USHG Acquisition ^{Priced, NYSE: HUGS.U}

USHG Acquisition Corp. is a newly organized blank check company incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target. We intend to focus our search for business combination targets on culture-driven businesses across a range of industries, including, but not limited to, technology, e-Commerce, food and beverage, health and retail and consumer goods, although we may pursue an acquisition in any business industry or sector. Our sponsor is affiliated with Union Square Hospitality Group, LLC (“USHG”), an organization founded in 1985 by our Chairman, Danny Meyer. USHG was founded with the opening of Union Square Cafe and, in the years since then has created and/or operated more than 30 brands, including now publicly traded Shake Shack, more than 20 restaurants and bars, and a catering and events, venue management and consulting business.