Sec Form 3/A Filing - MDIH Sponsor LLC @ MDH Acquisition Corp. - 2021-02-01

FORM 3/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MDIH Sponsor LLC 2. Issuer Name and Ticker or Trading Symbol MDH Acquisition Corp. [ MDH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MDH ACQUISITION CORP., 600 N. CARROLL AVE., SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 02/01/2021 (Street) SOUTH LAKE, TX76092 4. If Amendment, Date Original Filed (MM/DD/YY) 02/01/2021 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 6,900,000 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MDIH Sponsor LLC C/O MDH ACQUISITION CORP. 600 N. CARROLL AVE., SUITE 100 SOUTH LAKE, TX76092 X MCLARTY FRANKLIN C/O MDH ACQUISITION CORP. 600 N. CARROLL AVE., SUITE 100 SOUTH LAKE, TX76092 X X Blair Donald Dupree Jr. C/O MDH ACQUISITION CORP. 600 N. CARROLL AVE., SUITE 100 SOUTH LAKE, TX76092 X Chief Executive Officer MCLARTY DIVERSIFIED INTERMEDIATE HOLDINGS LLC 600 N. CARROLL AVE. SUITE 100 SOUTH LAKE, TX76092 X Signatures /s/ Ana Nunez Cardenas, Attorney-in-Fact for MDIH Sponsor LLC 02/02/2021 Signature of Reporting Person Date /s/ Ana Nunez Cardenas, Attorney-in-Fact for Franklin McLarty 02/02/2021 Signature of Reporting Person Date /s/ Ana Nunez Cardenas, Attorney-in-Fact for Beau Blair 02/02/2021 Signature of Reporting Person Date /s/ Ana Nunez Cardenas, Attorney-in-Fact for McLarty Diversified Interimdiate Holdings LLC 02/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Class B common stock are convertible for shares of the Issuer's Class A common stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-252107) (the "Registration Statement") and have no expiration date. The shares of Class B common stock beneficially owned by the Reporting Persons include up to 900,000 shares of Class B common stock subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement. ( 2 )MDIH Sponsor LLC is the record holder of the securities reported herein. MDIH Sponsor LLC is managed by its sole member, McLarty Diversified Intermediate Holdings LLC. Messrs. McLarty and Blair are members and managers of McLarty Diversified Intermediate Holdings LLC, and as such, may be deemed to have shared beneficial ownership of the common stock held directly by MDIH Sponsor LLC. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Remarks: See Exhibit 24.1 - Power of Attorney (MDIH Sponsor LLC) See Exhibit 24.2 - Power of Attorney (McLarty) See Exhibit 24.3 - Power of Attorney (Blair) See Exhibit 24.4 - Power of Attorney (McLarty Diversified Intermediate Holdings LLC) See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibits 24 - Power of Attorney. Explanatory Note: This Form 3 amendment is being filed to correct the original Form 3 filed on February 1, 2021 to include McLarty Diversified Intermediate Holdings LLC as a reporting person.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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