-

DRS Table of Contents This is a confidential draft submission to the U.S. Securities and Exchange Commission on January 6, 2021 and is not being filed under the Securities Act of 1933, as amended. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 USHG ACQUISITION CORP. (Exact name of registrant as speci

USHG Acquisition Corp. 853 Broadway, 17th Floor New York, NY 10003

EX-10.5 5 filename5.htm Exhibit 10.5 Execution Version USHG Acquisition Corp. 853 Broadway, 17th Floor New York, NY 10003 December 29, 2020 USHG Investments, LLC 853 Broadway, 17th Floor New York, NY 10003 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on December 29, 2020 by and between USHG Acquisition Corp., a Delaware limited liabil

STATE OF DELAWARE CERTIFICATE OF INCORPORATION USHG ACQUISITION CORP. ARTICLE I

EX-3.1 2 filename2.htm Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF INCORPORATION OF USHG ACQUISITION CORP. ARTICLE I NAME 1. The name of this corporation is: USHG Acquisition Corp. (the “Corporation”). 2 The address of its registered office in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, State of Delaware, 19808. The name of its registered agen

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION USHG ACQUISITION CORP. December 17, 2020

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF USHG ACQUISITION CORP. December 17, 2020 USHG Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The original certificate of incorporation of the Corporation was filed with the Secretary of State of Delaware on December 4, 2020 (the “

USHG Acquisition Corp. 853 Broadway, 17th Floor New York, NY 10003

Exhibit 10.6 Execution Version USHG Acquisition Corp. 853 Broadway, 17th Floor New York, NY 10003 January 6, 2021 USHG Investments, LLC 853 Broadway, 17th Floor New York, NY 10003 RE: Amendment No. 1 to Securities Subscription Agreement Ladies and Gentlemen: THIS AMENDMENT NO. 1 TO SECURITIES SUBSCRIPTION AGREEMENT (this “Amendment”) to that certain Securities Subscription Agreement, dated as of D