United States securities and exchange commission logo January 21, 2021 Donald Blair Chief Executive Officer MDH Acquisition Corp. 600 N. Carroll Ave., Suite 100 Southlake, TX 76092 Re: MDH Acquisition Corp. Registration Statement on Form S-1 Filed January 14, 2021 File No. 333-252107 Dear Mr. Blair: We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Form S-1 filed January 14, 2021 Exhibits, page II-6 1. We note that the consent of your independent registered public accounting firm references their report dated September 4, 2020. However, the auditor's report on page F-2 is dated January 14, 2021. Please obtain and file an updated consent that references the correct report date. 2. We note the director nominees identified on page 106. Please file the consents as required by Rule 438 of Regulation C. Donald Blair FirstName LastNameDonald Blair MDH Acquisition Corp. Comapany January 21,NameMDH 2021 Acquisition Corp. January Page 2 21, 2021 Page 2 FirstName LastName Signatures, page II-7 3. We partially reissue comment 2. Please include the signature of the principal accounting officer or controller, as required by Instruction 1 to the Signatures in Form S-1. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact William Demarest at 202-551-3432 or Shannon Menjivar at 202-551- 3856 if you have questions regarding comments on the financial statements and related matters. Please contact Pam Howell at 202-551-3357 or Brigitte Lippmann at 202-551-3713 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Christopher M. Zochowski