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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

~~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, ~~2020~~2021

☐	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

~~Commission file number~~ 001-39140

CHP MERGER CORP.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	84-290924 (I.R.S. Employer Identification No.)
Delaware		84-290924
25 Deforest Avenue, Suite 108 Summit, New Jersey (Address of principal executive offices)	07901 (Zip Code)
(State or other jurisdictionof incorporation or organization)		(I.R.S. EmployerIdentification No.)
25 Deforest Avenue, Suite 108Summit, New Jersey		07901
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212)

~~Registrant’s telephone number, including area code: (212)~~ 508-7090

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Trading Symbol~~TradingSymbol	Name of each ~~exchange~~exchangeon on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant	CHPMU	The Nasdaq Stock Market LLC
Class A common stock included as part of the units	CHPM	The Nasdaq Stock Market LLC
Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	CHPMW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes

~~☐ Yes~~ ☒ ~~No Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.~~

~~☐ Yes ☒~~ No ~~Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.~~

Indicate by check mark ~~whether~~if the registrant ~~(1)~~is ~~has~~not ~~filed all reports~~ required to befile ~~filed~~reports bypursuant ~~Section~~to Section 13 or Section 15(d) of the ~~Securities Exchange~~ Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~☒ Yes~~ ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☐ Yes ☒ No

Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

~~Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non~~S-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☐ Yes ☒ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

~~Large~~ non-accelerated ~~filer Accelerated filer Non‑accelerated filer Smaller reporting company Emerging growth company ☐ ☐ ☒ ☒ ☒~~

filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐12b-2

of the Exchange Act.

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~☐ ~~whether~~Accelerated ~~the~~filer ~~registrant~~☐ ~~has~~Non ~~filed~~accelerated afiler ~~report~~☒ onSmaller ~~and attestation to its management’s assessment of the effectiveness of its internal control over financial~~ reporting ~~under~~company ~~Section 404(b)~~☒ ofEmerging ~~the~~growth ~~Sarbanes-Oxley~~company ~~Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐~~☒

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant ishas aelected ~~shell~~not ~~company~~to ~~(as~~use ~~defined~~the inextended ~~Rule~~transition ~~12b-2~~period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act). ~~☒ Yes~~ ☐ No

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, was $307,500,000.Indicate

As by ofcheck ~~March~~mark ~~30,~~whether ~~2021,~~the ~~30,000,000~~registrant ~~shares~~has filed a report on and attestation to its management’s assessment of ~~Class~~the Aeffectiveness ~~common~~of ~~stock,~~its ~~$0.0001~~internal ~~par~~control ~~value,~~over ~~and~~financial ~~7,500,000~~reporting ~~shares~~under Section 404(b) of ~~Class~~the BSarbanes-Oxley ~~common~~Act ~~stock,~~(15 $0U.~~0001~~S.C. ~~par~~7262(b)) ~~value,~~by ~~were~~the registered public accounting firm that prepared or issued ~~and~~its ~~outstanding~~audit report.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). ☒ Yes ☐ No

The aggregate market value of voting and

non-voting

common equity held by

non-affiliates

of the registrant as of June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, was $298,500,000.

As of March

, 2022,

18,611,003 shares of Class A common stock, $0.0001 par value, and 7,500,000 shares of Class B common stock, $0.0001 par value, were issued and outstanding.

TABLE OF CONTENTS

PART I		4	4
	Item 1. Business	4
Item 1.		Business	4
	Item 1A. Risk Factors.	16
Item 1.A.		Risk Factors	14
	Item 1B. Unresolved Staff Comments	43
Item 1.B.		Unresolved Staff Comments	49
	Item 2. Properties	43
Item 2.		Properties	49
	Item 3. Legal Proceedings	43
Item 3.		Legal Proceedings	49
	Item 4. Mine Safety Disclosures	43
Item 4.		Mine Safety Disclosures	49
PART II		44	49
	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuers Purchases of Equity Securities	44
Item 5.		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuers Purchases of Equity Securities	49
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	45
Item 6.		[Reserved]	50
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk	48
Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	50
	Item 8. Consolidated Financial Statements and Supplementary Data	48
Item 7.A.		Quantitative and Qualitative Disclosures About Market Risk	54
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	48
Item 8.		Consolidated Financial Statements and Supplementary Data	54
	Item 9A. Controls and Procedures	48
Item 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	54
	Item 9B. Other Information	49
Item 9.A.		Controls and Procedures	54
PART III		50
Item 9.B.		Other Information	56
	Item 10. Directors, Executive Officers, and Corporate Governance	50
Item 9.C.		Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	56
	Item 11. Executive Compensation	54
PART III			57
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	55
Item 10.		Directors, Executive Officers, and Corporate Governance	57
	Item 13. Certain Relationships and Related Transactions, and Director Independence	56
Item 11.		Executive Compensation	61
	Item 14. Principal Accountant Fees and Services	57
Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	62
PART IV		58
Item 13.		Certain Relationships and Related Transactions, and Director Independence	64
	Item 15. Exhibits and Financial Statement Schedules	58
Item 14.		Principal Accountant Fees and Services	66
	Item 16. Form 10-K Summary	59
PART IV			68
Item 15.		Exhibits and Financial Statement Schedules	68
Item 16.		Form 10-K Summary	70

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some statements contained in this Form

~~Some statements contained in this Form~~ 10-K are forward-looking in nature. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Form 10-K may include, for example, statements about:

are forward-looking in nature. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Form

10-K

may include, for example, statements about:

•

our ability to select an appropriate target business or businesses;

•

our ability to complete our initial business combination;

•

our ability to acquire stockholder approval of our business combination with Accelus (as defined herein) and consummate the transactions thereunder;

•

our expectations around the performance of a prospective target business or businesses;

•

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

•

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

•

our potential ability to obtain additional financing to complete our initial business combination;

•

our pool of prospective target businesses, including the location and industry of such target businesses;

•

our ability to consummate an initial business combination due to the uncertainty resulting from the ongoing

COVID-19

pandemic;

•

the ability of our officers and directors to generate a number of potential business combination opportunities;

•

our public securities’ potential liquidity and trading;

•

the lack of an active trading market for our securities;

•

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

•

the trust account not being subject to claims of third parties; or

•

our financial performance.

The forward-looking statements contained in this Form

~~The forward-looking statements contained in this Form~~ 10-K are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Table of Contents

SUMMARY OF RISK FACTORS

An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report on Form 10-K, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to:

before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to:

☐• We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

☐• Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us.

☐• Our stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our stockholders do not support such a combination.

☐• Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.

☐• IfWe weare ~~seek~~seeking stockholder approval of our initial business combination, and our sponsor and members of our management team have agreed to vote in favor of such initial Business Combination, regardless of how our public stockholders vote.

☐• ~~The~~Our ~~ability~~initial ofbusiness ~~our~~combination ~~public~~is ~~stockholders~~subject to ~~redeem~~conditions, ~~their~~including ~~shares~~certain ~~for~~conditions ~~cash~~that may ~~make~~not ~~our~~be ~~financial~~satisfied ~~condition~~on ~~unattractive~~a totimely ~~potential business combination targets~~basis, ~~which~~if ~~may~~at ~~make it difficult for us to enter into a business combination with a target~~all.

☐• The ability of our public stockholders to ~~exercise~~redeem ~~redemption~~their ~~rights~~shares ~~with~~for ~~respect~~cash tomay amake ~~large~~our ~~number~~financial ofcondition ~~our~~unattractive ~~shares~~to potential business combination targets, which may ~~not~~make ~~allow~~it difficult for us to ~~complete~~enter ~~the~~into ~~most~~a ~~desirable~~ business combination orwith ~~optimize~~a ~~our capital structure~~target.

☐• The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares ~~could~~may ~~increase~~not ~~the~~allow ~~probability~~us ~~that~~to ~~our~~complete ~~initial~~the most desirable business combination ~~would~~or beoptimize ~~unsuccessful~~our ~~and~~capital ~~that you would have to wait for liquidation in order to redeem your shares~~structure.

☐• The ~~requirement~~ability ~~that we consummate an initial business combination within 24 months after the closing~~ of ~~the~~our ~~initial~~ public ~~offering~~stockholders ~~may~~to ~~give~~exercise ~~potential~~redemption ~~target~~rights ~~businesses~~with ~~leverage~~respect ~~over~~to usa inlarge ~~negotiating~~number aof ~~business~~our ~~combination~~shares ~~and~~could ~~may~~increase ~~limit~~ the ~~time~~probability wethat ~~have~~our ininitial ~~which to conduct due diligence on potential~~ business combination ~~targets,~~would inbe ~~particular~~unsuccessful asand wethat ~~approach~~you ~~our~~would ~~dissolution~~have ~~deadline,~~to ~~which~~wait ~~could~~for ~~undermine~~liquidation ~~our~~in ~~ability~~order to ~~complete~~redeem ~~our~~your ~~initial business combination on terms that would produce value for our stockholders~~shares.

☐• ~~Our~~The ~~search~~requirement ~~for~~that awe consummate an initial business combination by May 26, ~~and~~2022 ~~any~~may give potential target businesses leverage over us in negotiating a business ~~with~~combination ~~which~~and may limit the time we ~~ultimately~~have ~~consummate~~in awhich to conduct due diligence on potential business combination targets, ~~may~~in beparticular ~~materially~~as ~~adversely~~we ~~affected~~approach byour ~~the~~dissolution ~~ongoing~~deadline, ~~COVID-19~~which ~~outbreak~~could ~~and~~undermine ~~the~~our ~~status~~ability ofto ~~debt~~complete ~~and~~our ~~equity~~initial ~~markets~~business combination on terms that would produce value for our stockholders.

☐• WeOur ~~may~~search ~~not~~for bea ~~able to consummate an initial~~ business combination, ~~within~~and 24any ~~months~~target ~~after~~business ~~the~~with ~~closing~~which ofwe ~~the~~ultimately ~~initial~~consummate ~~public~~a ~~offering~~business combination, inmay ~~which~~be ~~case~~materially weadversely ~~would~~affected ~~cease~~by ~~all operations except for~~ the ~~purpose~~ongoing ofCOVID-19 ~~winding~~outbreak up and wethe ~~would~~status ~~redeem~~of ~~our~~debt ~~public shares~~ and ~~liquidate~~equity markets.

☐• IfA wepotential ~~seek~~target’s ~~stockholder approval of our initial~~ business ~~combination,~~could ~~our~~be ~~sponsor,~~affected ~~directors,~~by ~~executive~~political ~~officers~~instability, ~~advisors~~including ~~and~~relating ~~their affiliates may elect~~ to ~~purchase~~Ukraine ~~public~~and ~~shares~~related sanctions or ~~warrants,~~export ~~which~~controls ~~may~~imposed ~~influence~~by ~~a vote on a proposed business combination and reduce~~ the ~~public~~U.S., ~~“float”~~EU, ofUK, ~~our Class A common stock~~ or ~~public~~other ~~warrants~~governments.

☐• IfWe amay ~~stockholder~~not ~~fails~~be able to ~~receive~~consummate ~~notice~~an ofinitial ~~our~~business ~~offer~~combination toby ~~redeem~~May ~~our~~26, ~~public~~2022, ~~shares~~ in ~~connection~~which ~~with~~case ~~our~~we ~~initial~~would ~~business~~cease ~~combination,~~all oroperations ~~fails~~except tofor ~~comply~~the ~~with~~purpose ~~the~~of ~~procedures~~winding ~~for~~up ~~tendering~~and ~~its~~we ~~shares,~~would ~~such~~redeem ~~shares~~our ~~may~~public ~~not~~shares beand ~~redeemed~~liquidate.

~~Table~~• We are seeking stockholder approval of ~~Contents~~our initial business combination, and our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A common stock or public warrants.

☐• ~~You~~If ~~will~~a ~~not~~stockholder ~~have~~fails ~~any~~to ~~rights~~receive ornotice ~~interests~~of inour ~~funds~~offer ~~from~~to ~~the~~redeem ~~trust~~our ~~account,~~public ~~except~~shares ~~under~~in ~~certain~~connection ~~limited~~with ~~circumstances.~~our ~~Therefore,~~initial tobusiness ~~liquidate~~combination, ~~your~~or ~~investment,~~fails ~~you~~to ~~may~~comply bewith ~~forced~~the toprocedures ~~sell~~for ~~your~~tendering ~~public~~its shares, orsuch ~~warrants,~~shares ~~potentially~~may atnot abe ~~loss~~redeemed.

☐• ~~Nasdaq~~You ~~may~~will ~~delist~~not ~~our~~have ~~securities~~any ~~from~~rights ~~trading~~or oninterests ~~its~~in ~~exchange~~funds from the trust account, ~~which~~except ~~could~~under ~~limit~~certain ~~investors’~~limited ~~ability~~circumstances. Therefore, to ~~make~~liquidate ~~transactions~~your ininvestment, ~~our~~you ~~securities~~may ~~and~~be ~~subject~~forced us to ~~additional~~sell ~~trading~~your ~~restrictions~~public shares or warrants, potentially at a loss.

☐• ~~You~~Nasdaq ~~will~~may ~~not~~delist beour ~~entitled~~securities tofrom ~~protections~~trading ~~normally~~on ~~afforded~~its toexchange, which could limit investors’ ofability ~~many~~to ~~other~~make ~~blank~~transactions ~~check~~in ~~companies~~our securities and subject us to additional trading restrictions.

☐• IfYou wewill ~~seek stockholder approval of our initial business combination and we do~~ not ~~conduct~~be ~~redemptions~~entitled ~~pursuant~~ to ~~the~~protections ~~tender~~normally ~~offer~~afforded ~~rules, and if you or a “group” of stockholders are deemed~~ to ~~hold~~investors ~~in excess~~ of ~~15%~~many ofother ~~our~~blank ~~Class~~check ~~A common stock, you will lose the ability to redeem all such shares in excess of 15% of our Class A common stock~~companies.

☐• ~~Because~~We ofare ~~our~~seeking ~~limited~~stockholder ~~resources~~approval ~~and~~of ~~the~~our ~~significant~~initial ~~competition for~~ business combination ~~opportunities,~~and itif ~~may~~we bedo ~~more~~not ~~difficult~~conduct ~~for~~redemptions uspursuant to ~~complete~~the ~~our~~tender ~~initial~~offer ~~business~~rules, ~~combination.~~and Ifif weyou ~~have~~or ~~not~~a ~~consummated~~“group” ~~our~~of ~~initial~~stockholders ~~business~~are ~~combination~~deemed ~~within~~to ~~the~~hold ~~required~~in ~~time~~excess ~~period,~~of ~~our~~15% ~~public~~of ~~stockholders~~our ~~may~~Class ~~receive~~A ~~only~~common ~~approximately~~stock, ~~$10.00~~you ~~per~~will ~~public~~lose ~~share,~~the orability ~~less~~to inredeem ~~certain~~all ~~circumstances,~~such onshares ~~the~~in ~~liquidation~~excess of ~~our~~15% ~~trust~~of ~~account and~~ our ~~warrants~~Class ~~will~~A ~~expire~~common ~~worthless~~stock.

☐• IfBecause ~~the net proceeds~~ of our ~~initial~~limited ~~public~~resources ~~offering~~ and the ~~sale~~significant ofcompetition ~~the~~for ~~private~~business ~~placement~~combination ~~warrants~~opportunities, ~~not~~it ~~being~~may ~~held~~be inmore ~~the~~difficult ~~trust~~for ~~account are insufficient to allow~~ us to ~~operate~~complete ~~for~~our ~~the~~initial 24business ~~months~~combination. ~~following~~If ~~the~~we ~~closing~~have ofnot ~~the~~consummated our initial ~~public~~business ~~offering,~~combination itwithin ~~could limit~~ the ~~amount~~required ~~available~~time toperiod, ~~fund~~ our ~~search~~public ~~for~~stockholders amay ~~target~~receive ~~business~~only orapproximately ~~businesses~~$10.26 ~~and~~per ~~our~~public ~~ability~~share, toor ~~complete~~less ~~our~~in ~~initial~~certain ~~business combination~~circumstances, ~~and we will depend~~ on ~~loans~~the ~~from~~liquidation ~~our sponsor, its affiliates or members~~ of our ~~management~~trust ~~team~~account ~~to fund our search~~ and ~~to complete~~ our ~~initial~~warrants ~~business~~will ~~combination~~expire worthless.

☐• ~~The~~If ~~other~~the ~~risks~~net proceeds of our initial public offering and ~~uncertainties~~the ~~discussed~~sale of the private placement warrants not being held in ~~“Risk~~the ~~Factors”~~trust account are insufficient to allow us to operate until May 26, 2022, it could limit the amount available to fund our search for a target business or businesses and ~~elsewhere~~our inability ~~this~~to ~~Annual~~complete ~~Report~~our initial business combination, and we will depend on ~~Form~~loans ~~10-K~~from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination.

•

Our proximity to our liquidation date expresses substantial doubt about our ability to continue as a “going concern.”

•

We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our financial statements or cause us to fail to meet our reporting obligations in the event the business combination is not consummated.

•

The other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Annual Report on Form

10-K.

Table of Contents

PART I

Item 1.

Business

In this Annual Report on Form

10-K,

references to the “Company” and to “CHP,” “we,” “us,” and “our” refer to CHP Merger Corp.

Introduction

We are a blank check company incorporated on July 31, 2019 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Form 10-K as our initial business combination. We intend to effectuate our initial business combination using cash from the proceeds of the initial public offering and the sale of the private placement warrants, our capital stock, debt or a combination of cash, stock and debt.

as our initial business combination. We intend to effectuate our initial business combination using cash from the trust account and the sale of the private placement warrants, our capital stock, debt or a combination of cash, stock and debt.

On November 26, 2019, we consummated an initial public offering (the “initial public offering”) of 30,000,000 units (the “Units”) at an offering price of $10.00 per Unit, which included the partial exercise by the underwriters of their over-allotment option in the amount of 2,500,000 Units, generating gross proceeds to us of $300,000,000.

Simultaneously with the closing of the initial public offering, we consummated a private placement with CHP Acquisition Holdings LLC (our “Sponsor”) of 8,000,000 private placement warrants at a price of $1.00 per warrant (the “Private Placement”).

Following the closing of the initial public offering, an amount of $300,000,000 from the net proceeds of the sale of the Units in the initial public offering and the sale of the private placement warrants was placed in a trust account (the “Trust Account”) established for the benefit of the Company’s public stockholders and the underwriters of the initial public offering, with Continental Stock Transfer & Trust Company acting as trustee. Except for the withdrawal from interest earned on the funds in the ~~trust~~Trust ~~account~~Account to fund franchise and income taxes payable, or upon the redemption by public stockholders of Class A common stock in connection with certain amendments to the Company’s amended and restated certificate of incorporation, none of the funds held in the ~~trust~~Trust ~~account~~Account will be released until the earlier of the completion of the Company’s initial business combination and the redemption of 100% of the shares of Class A common stock included in the Units and issued by the Company in the initial public offering if the Company is unable to consummate an initial business combination ~~within~~by 24May 26, ~~months from the closing of the initial public offering~~2022.

While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to focus on the industries that complement our team’s background, and to capitalize on the ability of our team to identify and acquire a business, focusing on the healthcare or healthcare related industries in the United States.

Our strategy will be to identify, acquire and, after our initial business combination, build a healthcare or healthcare related business. We intend to focus our investment effort broadly across the entire healthcare industry with an emphasis on healthcare services, healthcare information technology, supply chain management, medical technology, medical devices and diagnostics.

Our sponsor is an affiliate of Concord Health Partners, LLC, or Concord, a healthcare investment firm. We believe the experience of our team and broad network of strategic relationships with healthcare companies will allow us to source, identify and execute an attractive transaction for our stockholders.

Concord is a healthcare focused investment firm with a strategic model that optimizes the alignment of interests between investors and portfolio companies. Concord is primarily focused on investing in healthcare companies that have the potential to enhance the value of care through products, services, technologies and solutions that lower costs, improve quality of care delivery and service and/or expand access to care. Concord has completed ~~five~~fifteen investments to date ~~(VitalTech~~ ~~Holdings,~~in ~~Inc.,~~healthcare ~~MIVI Neuroscience~~technology, ~~Inc.,~~healthcare ~~Flexwise~~tech-enabled ~~Health~~services, ~~Inc.,~~healthcare ~~Proton~~services ~~Therapy Partners, Inc.~~ and ~~Mednition,~~medical ~~Inc~~technology.).

To date, Concord has invested in ~~early~~venture and growth stage, private healthcare companies within the firm’s AHA Innovation Development Fund, Concord Innovation Fund II and a special purpose vehicle (“SPV”). The AHA Innovation Development Fund was formed in association with the American Hospital Association, the national organization that represents nearly 5,000 hospitals, health care systems, networks, and other providers of care, to provide an investment vehicle through which AHA Members can make strategic investments in early-stage healthcare companies - —in a manner consistent with the AHA’s mission, vision, and values. Concord ~~targets~~has ~~companies~~developed ~~that~~an ~~can~~extensive ~~scale~~base ~~efficiently~~of ~~through commercial and~~ strategic ~~relationships~~investors ~~with~~including ~~AHA~~healthcare ~~members.~~providers ~~By leveraging its investor base~~ and ~~its relationship~~payors. ~~with the AHA,~~ Concord ~~aims~~targets ~~to create incremental value by accelerating business development and shortening sales cycles to drive growth at portfolio companies.~~

~~Table~~companies ofthat ~~Contents~~can scale efficiently through commercial and strategic relationships with AHA members and health insurers. By leveraging its investor base and its relationship with the AHA, Concord aims to create incremental value by accelerating business development and shortening sales cycles to drive growth at portfolio companies.

In addition to public capital markets and private equity investing experience, Concord has an operating team that provides varying levels of support to Concord’s portfolio companies. The operating team’s capabilities complement Concord’s private transactions group which custom designs transactions to accommodate long-term structured investments in healthcare companies. Concord also benefits from its strategic partnership model in which interests are aligned between strategic investors and portfolio companies. Concord’s strategic partners expand access to opportunities and provide supplemental resources to Concord and its portfolio companies. The model allows Concord to accelerate business development and drive efficient growth to create incremental value for all stakeholders. Select strategic investors include the American Hospital Association, Atlantic Health System, Atrium Health, Blanchard Valley, Carilion Clinic, Edward-Elmhurst Health, Hartford Healthcare, Henry Ford Health System, Ochsner, Saint Luke’s Health System, Cox Health and Mercy Health Services. We believe that we will benefit from Concord’s diverse resources and capabilities.

~~Competitive~~Business ~~Advantages~~Combination Agreement with Integrity Implants, Inc.

On November 14, 2021, our board of directors unanimously approved a business combination agreement, dated November 14, 2021, by and among the Company, Accelerate Merger Sub, Inc., a wholly owned subsidiary of CHP (“Merger Sub”), and Integrity Implants Inc. d/b/a Accelus (“Accelus”) (as amended on November 30, 2021 and December 23, 2021, as disclosed in CHP’s Current Reports on Form

~~We intend to capitalize on the following competitive advantages in our pursuit of a target company:~~8-K

filed on December 6, 2021 and December 30, 2021, respectively, and as it may be further amended and/or restated from time to time, the “Business Combination Agreement”). If the Business Combination Agreement is approved by our stockholders and the transactions under the Business Combination Agreement are consummated, Merger Sub will merge with and into Accelus (the “Merger”), with Accelus surviving the Merger as a wholly owned subsidiary of CHP. In addition, upon the effectiveness of the proposed amended and restated certificate of incorporation to be adopted by CHP pursuant to the Business Combination Agreement, CHP will be renamed “Accelus, Inc.” and is referred to herein as “New Accelus” following the consummation (the “Closing”) of the transactions described below (collectively, the “Business Combination”).

As a consequence of the Business Combination, each of the holders of CHP Class B common stock that is issued and outstanding as of immediately prior to the effective time of the merger (the “Effective Time”) will automatically convert, on

Extensive Network Across Healthcare. Our team believes that its reputation, deep experience and proactive approach to sourcing transactions, and extensive industry relationships will provide numerous investment opportunities. Our Chairman, Joseph Swedish, and our Chief Executive Officer, James Olsen possess deep industry expertise across numerous parts of the healthcare spectrum, which makes them compelling partners for healthcare companies seeking capital solutions. Moreover, Concord has developed a ~~proprietary model~~ one-for collaboration and cooperation with its strategic partners and investors that allows it to efficiently engage supplemental resources and expertise to support investment activities. Concord’s Strategic Resource Group consists of C-Suite Executives and clinical staff members from healthcare organizations that represent Concord’s limited partners. Concord also has an extensive group of senior advisors who are key thought leaders and accomplished executives in the industry. Given Mr. Swedish’s and Mr. Olsen’s long track records and reputations in the healthcare sectorone basis, ~~as well as their broad and diverse network, there will be significant potential for them to source new opportunities that may not be broadly marketed.~~

into shares of CHP Class A common stock in accordance with the terms of our current charter. The CHP Class A common stock that is issued and outstanding as of immediately prior to the Effective Time, including the CHP Class B common stock that converts into CHP Class A common stock, will be reclassified into New Accelus common stock.

~~Broad~~As ~~Experience~~a ~~Across~~consequence ~~Numerous~~of ~~Public~~the ~~and~~Merger, ~~Private~~on ~~Healthcare~~the ~~Companies.~~closing ~~Our~~date, ~~team~~immediately ~~has~~prior ~~broad~~to ~~experience~~the ~~working~~Effective ~~with both public and private companies~~Time, ~~for-profit~~ ~~health~~each ~~care~~share ~~companies and not-for-profit health systems. Mr. Swedish has more than 45 years~~ of ~~experience~~Accelus inpreferred ~~healthcare~~stock ~~services,~~issued ~~health insurance~~ and ~~related~~outstanding ~~industries~~at ~~and~~the ~~has~~Effective ~~been~~Time awill ~~CEO~~convert ~~for~~into ~~both~~one ~~public~~share ~~and~~of ~~private~~Accelus ~~healthcare~~common ~~companies for over 25 years~~stock. ~~Since~~As ~~stepping~~a ~~down~~consequence ~~from~~of ~~Anthem~~the asMerger, ~~CEO~~at inthe ~~May~~Effective ~~2018~~Time, ~~Mr.~~(i) each ~~Swedish~~share ~~has~~of ~~remained~~Accelus ancommon ~~advisor~~stock toissued ~~Anthem~~ and ~~continues~~outstanding toas ~~have~~of ~~multiple~~immediately ~~board~~prior ~~engagements. Mr. Swedish has led numerous M&A transactions throughout his career and has demonstrated an ability~~ to ~~drive~~the ~~growth~~Effective ~~and~~Time ~~create~~will ~~value.~~become ~~Mr.~~the ~~Swedish~~right ~~successfully led multiple organizations through significant growth phases and navigated through numerous turnaround situations that required extensive merger and acquisition activity~~ to ~~execute~~receive ona ~~key~~number ~~objectives.~~of ~~While~~shares ~~CEO,~~of ~~Mr.~~New ~~Swedish~~Accelus ~~helped~~common ~~drive~~stock ~~Anthem’s~~calculated ~~growth~~ by ~~leading~~dividing (x) the ~~company~~number ~~through~~resulting ~~numerous~~from ~~acquisitions~~calculating ~~and~~(A) ~~divestitures~~41,100,000 ~~including~~minus ~~two~~(B) the ~~meaningful~~Net ~~acquisitions~~Debt ofFigure ~~Medicare~~(as ~~Advantage~~defined ~~businesses~~in ~~that~~the ~~further established~~Business ~~Anthem’s~~Combination ~~national presence. During Mr. Swedish’s tenure~~Agreement), ~~Anthem’s~~which ~~membership~~may ~~grew~~be bypositive ~~four million,~~ or ~~11%,~~negative ~~and~~by ~~operating~~(y) the ~~revenue~~Closing ~~increased~~Accelus ~~39%~~Share toNumber ~~over~~(the ~~$89~~“Exchange ~~billion.~~Ratio”); ~~These~~(ii) ~~successes~~each ~~are~~unexercised ~~illustrated~~Accelus bywarrant ~~Anthem’s average share price which nearly quadrupled from approximately $60 per share~~ to ~~$250~~purchase ~~per~~shares ~~share during Mr. Swedish’s five-year tenure at Anthem. As CEO~~ of ~~Trinity~~Accelus ~~Health~~common stock, ~~Mr.~~excluding ~~Swedish led~~ the ~~merger~~then ofunexercisable ~~Trinity~~Accelus ~~and~~warrants ~~Catholic~~granted ~~Health~~or ~~East~~to ~~and~~be ~~executed~~granted ~~numerous~~to ~~large-scale~~Eastward ~~health system~~Fund ~~mergers~~Management, ~~resulting~~LLC in(“Eastward”) ~~one of the largest healthcare delivery systems~~ in ~~the~~connection ~~U.S.~~with ~~across 22 states. Trinity Health created the nation~~Eastward’s ~~largest~~loan ~~home care~~ and ~~nursing~~security ~~organization~~agreement ~~during~~and ~~Mr.~~related ~~Swedish’s~~warrant ~~time as CEO. While he was CEO of Trinity Health~~agreement, ~~Mr.~~will ~~Swedish~~be ~~assisted~~automatically incanceled ~~the creation of~~ and ~~served~~extinguished onfor ~~the~~no ~~board of the Heritage Healthcare Innovation Fund~~consideration, aand ~~private~~each ~~equity~~holder ~~fund~~thereof ~~managed~~will bycease ~~the~~to ~~Heritage~~have ~~Group.~~any ~~Additionally,~~rights ~~Mr. Swedish oversaw numerous syndicated joint ventures~~ with ~~ambulatory~~ ~~surgery~~respect ~~centers~~to assuch ~~well~~warrants asor ~~the~~any ~~acquisition~~agreement ofrelated ~~several~~thereto, ~~physician~~and ~~practices.~~(iii) each ~~Mr.~~option ~~Olsen~~to ~~has~~purchase ~~more~~shares ~~than 24 years~~ of ~~experience~~Accelus incommon ~~healthcare~~stock, ~~investment~~whether ~~banking~~vested ~~and~~or ~~advisory services. While in investment banking~~unvested, ~~Mr.~~that ~~Olsen~~is ~~executed~~outstanding ~~multiple billions~~and ofunexercised ~~dollars~~as ~~worth~~ of ~~transactions~~immediately ~~across~~prior ~~mergers~~to &the ~~acquisitions~~Effective ~~and~~Time ~~capital~~will ~~markets.~~be Weassumed ~~believe~~by ~~that~~New ~~this~~Accelus ~~versatility of experience~~ and ~~understanding of both public and private markets~~ will ~~allow~~automatically usbecome toan ~~identify~~option ~~companies~~(vested ~~that~~or ~~could~~unvested, ~~make successful~~as ~~public~~applicable) ~~market candidates and prepare them~~ to ~~make the transition to strong publicly-traded companies.~~

~~Table~~purchase a number of ~~Contents~~shares of New Accelus common stock equal to the number of shares of Accelus common stock subject to such option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares, at an exercise price per share equal to the exercise price per share of such option immediately prior to the Effective Time divided by the Exchange Ratio and rounded up to the nearest whole cent.

Our Sponsor has agreed (a) to waive its redemption rights with respect to its founder shares and public shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its public shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or

Proven Ability to Innovate in Rapidly Changing Healthcare Landscape. Our team has extensive knowledge of a broad scope of healthcare companies and direct experience leading and advising such organizations to strategically position them for success in an everpre-changing healthcare landscape. We believe this experience will enable us to successfully source and structure potential deals as well as ultimately drive growth and create value through continued innovation, partnerships and relationships, among other growth factors.initial

business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their public shares in conjunction with any such amendment.

~~Execution~~If ~~and~~we ~~Structuring~~are ~~Expertise~~unable to complete our initial business combination by May 26, 2022, we will: (i) cease all operations except for ~~Complex~~the ~~Transactions.~~purpose ~~Our~~of ~~team~~winding ~~believes~~up, ~~that~~(ii) as ~~its~~promptly ~~industry~~as ~~expertise~~reasonably possible but not more than 10 business days thereafter, ~~execution~~redeem ~~experience~~100% ~~and~~of ~~reputation~~the ~~allow~~public ~~them~~shares, at a per share price, payable in cash, equal to ~~source~~the ~~and complete~~aggregate ~~transactions~~amount ~~with~~then ~~structural~~on ~~attributes~~deposit ~~that~~in ~~create~~the anTrust ~~attractive~~Account, ~~investment~~including ~~thesis.~~interest ~~These~~earned ~~types~~on ofthe ~~transactions~~funds ~~may~~held bein ~~complex~~the Trust Account and ~~require~~not ~~creative~~previously ~~structuring,~~released ~~industry~~to ~~knowledge~~us to pay our franchise and ~~expertise~~income taxes (less up to $100,000 ~~rigorous~~of ~~due~~interest ~~diligence~~to pay dissolution expenses), ~~and~~divided ~~extensive negotiation~~by ~~and~~the ~~documentation.~~number Inof ~~addition~~then outstanding public shares, ~~complexity~~which ~~associated~~redemption ~~with~~will ~~healthcare~~completely ~~payment~~extinguish ~~mechanics~~public ~~are~~stockholders’ ~~well~~rights ~~understood~~as bystockholders (including the ~~management~~right ~~team~~to receive further liquidating distributions, if any), and ~~provide~~(iii) as ~~for~~promptly aas ~~broader~~reasonably ~~opportunity~~possible ~~set.~~following Wesuch ~~believe~~redemption, ~~that~~subject byto ~~focusing~~the approval of our ~~investment~~remaining ~~activities~~stockholders onand ~~these types~~our ofboard, ~~transactions~~dissolve and liquidate, wesubject ~~may~~in beeach ~~able~~case to ~~generate~~our ~~investment~~obligations ~~opportunities~~under ~~that~~Delaware ~~have~~law ~~attractive~~to ~~risk/reward~~provide ~~profiles~~for ~~based~~claims onof ~~their~~creditors ~~valuations~~ and ~~structural~~the ~~characteristics~~requirements of other applicable law.

~~Significant~~Our ~~Value-Add~~Sponsor ~~Capability.~~has ~~Our~~agreed ~~team~~to ~~and~~waive ~~Concord’s~~its ~~sector~~liquidation ~~expertise~~rights ~~and~~with ~~broad~~respect ~~network~~to ofthe ~~relationships~~founder ~~can~~shares ~~add~~if ~~significant~~the ~~value~~Company ~~after~~fails ~~consummation~~to ofcomplete a ~~transaction.~~Business ~~We anticipate~~Combination ~~that~~within ~~our~~the ~~team~~Combination ~~will~~Period. beHowever, ~~involved~~if ~~with~~our aSponsor ~~target~~acquires ~~company~~public shares in aor ~~number~~after ofthe ~~capacities~~initial public offering, ~~including:~~such ~~(i)~~public ~~assisting~~shares inwill ~~setting~~be ~~strategic~~entitled ~~direction~~to ~~and~~liquidating ~~priorities;~~distributions ~~(ii)~~from ~~designing~~the ~~specific~~Trust ~~performance~~Account ~~improvement~~if ~~projects;~~the ~~(iii)~~Company ~~helping~~fails to ~~identify~~complete ~~and recruit~~a ~~senior~~Business ~~leaders~~Combination ~~and~~within ~~Board~~the ~~members;~~Combination ~~(iv)~~Period. ~~advising~~The onunderwriters ~~acquisition~~have ~~and~~agreed ~~financing~~to ~~transactions~~waive ~~and~~their ~~the~~rights ~~integration~~to ~~thereafter;~~their ~~(v)~~deferred ~~contributing~~underwriting ~~market~~commission ~~information;~~held ~~and~~in ~~(vi)~~the ~~developing~~Trust aAccount ~~targeted~~in ~~investor~~the ~~relations~~event ~~program.~~the ~~Furthermore,~~Company ~~our~~does ~~team~~not ~~is also~~complete ~~experienced~~a inBusiness ~~directly~~Combination ~~navigating~~within ~~complex~~the ~~reimbursement~~Combination Period and, ~~regulatory~~in ~~issues~~such ~~that~~event, ~~many~~such ~~companies~~amounts inwill ~~healthcare~~be ~~have~~included towith ~~manage~~the ~~over~~other ~~time.~~funds Weheld ~~believe~~in ~~that~~the ~~our~~Trust ~~management~~Account ~~team’s~~that ~~ability~~will be available to ~~identify~~fund ~~and~~the ~~implement~~redemption ~~value~~of ~~creation~~the ~~initiatives~~public ~~for companies~~shares. ~~that~~In ~~they~~the ~~have~~event ~~led~~of ~~has~~such ~~been~~distribution, anit ~~essential~~is ~~driver~~possible that the per share value of ~~past~~the ~~performance~~assets ~~and~~remaining ~~may~~available for distribution will be ~~central~~less tothan ~~its~~the ~~acquisition~~initial ~~strategy~~public offering price per Unit ($10.00).

~~Industry~~November ~~Opportunity~~2021 Extension

~~While~~Initially, we ~~may~~were ~~acquire~~required ato complete our initial business incombination ~~any~~transaction ~~industry~~by November 26, we2021, ~~intend~~which towas ~~focus~~24 onmonths ~~industries~~from ~~that~~the ~~complement~~closing of our ~~team’s~~initial ~~background~~public ~~and~~offering. toOn ~~capitalize~~November 24, on2021, ~~the~~at ~~ability~~a special meeting of our ~~team~~stockholders (the “Extension Meeting”), our stockholders approved a proposal to ~~identify~~amend our amended and ~~acquire~~restated acertificate of incorporation to extend the date by which we have to consummate our initial business combination from November 26, ~~focusing~~2021 onto May 26, 2022 (the ~~healthcare~~ or“Extension”). ~~healthcare~~In ~~related~~connection ~~industries~~with such proposal, our public stockholders had the right to redeem their shares for cash equal to their pro rata share of the aggregate amount on deposit in the ~~United~~Trust ~~States~~Account as of two days prior to such stockholder vote. WeOur ~~believe~~public stockholders holding 11,388,997 shares of the ~~healthcare~~CHP ~~industry~~Class A iscommon ~~attractive~~stock ~~for~~(out of a ~~number~~total of ~~reasons:~~30,000,000 shares of CHP Class A common stock) exercised their right to redeem such shares at a redemption price of approximately $10.06 per share. Approximately $114.5 million in cash was removed from the Trust Account to pay such stockholders and, accordingly, after giving effect to such redemptions, the balance in the Trust Account was approximately $187.1 million.

Large and Growing Market Opportunity. The healthcare industry represents a massive market opportunity. Total U.S. national health expenditure exceeded $3.5 trillion in 2018, and the Center for Medicare and Medicaid Services has estimated that total healthcare spending will approach 20-25% of total U.S. Gross Domestic Product over the coming years. As of August 2019, the number of private companies in the healthcare industry is significant, with over 55,000 operating companies focused on various sub-sectors of the healthcare services continuum in the U.S. alone.

Favorable Macro Trends. Total global healthcare expenditure has continued to grow recently at a pace substantially above the rate of inflation, and this growth is projected to continue, spurred by an aging population, increased prevalence of chronic disease, and improved access to healthcare. While the magnitude of healthcare spending continues to grow, this expense has put significant pressure on public, private, and individual payors. This dynamic has offered opportunities to healthcare companies that can control cost and/or improve the overall quality of healthcare. Mr. Swedish has specialized in identifying these opportunities throughout his career

Expansive Universe of Targets. We intend to focus our investment effort broadly across the healthcare industry, with an emphasis on the full continuum of healthcare services, healthcare information technology, supply chain or business support services, medical technology, medical devices and diagnostics. We believe that our investment and operating expertise in healthcare across multiple industry verticals will give us a large, addressable universe of potential targets. The diversity of the target universe and the number of sub-sectors maximize the likelihood that the management team will be able to identify and execute an attractive transaction.

Also in connection with the Extension, CHP and Accelus agreed subject to certain conditions to deposit into the Trust Account $0.0333 per share for each month of the Extension period (the “Monthly Contribution”),

~~Table of Contents~~pro-rated

for partial months during the Extension period, resulting in a maximum contribution of $0.20 per share of CHP Class A common stock that was not redeemed in connection with the Extension Meeting, or an aggregate of $3,722,200.60 (the “Maximum Contribution”).

Unique Expertise Required to Invest in Healthcare. Our team believes that the complexity of the healthcare industry requires investors and management to have significant sector-specific knowledge and expertise to identify and appropriately analyze investment opportunities and successfully operate thereafter. Technical and scientific knowledge, an understanding of the reimbursement and regulatory environment, complex valuation and deal structuring, specialized accounting treatments, and regulatory and political uncertainty, among other considerations, may deter competition from other investors.

Acquisition Strategy

Our acquisition strategy is to identify and acquire a compelling opportunity within our target industry and build a successful public company. We believe that our teams’ and directors’ experience evaluating assets through investing and building companies will enable us to source the highest quality targets. Our selection process will leverage the relationships of our team with industry leaders, strategic partners, venture capitalists, private equity and investment managers, respected peers, and our network of investment banking executives, attorneys and accountants. Together with this network of trusted partners, we intend to capitalize the target business and create purposeful strategic initiatives in order to achieve attractive growth and performance targets.

We will focus on targeting companies in the broader healthcare complex, including in healthcare services, healthcare IT, supply chain management, medical technology, medical devices, and diagnostics that are generating cost savings and improving the quality of care for the healthcare industry.

Consistent with our acquisition strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines.

• Established companies with proven track records, but opportunities for operational improvements

• Innovative products or services that meet market needs (lower costs and / or improve quality)

• Solid leadership with significant knowledge of target markets

• Strong competitive position

• Ability to enhance growth and scale through strategic partnerships and could benefit from the relationships and experience of our management team and Concord

• Reliable demand that will drive recurring revenue

• Opportunities for bolt-on acquisitions

• Appropriate valuation

• Benefit from being a public company

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that from time to time our management may deem relevant.

In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us.

Our Initial Business Combination Process

In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. We will also utilize our operational and capital planning experience.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or from an independent accounting firm, that our initial business combination is fair to our company from a financial point of view.

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Members of our management team indirectly own our common stock and/or private placement warrants, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

Certain of the members of our management team are employed by Concord, an affiliate of our sponsor. Our sponsor and its affiliates are continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor these obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination. Our amended and restated certificate of incorporation provides that, prior to the consummation of our initial business combination, we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue and the director or officer is permitted to refer that opportunity to us without violating any legal obligation. Our officers and directors would continue to be subject to all other fiduciary duties owed to us and our stockholders and no other waivers of their respective fiduciary obligations have been provided to any such officers and directors. We do not have any plan for any waiver of the fiduciary duties of our officers and directors post-business combination.

Our sponsor, officers and directors have agreed, pursuant to a letter agreement, not to participate in the formation of, or become an officer or director of, any other special purpose acquisition company until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 24 months after the closing of our initial public offering or during any Extension Period.

Initial Business Combination

We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination.

For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.

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Effecting our initial business combination

General

We are not presently engaged in, ~~and we will not engage in,~~ any operations ~~for an indefinite period of time~~. We intend to effectuate our initial business combination using cash from the ~~proceeds~~trust ofaccount ~~the initial public offering~~ and the sale of the private placement warrants, our capital stock, debt or a combination of these as the consideration to be paid in our initial business combination. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

If our initial business combination is paid for using equity or debt or not all of the funds released from the ~~trust~~Trust ~~account~~Account are used for payment of the consideration in connection with our initial business combination or used for redemption of our public shares, we may apply the balance of the cash released to us from the ~~trust~~Trust ~~account~~Account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

~~Certain~~We ~~members~~may ofseek ~~our~~to ~~management~~raise ~~team~~additional ~~are~~funds ~~employed~~through bya ~~Concord,~~private anoffering ~~affiliate~~ of ~~our~~debt ~~sponsor.~~or ~~Messrs.~~equity ~~Swedish,~~securities ~~Olsen~~in ~~and~~connection ~~Jose~~with ~~are~~the ~~continuously~~completion ~~made aware~~ of ~~potential~~our initial business ~~opportunities~~combination, ~~one~~and ~~or more of which~~ we may ~~desire~~ toeffectuate ~~pursue,~~our ~~for~~initial a business combination, ~~but~~using weproceeds ~~have~~of ~~not~~such ~~(nor~~offering ~~has~~rather ~~anyone~~than onusing ~~our~~the ~~behalf)~~amounts ~~contacted,~~held orin ~~had~~the ~~any~~Trust ~~discussions, formal or otherwise with, any prospective target business with respect to a business combination transaction with us~~Account.

WeIn ~~may~~the ~~seek~~case toof ~~raise~~an ~~additional~~initial ~~funds~~business ~~through~~combination afunded ~~private~~with ~~offering~~assets ofother ~~debt~~than the Trust Account assets, our tender offer documents or ~~equity~~proxy ~~securities~~materials indisclosing ~~connection~~the ~~with~~business combination would disclose the ~~completion~~terms of ~~our~~the ~~initial~~financing and, only if required by law or we decide to do so for business ~~combination,~~or ~~and~~other reasons, we ~~may~~would ~~effectuate~~seek stockholder approval of such financing. There are no prohibitions on our ability to raise funds privately or through loans in connection with our initial business combination ~~using~~. ~~proceeds~~At ofthis ~~such~~time, ~~offering~~we ~~rather~~are ~~than~~not ~~using~~a ~~the~~party ~~amounts~~to ~~held~~any inarrangement or understanding with any third party with respect to raising any additional funds through the ~~trust~~sale ~~account~~of securities or otherwise.

InNasdaq ~~the~~listing ~~case~~rules ofrequire anthat our initial business combination ~~funded~~must be with ~~assets~~one ~~other~~or ~~than~~more ~~the~~target ~~trust~~businesses ~~account~~that ~~assets,~~together ~~our~~have ~~tender~~an ~~offer~~aggregate ~~documents~~fair ormarket ~~proxy~~value ~~materials~~equal ~~disclosing~~to ~~the~~at ~~business~~least ~~combination~~80% ~~would~~of ~~disclose~~ the ~~terms~~value of the ~~financing~~ ~~and,~~Trust ~~only~~Account if(excluding ~~required~~any bydeferred ~~law~~underwriters orfees weand ~~decide~~taxes topayable doon sothe ~~for~~income ~~business~~earned oron ~~other~~the ~~reasons,~~Trust weAccount) ~~would~~at ~~seek~~the ~~stockholder~~time ~~approval~~ of ~~such~~our ~~financing.~~signing ~~There~~a ~~are~~definitive noagreement ~~prohibitions~~in onconnection with our ~~ability~~initial tobusiness ~~raise~~combination. ~~funds~~We ~~privately~~refer orto ~~through~~this ~~loans~~as inthe ~~connection~~80% ~~with our~~of ~~initial~~net ~~business~~assets ~~combination~~test. AtIf ~~this~~our ~~time,~~board weof ~~are~~directors is not aable ~~party~~ to ~~any~~independently ~~arrangement~~determine the fair market value of the target business or ~~understanding~~businesses, ~~with~~we ~~any~~will ~~third~~obtain ~~party~~an ~~with~~opinion ~~respect~~from toan ~~raising~~independent ~~any~~investment ~~additional~~banking ~~funds~~firm ~~through~~that ~~the~~is ~~sale~~a member of ~~securities~~FINRA, or ~~otherwise~~from an independent accounting firm, with respect to the satisfaction of such criteria.

1940, as amended, or the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination.

Selection of a target business and structuring of our initial business combination

Nasdaq listing rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the ~~trust~~Trust ~~account~~ Account (excluding any deferred underwriters fees and taxes payable on the income earned on the ~~trust~~Trust ~~account~~Account) at the time of our signing a definitive agreement in connection with our initial business combination. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA, or from an independent accounting firm, with respect to the satisfaction of such criteria. Our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations.

In any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquire a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. If we own or acquire less than 100% of the equity interests or assets of a target business or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company is what will be taken into account for purposes of the 80% of net assets test.

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To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information, which will be made available to us.

The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.

Business Combination Procedures

In connection with the proposed Business Combination with Accelus, we will seek shareholder approval of such initial business combination at a special meeting called for such purpose at which shareholders may seek to redeem their public shares, regardless of whether they vote for or against the proposed business combination.

Public stockholders may seek to redeem the public shares that they hold, regardless of whether they vote for or against the proposed Business Combination or do not vote at the Special Meeting. Any public stockholder may request redemption of their public shares for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares. If a holder properly seeks redemption as described in this section and the Business Combination is consummated, the holder will no longer own these shares following the Business Combination.

Redemption rights for public stockholders upon completion of our initial business combination

The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Our sponsor has entered into a letter agreement with us, pursuant to which it has agreed to waive its redemption rights with respect to its founder shares and any public shares it may acquire in connection with the completion of our initial business combination. Our other directors and officers have also entered into the letter agreement, which imposes the same obligations on them with respect to any public shares acquired by them.

Submission of our initial business combination to a stockholder vote

Under our current charter, in connection with any proposed business combination, we must seek stockholder approval of an initial business combination at a meeting called for such purpose at which public stockholders may seek to redeem their public shares, subject to the limitations described in the prospectus for our initial public offering. Accordingly, in connection with the Business Combination, our stockholders may seek to redeem the public shares that they hold in accordance with the procedures set forth in the proxy statement/prospectus on Form

~~In the event that we seek stockholder approval of our initial business combination~~S-4, ~~we will distribute proxy materials and, in connection therewith, provide our public stockholders with the redemption rights described above upon completion of the initial business combination.~~

File

~~If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination~~No. In such case, pursuant to the terms of a letter agreement entered into with us, our initial stockholders have agreed (and their permitted transferees will agree) to vote their founder shares and any public shares held by them in favor of our initial business combination 333-262735. Our directors and officers also have agreed to vote in favor of our initial business combination with respect to public shares acquired by them, if any. We expect that at the time of any stockholder vote relating to our initial business combination, our initial stockholders and their permitted transferees will own at least 20% of our outstanding shares of common stock entitled to vote thereon. Each public stockholder may elect to redeem their public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction. In addition, our initial stockholders have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares held by them in connection with the completion of a business combination. Our other directors and officers have also entered into the letter agreement, which imposes the same obligations on them with respect to any public shares acquired by them.

10We will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. In such case, pursuant to the terms of a letter agreement entered into with us, our initial stockholders have agreed (and their permitted transferees will agree) to vote their founder shares and any public shares held by them in favor of our initial business combination. Our directors and officers also have agreed to vote in favor of our initial business combination with respect to public shares acquired by them, if any. We expect that at the time of any stockholder vote relating to our initial business combination, our initial stockholders and their permitted transferees will own at least 20% of our outstanding shares of common stock entitled to vote thereon. Each public stockholder may elect to redeem their public shares

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without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction. In addition, our initial stockholders have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares held by them in connection with the completion of a business combination. Our other directors and officers have also entered into the letter agreement, which imposes the same obligations on them with respect to any public shares acquired by them.

Redemption Rights for Public Stockholders Upon Completion of Our Initial Business Combination

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the completion of our initial business combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the ~~trust~~Trust ~~account~~Account as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the ~~trust~~Trust ~~account~~Account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. At completion of the business combination, we will be required to purchase any public shares properly delivered for redemption and not withdrawn. The amount in the ~~trust~~Trust ~~account~~Account isas ~~initially~~of ~~anticipated~~December 31, to2021 beis approximately $10188.004 ~~per public share~~million. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Our sponsor has entered into a letter agreement with us, pursuant to which it has agreed to waive its redemption rights with respect to its founder shares and any public shares it may acquire in connection with the completion of our initial business combination. Our other directors and officers have also entered into the letter agreement, which imposes the same obligations on them with respect to any public shares acquired by them.

Manner of Conducting Redemptions

We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination either: (1) in connection with a stockholder meeting called to approve the business combination; or (2) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement. Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would typically require stockholder approval. We intend to conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by applicable law or stock exchange rules or we choose to seek stockholder approval for business or other reasons.

If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation:

•

conduct the redemptions pursuant to Rule

13e-4

and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and

•

file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Upon the public announcement of our initial business combination, we and our sponsor will terminate any plan established in accordance with Rule

~~Upon the public announcement of our initial business combination, we and our sponsor will terminate any plan established in accordance with Rule~~ 10b5-1 ~~to purchase shares of our Class A common stock in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act.~~

to purchase shares of our Class A common stock in the open

In10 the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we will only redeem public shares so long as (after such redemptions) our net tangible assets will be at least $5,000,001, either prior to or upon consummation of an initial business combination, after payment of the deferred underwriting commission (so that we do not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.

market if we elect to redeem our public shares through a tender offer, to comply with Rule

1114e-5

under the Exchange Act.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule

~~Table of Contents~~14e-1(a)

under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we will only redeem public shares so long as (after such redemptions) our net tangible assets will be at least $5,000,001, either prior to or upon consummation of an initial business combination, after payment of the deferred underwriting commission (so that we do not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.

If, however, stockholder approval of the transaction is required by applicable law or stock exchange rules, or we decide to obtain stockholder approval for business or other reasons, we will, pursuant to our amended and restated certificate of incorporation:

•

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

•

file proxy materials with the SEC.

We expect that a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Although we are not required to do so, we currently intend to comply with the substantive and procedural requirements of Regulation 14A in connection with any stockholder vote even if we are not able to maintain our Nasdaq listing or Exchange Act registration.

In the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public stockholders with the redemption rights described above upon completion of the initial business combination.

IfWe weare ~~seek~~seeking stockholder approval, and we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. In such case, pursuant to the terms of a letter agreement entered into with us, our initial stockholders have agreed (and their permitted transferees will agree) to vote their founder shares and any public shares held by them in favor of our initial business combination. Our directors and officers also have agreed to vote in favor of our initial business combination with respect to public shares acquired by them, if any. We expect that at the time of any stockholder vote relating to our initial business combination, our initial stockholders and their permitted transferees will own at least 20% of our outstanding shares of common stock entitled to vote thereon. Each public stockholder may elect to redeem their public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction. In addition, our initial stockholders have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares held by them in connection with the completion of a business combination. Our other directors and officers have also entered into the letter agreement, which imposes the same obligations on them with respect to any public shares acquired by them.

Our amended and restated certificate of incorporation will provide that we will only redeem our public shares so long as (after such redemptions) our net tangible assets will be at least $5,000,001, either prior to or upon consummation of an initial business combination, after payment of the deferred underwriting commission (so that we do not then become subject to the SEC’s “penny stock” rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (1) cash consideration to be paid to the target or its owners; (2) cash to be transferred to the target for working capital or other general corporate purposes; or (3) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof.

1211

~~Table~~upon consummation of ~~Contents~~an initial business combination, after payment of the deferred underwriting commission (so that we do not then become subject to the SEC’s “penny stock” rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (1) cash consideration to be paid to the target or its owners; (2) cash to be transferred to the target for working capital or other general corporate purposes; or (3) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof.

Conduct of redemptions pursuant to tender offer rules

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule

~~In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule~~ 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of public shares, which number will be based on the requirement that we will only redeem public shares so long as (after such redemptions) our net tangible assets will be at least $5,000,001, either prior to or upon consummation of an initial business combination, after payment of the deferred underwriting commission (so that we do not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.

•

file proxy materials with the SEC.

Limitation on redemption upon completion of our initial business combination ~~if we seek stockholder approval~~

Notwithstanding the foregoing, if we ~~seek~~are seeking stockholder approval of our initial business combination and if we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under ~~Section~~ Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares. We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our sponsor or its affiliates to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in the initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem no more than 15% of the shares sold in the initial public offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

Tendering stock certificates in connection with a tender offer or redemption rights

We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, rather than simply voting against the initial business combination at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a stockholder vote, a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. Given the relatively short exercise period, it is advisable for stockholders to use electronic delivery of their public shares.

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There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

The foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the stockholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact such stockholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the stockholder then had an “option window” after the completion of the business combination during which he or she could monitor the price of the company’s stock in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which stockholders were aware they needed to commit before the stockholder meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination is approved.

Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the date of the stockholder meeting set forth in our proxy materials, as applicable. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.

If13 our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

Ifsimply ~~our~~request ~~initial~~that ~~proposed~~the ~~business~~transfer ~~combination~~agent isreturn ~~not~~the ~~completed,~~certificate we(physically ~~may~~or ~~continue~~electronically). It is anticipated that the funds to ~~try~~be distributed to ~~complete~~holders aof ~~business~~our ~~combination~~public ~~with~~shares aelecting ~~different~~to ~~target~~redeem ~~until~~their 24shares ~~months~~will ~~from~~be distributed promptly after the ~~closing~~completion of our initial ~~public~~business ~~offering~~combination.

If our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the Trust Account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until May 26, 2022.

Redemption of public shares and liquidation if no initial business combination

Our amended and restated certificate of incorporation provides that we will have ~~only~~until 24May 26, ~~months~~2022 ~~from the closing of the initial public offering~~ to complete our initial business combination. If we are unable to complete our initial business combination ~~within~~by such ~~24-month period~~date, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the ~~trust~~Trust ~~account~~Account, including interest earned on the funds held in the ~~trust~~Trust ~~account~~Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination ~~within~~before ~~the~~May 26, ~~24-month time period~~2022.

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Competition

If we succeed in effecting a business combination with Accelus, there will be, in all likelihood, significant competition from its competitors. We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete effectively. Information regarding Accelus’ competition is set forth in the proxy statement/prospectus on Form

~~In identifying~~S-4, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

File

No. 333-262735,

for the meeting to be called to approve the business combination with Accelus.

Employees

We currently have three officers and do not intend to have any full-time employees prior to the completion of our initial business combination. Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that any such person will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process.

15Item 1.A. Risk Factors.

~~Table of Contents~~10-K,

before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

~~Item~~14 ~~1A. Risk Factors.~~

AnRisks ~~investment~~relating into ~~our~~Our ~~securities~~Identification ~~involves a high degree~~ of ~~risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report on Form 10-K, before making~~ a ~~decision~~Business toCombination ~~invest~~Target ~~in our units. If any of the following events occur, our business, financial condition~~ and ~~operating~~Consummation ~~results may be materially adversely affected. In that event, the trading price~~ of ~~our~~a ~~securities could decline, and you could lose all or part of your investment.~~

~~Risks relating to Our Identification of a~~ Business Combination ~~Target and Consummation of a Business Combination~~

Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination.

We may not hold a stockholder vote to approve our initial business combination unless the business combination would require stockholder approval under applicable law or stock exchange listing requirements or if we decide to hold a stockholder vote for business or other reasons. For instance, Nasdaq rules currently allow us to engage in a tender offer in lieu of a stockholder meeting but would still require us to obtain stockholder approval if we were seeking to issue more than 20% of our outstanding shares to a target business as consideration in any business combination. Therefore, if we were structuring a business combination that required us to issue more than 20% of our outstanding shares, we would seek stockholder approval of such business combination. However, except as required by applicable law or stock exchange rules, the decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly, we may consummate our initial business combination even if holders of a majority of the outstanding shares of our common stock do not approve of the business combination we consummate.

Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of such business combination.

You will not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination. Additionally, since our board of directors may complete a business combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on the business combination, unless we seek such stockholder vote. Accordingly, if we do not seek stockholder approval, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public stockholders in which we describe our initial business combination.

IfWe weare ~~seek~~seeking stockholder approval of our initial business combination, and our initial stockholders, officers and directors have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.

Our initial stockholders have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their founder shares and any public shares held by them in favor of our initial business combination. As a result, in addition to our initial stockholders’ founder shares, we would need 115,~~250~~555,~~001~~502, or 3721.53% (assuming all outstanding shares are voted), orof 1the 18,~~875~~611,~~001~~003 orpublic 6shares outstanding as of March 17, 2022 to be voted in favor of our initial business combination in order to have such initial business combination approved.~~25%~~ ~~(assuming~~Assuming only the minimum number of shares representing a quorum are voted), we would need none of the 3018,~~000~~611,~~000~~003 public shares ~~sold~~outstanding inas ~~the~~of ~~initial~~March 17, ~~public~~2022 ~~offering~~ to be voted in favor of our initial business combination in order to have such initial business combination approved. Our other directors and officers have also entered into the letter agreement, which imposes the same obligations on them with respect to any public shares acquired by them. We expect that our initial stockholders and their permitted transferees will own at least 20% of our outstanding shares of common stock at the time of any such stockholders vote. Accordingly, ifbecause we ~~seek~~are seeking stockholder approval of our initial business combination, it is more likely that the necessary stockholder approval will be received than would be the case if such persons agreed to vote their founder shares in accordance with the majority of the votes cast by our public stockholders.

1615

~~Table~~The ofBusiness ~~Contents~~Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.

The completion of the Business Combination is subject to a number of conditions. The completion of the Business Combination is not assured and is subject to risks, including the risk that approval of the Business Combination by our stockholders is not obtained or that there are not sufficient funds in the Trust Account, in each case subject to certain terms specified in the Business Combination Agreement, or that other Closing conditions are not satisfied. If we does not complete the Business Combination, we could be subject to several risks, including:

•

we may be liable for damages to Accelus under the terms and conditions of the Business Combination Agreement;

•

negative reactions from the financial markets, including declines in the price of our Class A common stock due to the fact that current prices may reflect a market assumption that the Business Combination will be completed; and

•

the attention of our management will have been diverted to the Business Combination rather than the pursuit of other opportunities in respect of an initial business combination.

The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, we will only redeem our public shares so long as (after such redemptions) our net tangible assets, after payment of the deferred underwriting commissions, will be at least $5,000,001 either prior to or upon consummation of an initial business combination, after payment of the deferred underwriting commission (so that we do not then become subject to the SEC’s “penny stock” rules), or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to not be at least $5,000,001 either prior to or upon consummation of an initial business combination, after payment of the deferred underwriting commission, or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.

The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.

At the time we ~~enter~~entered into an agreement for our initial business combination, we ~~will~~did not know how many stockholders may exercise their redemption rights and, therefore, we ~~will~~structured ~~need to structure~~ the transaction based on our expectations as to the number of shares that will be submitted for redemption. IfBecause our initial business combination agreement requires us to ~~use a portion of the cash in the trust account to pay the purchase price or requires us to~~ have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements or arrange for third-party financing. In addition, if a larger number of shares is submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. ~~Raising~~In ~~additional~~connection ~~third-party~~with ~~financing may involve dilutive equity issuances or~~ the ~~incurrence of~~Extension ~~indebtedness~~Meeting, ~~at higher than desirable levels. The above considerations may limit~~ our ~~ability~~public tostockholders ~~complete~~holding ~~the~~11,388,997 ~~most~~shares ~~desirable~~of ~~business~~CHP ~~combination~~Class A ~~available~~common tostock us(out orof ~~optimize~~a ~~our~~total ~~capital~~of ~~structure.~~30,000,000 ~~The~~shares ~~amount~~ of ~~the~~CHP ~~deferred~~Class A ~~underwriting~~common ~~commissions payable~~stock) toexercised ~~the~~their ~~underwriters~~right ~~will~~to ~~not~~redeem besuch ~~adjusted for any~~ shares ~~that~~at ~~are~~a ~~redeemed~~redemption inprice ~~connection~~of ~~with~~approximately ~~an initial business combination~~$10.06 ~~The~~ per- share, ~~amount~~resulting wein ~~will distribute to stockholders who properly exercise their redemption rights will not be reduced by~~ the ~~deferred~~removal ~~underwriting commissions and after such redemptions, the per-share value~~ of ~~shares held by non-redeeming stockholders will reflect our obligation to pay the deferred underwriting commissions.~~

approximately $114.5 million in cash from the Trust Account to pay such stockholders and, accordingly, after giving effect to such redemptions, the balance in the Trust Account was approximately $187.1 million. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The

per-share

amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commissions and after such redemptions, the

per-share

value of shares held by

non-redeeming

stockholders will reflect our obligation to pay the deferred underwriting commissions.

The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.

IfBecause our initial business combination agreement requires us to ~~use a portion of the cash in the trust account to pay the purchase price, or requires us to~~ have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful increases. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your stock in the open market; however, at such time our stock may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your stock in the open market.

The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders.

Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination ~~within~~by 24May 26, ~~months from the closing of the initial public offering~~2022. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to ~~the~~May 26, ~~end of the 24-month period~~2022. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the

COVID-19

outbreak and other events and the status of debt and equity markets.

COVID-19

a “Public Health Emergency of International Concern.” On January 31, 2020,

then-U.S.

Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to

COVID-19,

and on March 11, 2020, the World Health Organization characterized the outbreak as a “pandemic.” The

COVID-19

outbreak has adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) could adversely affect, economies and financial markets worldwide, business operations and the conduct of commerce generally, and the business of any potential target business with which we consummate a business combination could be, or may already have been, materially and

adversely affected. Furthermore, we may be unable to complete a business combination if concerns relating to

~~Table of Contents~~COVID-19

continue to restrict travel or limit the ability to have meetings with potential investors, or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which

~~Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by~~ COVID-19 ~~outbreak and other events and the status of debt and equity markets.~~

impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of

In December 2019, a novel strain of coronavirus was reported to have surfaced, which has and is continuing to spread throughout parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of COVID-19 a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020, the World Health Organization characterized the outbreak as a “pandemic.” The COVID-19 outbreak has adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) could adversely affect, economies and financial markets worldwide, business operations and the conduct of commerce generally, and the business of any potential target business with which we consummate a business combination could be, or may already have been, materially and adversely affected. Furthermore, we may be unable to complete a business combination if concerns relating to COVID-19 continue to restrict travel or limit the ability to have meetings with potential investors, or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

and the actions to contain

~~In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by~~ COVID-19 and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases), including as a result of increased market volatility and decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.

or treat its impact, among others. If the disruptions posed by

~~Finally, the outbreak of~~ COVID-19 may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our securities and cross border transactions.

or other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

In addition, our ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by

We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may receive only $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.COVID-19

and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases), including as a result of increased market volatility and decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.

Finally, the outbreak of

Our amended and restated certificate of incorporation provides that we must complete our initial business combination within 24 months from the closing of the initial public offering. We may not be able to find a suitable target business and complete our initial business combination within such time period. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein, including as a result of terrorist attacks, natural disasters or a significant outbreak of infectious diseases. For example, the outbreak of Coronavirus Disease 2019 (“COVID-19”) continues to grow both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of COVID-19 and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) may negatively impact businesses we may seek to acquire.

may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our securities and cross border transactions.

A potential target’s business could be affected by political instability, including relating to Ukraine and related sanctions or export controls imposed by the U.S., EU, UK, or other governments.

The ongoing conflict in Ukraine along with the responses of the governments of the United States, EU member states, the United Kingdom, and other nations have the potential to materially adversely affect a potential target business’s operations or assets in or (direct or indirect) dealings with parties organized or located within Ukraine, Russia, and Belarus. Due to recent geopolitical developments, the United States, European Union, United Kingdom, and other nations have announced or threatened new sanctions and export restrictions targeting Russian and Belarusian individuals and entities, as well as disputed territories within Ukraine. Russia and its allies may respond with countermeasures, which could further restrict the target business’s operations in or related to the foregoing countries. It is unclear how long existing restrictions (and countermeasures) will remain in place or whether new restrictions (or countermeasures) may be imposed. Existing restrictions have negatively impacted the Russian economy, and there can be no guarantee that existing (or new) restrictions or countermeasures will not materially adversely affect the Russian (or global) economy. Any of the foregoing could have a material adverse impact on a potential target business’s financial condition, results of operations, or prospects.

We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case, assuming CHP and Accelus make the Maximum Contribution, our public stockholders may receive only $10.26 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

Our amended and restated certificate of incorporation provides that we must complete our initial business combination by May 26, 2022. We may not be able to find a suitable target business and complete our initial business combination within such time period. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein, including as a result of terrorist attacks, natural disasters or a significant outbreak of infectious diseases. For example, the outbreak of

COVID-19

continues to grow both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of

COVID-19

and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) may negatively impact businesses we may seek to acquire.

~~Table~~If we have not completed our initial business combination within such time period, we will: (1) cease all operations except for the purpose of ~~Contents~~winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, assuming CHP and Accelus make the Maximum Contribution, our public stockholders may receive only $10.26 per share, or less than $10.26 per share, on the redemption of their shares, and our warrants will expire worthless.

IfWe weare ~~have~~seeking ~~not~~stockholder ~~completed~~approval of our initial business combination ~~within such time period~~, weand ~~will:~~our ~~(1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter~~sponsor, ~~redeem 100% of the public shares~~directors, ~~at a per share price~~officers, ~~payable~~advisors inor ~~cash,~~any ~~equal~~of totheir ~~the~~affiliates ~~aggregate~~may ~~amount~~elect ~~then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released~~ to uspurchase ~~to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public~~ shares, ~~which~~or ~~redemption~~warrants ~~will~~from ~~completely extinguish~~ public stockholders~~’ rights as stockholders (including the right to receive further liquidating distributions~~, ifwhich ~~any);~~may ~~and~~influence ~~(3)~~a asvote ~~promptly~~on asa ~~reasonably~~proposed ~~possible~~business ~~following~~combination ~~such redemption, subject to the approval of our remaining stockholders~~ and ~~our~~reduce ~~board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and~~ the ~~requirements of other applicable law. In such case, our~~ public ~~stockholders~~“float” ~~may receive only $10.00 per share, or less than $10.00 per share, on the redemption~~ of ~~their shares, and~~ our ~~warrants~~Class A ~~will~~common ~~expire worthless~~stock.

IfWe weare ~~seek~~seeking stockholder approval of our initial business combination and if we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or any of their affiliates may ~~elect~~purchase shares or public warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such public stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, directors, officers, advisors or ~~warrants~~any of their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, ~~which~~such selling public stockholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. The price per share paid in any such transaction may ~~influence~~be different than the amount per share a public stockholder would receive if it elected to redeem its shares in connection with our initial business combination. The purpose of such purchases could be to vote onsuch ashares ~~proposed~~in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of our initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. We would expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. In addition, if such purchases are made, the public “float” of our Class A common stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or any of their affiliates may purchase shares or public warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such public stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, directors, officers, advisors or any of their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling public stockholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. The price per share paid in any such transaction may be different than the amount per share a public stockholder would receive if it elected to redeem its shares in connection with our initial business combination. The purpose of such purchases could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of our initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. We would expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. In addition, if such purchases are made, the public “float” of our Class A common stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

We will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or redeem public shares, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. For example, we may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a stockholder fails to comply with these or any other procedures, its shares may not be redeemed.

~~Table~~opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that we will furnish to holders of ~~Contents~~our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or redeem public shares, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. For example, we may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a stockholder fails to comply with these or any other procedures, its shares may not be redeemed.

You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss.

Our public stockholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (1) the completion of our initial business combination, and then only in connection with those shares of Class A common stock that such stockholder properly elected to redeem, subject to the limitations described herein; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the initial public offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (3) the redemption of all of our public shares if we are unable to complete our initial business combination within 24 months from the closing of the initial public offering, subject to applicable law and as further described herein. Stockholders who do not exercise their rights to the funds in connection with such an amendment to our certificate of incorporation would still have rights to the funds held in the trust account in connection with any other applicable amendment to our certificate of incorporation and a subsequent business combination to the extent they are then stockholders. In no other circumstances will a public stockholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

business combination activity; and (3) the redemption of all of our public shares if we are unable to complete our initial business combination by May 26, 2022, subject to applicable law and as further described herein. Stockholders who do not exercise their rights to the funds in connection with such an amendment to our certificate of incorporation would still have rights to the funds held in the trust account in connection with any other applicable amendment to our certificate of incorporation and a subsequent business combination to the extent they are then stockholders. In no other circumstances will a public stockholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

You will not be entitled to protections normally afforded to investors of many other blank check companies.

Since the net proceeds of the initial public offering and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business that has not been identified, we may be deemed to be a “blank check” company under the U.S. securities laws. However, because we had net tangible assets in excess of $5,000,000 upon the completion of the initial public offering and the sale of the private placement warrants and filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units are immediately tradable and we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if the initial public offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of our initial business combination.

including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units are immediately tradable and we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if the initial public offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of our initial business combination.

If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of 15% of our Class A common stock, you will lose the ability to redeem all such shares in excess of 15% of our Class A common stock.

If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the initial public offering, without our prior consent, which we refer to as the “Excess Shares.” However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. As a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your stock in open market transactions, potentially at a loss.

~~Table~~We are seeking stockholder approval of ~~Contents~~our initial business combination and if we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of 15% of our Class A common stock, you will lose the ability to redeem all such shares in excess of 15% of our Class A common stock.

~~Because~~We are seeking stockholder approval of our ~~limited~~initial ~~resources~~business combination and ~~the~~if ~~significant~~we ~~competition~~do ~~for~~not conduct redemptions in connection with our initial business combination ~~opportunities~~pursuant to the tender offer rules, itour ~~may~~amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more ~~difficult~~than ~~for~~an usaggregate of 15% of the shares sold in the initial public offering, without our prior consent, which we refer to ~~complete~~as the “Excess Shares.” However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. IfYour weinability ~~are~~to ~~unable~~redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination, ~~our~~and ~~public~~you ~~stockholders~~could ~~may~~suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive ~~only~~redemption ~~approximately~~distributions ~~$10~~with respect to the Excess Shares if we complete our initial business combination.00 ~~per~~As ~~share~~a result, oryou ~~less~~will incontinue ~~certain~~to ~~circumstances~~hold that number of shares exceeding 15% and, onin ~~our~~order ~~redemption~~to dispose of ~~their~~such ~~stock~~shares, ~~and~~would ~~our~~be ~~warrants~~required ~~will~~to ~~expire~~sell ~~worthless~~your stock in open market transactions, potentially at a loss.

WeBecause expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our ~~financial~~limited resources will be relatively limited when contrasted with those of many of these competitors. While we believe there will be numerous target businesses we could potentially acquire with the net proceeds of the initial public offering and the ~~sale~~significant ofcompetition ~~the~~for private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable is limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek stockholder approval of our initial business combination ~~and we are obligated to pay cash for shares of our Class A common stock~~opportunities, it ~~will~~may ~~potentially~~be ~~reduce~~more ~~the~~difficult ~~resources available~~for to us ~~for~~to complete our initial business combination. ~~Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination.~~ If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.0026 per share, assuming CHP and Accelus make the Maximum Contribution, or less in certain circumstances, on ~~the~~our ~~liquidation~~redemption of ~~our~~their ~~trust~~stock, ~~account~~ and our warrants will expire worthless.

IfWe ~~the~~expect ~~funds~~to ~~not~~encounter ~~being~~intense ~~held~~competition infrom other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the ~~trust~~types ~~account~~of ~~are~~businesses ~~insufficient~~we intend to ~~allow~~acquire. usMany of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to ~~operate~~various ~~for~~industries. atMany ~~least~~of ~~the~~these 24competitors ~~months~~possess ~~following~~greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there will be numerous target businesses we could potentially acquire with the ~~closing~~net proceeds of the initial public offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable is limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek stockholder approval of our initial business combination and we are obligated to pay cash for shares of our Class A common stock, it will potentially reduce the resources available to us for our initial business combination. Any of these obligations may beplace us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.26 per share, assuming CHP and Accelus make the Maximum Contribution, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

~~The~~If the funds ~~available~~not tobeing usheld ~~outside~~in of the trust account ~~may~~are ~~not~~insufficient ~~be sufficient~~ to allow us to operate ~~for~~until ~~at least the 24 months following the closing of the initial public offering~~May 26, assuming that our initial business combination is not completed during that time. We expect to incur significant costs in pursuit of our acquisition plans. Our affiliates are not obligated to make loans to us in the future2022, ~~and~~ we may ~~not~~ be able to raise additional financing from unaffiliated parties necessary to fund our expenses. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time. We believe that the funds available to us outside of the trust account, will be sufficient to allow us to operate for at least the 24 months following the closing of the initial public offering; however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we are unable to complete our initial business combination~~, our public stockholders may receive only approximately $10~~.00 ~~per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.~~

IfThe ~~the~~funds ~~net~~available ~~proceeds~~to us outside of the ~~initial~~trust ~~public~~account ~~offering~~may ~~and~~not ~~the~~be ~~sale~~sufficient ofto ~~the~~allow ~~private~~us ~~placement~~to ~~warrants~~operate ~~not~~until ~~being~~May 26, ~~held~~2022, inassuming ~~the~~that ~~trust~~our ~~account~~initial ~~are~~business ~~insufficient,~~combination itis ~~could~~not ~~limit~~completed ~~the~~during ~~amount~~that ~~available~~time. We expect to ~~fund~~incur significant costs in pursuit of our ~~search~~ ~~for~~acquisition aplans. ~~target~~Our ~~business~~affiliates orare ~~businesses~~not ~~and~~obligated ~~complete~~to ~~our~~make ~~initial~~loans ~~business~~to ~~combination~~us in the future, and we ~~will~~may ~~depend~~not onbe ~~loans~~able ~~from~~to ~~our~~raise ~~sponsor~~additional orfinancing ~~management~~from ~~team~~unaffiliated parties necessary to fund our ~~search,~~expenses. toAny ~~pay~~such ~~our~~event ~~taxes~~in ~~and~~the tofuture ~~complete~~may negatively impact the analysis regarding our ~~initial~~ability ~~business~~to ~~combination.~~continue as a

As of December 31, 2020, we had cash of $ 604,245 held outside of the trust account to fund our working capital requirements. If we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor any of their affiliates is under any obligation to loan funds to us in such circumstances. Any such loans would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In such case, our public stockholders may receive only $10.00 per share, or less in certain circumstances, and our warrants will expire worthless.

going concern at such time. We believe that the funds available to us outside of the trust account will be sufficient to allow us to operate until May 26, 2022; however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a

~~Table of Contents~~“no-shop”

provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.26 per share, assuming CHP and Accelus make the Maximum Contribution, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

If the net proceeds of the initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination and we will depend on loans from our sponsor or management team to fund our search, to pay our taxes and to complete our initial business combination.

As of December 31, 2021, we had cash of $98,614 held outside of the trust account to fund our working capital requirements. If we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or may be forced to liquidate. Neither our sponsor, members of our management team nor any of their affiliates is under any obligation to loan funds to us in such circumstances. Any such loans would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In such case, our public stockholders may receive only $10.26 per share, assuming CHP and Accelus make the Maximum Contribution, or less in certain circumstances, and our warrants will expire worthless.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by stockholders may be less than $10.00 per share.

Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Making such a request of potential target businesses may make our acquisition proposal less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field of potential target businesses that we might pursue. The underwriters of the initial public offering did not execute agreements with us waiving such claims to the monies held in the trust account.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per share redemption amount received by public stockholders could be less than the $10.00 per share initially held in the trust account, due to claims of such creditors.

Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

~~Table~~Examples of ~~Contents~~possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per share redemption amount received by public stockholders could be less than the $10.26 per share held in the trust account, assuming CHP and Accelus make the Maximum Contribution, due to claims of such creditors.

~~Because~~Our wesponsor ~~are~~has ~~neither~~agreed ~~limited~~that it will be liable to ~~evaluating~~us ~~target~~if ~~businesses~~and into the extent any claims by a ~~particular~~third ~~industry~~party ~~nor~~(other ~~have~~than weour ~~identified~~independent ~~any~~registered ~~specific~~public accounting firm) for services rendered or products sold to us, or a prospective target ~~businesses~~business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to ~~pursue~~below (1) $10.00 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of the initial ~~business~~public ~~combination~~offering against certain liabilities, ~~you~~ including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be ~~unable~~responsible to ~~ascertain~~ the ~~merits~~extent orof ~~risks~~any liability for such third party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such obligations. As a result, if any ~~particular~~such ~~target~~claims were successfully made against the trust account, the funds available for our initial business’s ~~operations~~combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

We may seek to complete a business combination with an operating company in any industry or sector, but we are not, under our amended and restated certificate of incorporation, permitted to effectuate our initial business combination with another blank check company or similar company with nominal operations. Because we have not yet identified or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any stockholders or warrant holders who choose to remain a stockholder or warrant holder following our initial business combination could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value.

We may seek acquisition opportunities in industries outside of the healthcare industry (which industries may or may not be outside of our management’s area of expertise).

Although we intend to ~~focus~~consummate onour ~~identifying~~initial business combination ~~candidates~~with ~~in the healthcare industry~~Accelus, we will consider a business combination outside of the healthcare industry (which industries may be outside our management’s area of expertise) if a business combination candidate is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company ~~or we are unable to identify a suitable candidate in the healthcare industry~~. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we may not adequately ascertain or assess all of the risks. An investment in our units may ultimately prove to be less favorable to investors in the initial public offering than a direct investment, if an opportunity were available, in a business combination candidate.

In the event we elect to pursue an acquisition outside of the healthcare industry, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this Form 10-K ~~regarding the healthcare industry would not be relevant to an understanding of the business that we elect to acquire.~~

regarding the healthcare industry would not be relevant to an understanding of the business that we elect to acquire.

Because we intend to seek a business combination with a target business in the healthcare industry, we expect our future operations to be subject to risks associated with this industry.

Healthcare related companies are generally subject to greater governmental regulation than most other industries at the U.S. state and federal levels, and internationally. In recent years, both local and national governments have come under pressure to reduce spending and control healthcare costs, which could both adversely affect regulatory processes and public funding available for healthcare products, services and facilities.

While one intent of healthcare reform is to expand health insurance coverage to more individuals, it may also involve additional regulatory mandates and other measures designed to constrain medical costs, including coverage and reimbursement for healthcare services. Healthcare reform has had a significant impact on the healthcare sector in the United States and consequently has the ability to affect companies within the healthcare industry. The ultimate effects of federal healthcare reform or any future legislation or regulation, or healthcare initiatives, if any, on the healthcare sector, whether implemented at the federal or state level or internationally, cannot be predicted with certainty and such reform, legislation, regulation or initiatives may adversely affect the performance of a potential business combination.

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Changes in governmental policies may have a material effect on the demand for or costs of certain products and services. A healthcare related company typically must receive government approval before introducing new drugs and medical devices or procedures. This process may delay the introduction of these products and services to the marketplace, resulting in increased development costs, delayed cost recovery and loss of competitive advantage to the extent that rival companies have developed competing products or procedures, adversely affecting the company’s revenues and profitability. Failure to obtain governmental approval of a key drug or device or other regulatory action could have a material adverse effect on the business of a target company. Additionally, expansion of facilities by healthcare related providers is typically subject to “determinations of need” by the appropriate government authorities. This process not only increases the time and cost involved in these expansions, but also makes expansion plans uncertain, limiting the revenue and profitability growth potential of healthcare related facilities operators. Certain healthcare related companies depend on the exclusive rights or patents for the products they develop and distribute. Patents have a limited duration and, upon expiration, other companies may market substantially similar “generic” products that are typically sold at a lower price than the patented product, causing the original developer of the product to lose market share and/or reduce the price charged for the product, resulting in lower profits for the original developer. As a result, the expiration of patents may adversely affect the profitability of these companies. The profitability of healthcare related companies may also be affected, among other factors, by restrictions on government reimbursement for medical expenses, rising or falling costs of medical products and services, pricing pressure, an increased emphasis on outpatient services, a limited product offering, industry innovation, changes in technologies and other market developments. Finally, because the products and services of healthcare related companies affect the health and well-being of many individuals, these companies are especially susceptible to product liability lawsuits.

The healthcare industry spends heavily on research and development. Research findings (e.g., regarding side effects or comparative benefits of one or more particular treatments, services or products) and technological innovation (together with patent expirations) may make any particular treatment, service or product less attractive if previously unknown or underappreciated risks are revealed, or if a more effective, less costly or less risky solution is or becomes available. Any such development could have a material adverse effect on the related target businesses.

Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.

Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes, including Accelus. If we complete our initial business combination with a target that does not meet some or all of these criteria and guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction is required by applicable law or stock exchange rules, or we decide to obtain stockholder approval for business or other reasons, it may be more difficult for us to attain stockholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.0026 per share, assuming CHP and Accelus make the Maximum Contribution, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.

To the extent we complete our initial business combination with an early stage company, a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

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We are not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.

Unless we complete our initial business combination with an affiliated entity or our board cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm that the price we are paying is fair to our company from a financial point of view. If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.

We25 may issue additional shares of Class A common stock or preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue shares of Class A common stock upon the conversion of the Class B common stock at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions described herein. Any such issuances would dilute the interest of our stockholders and likely present other risks.

We may issue additional shares of Class A common stock or preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue shares of Class A common stock upon the conversion of the Class B common stock at a ratio greater than

Our amended and restated certificate of incorporation authorizes the issuance of up to 200,000,000 shares of Class A common stock, par value $0.0001 per share, 20,000,000 shares of Class B common stock, par value $0.0001 per share, and 1,000,000 shares of undesignated preferred stock, par value $0.0001 per share. At December 31, 2020, there were 147,000,000 and 12,500,000 authorized but unissued shares of Class A and Class B common stock available, respectively, for issuance, which amount takes into account shares reserved for issuance upon exercise of outstanding warrants but not the shares of Class A common stock issuable upon the conversion of the Class B common stock. Shares of Class B common stock are automatically convertible into shares of our Class A common stock at the time of our initial business combination, initially at a one-~~for~~to-one ~~ratio but subject to adjustment as set forth herein.~~

at the time of our initial business combination as a result of the anti-dilution provisions described herein. Any such issuances would dilute the interest of our stockholders and likely present other risks.

Our amended and restated certificate of incorporation authorizes the issuance of up to 200,000,000 shares of Class A common stock, par value $0.0001 per share, 20,000,000 shares of Class B common stock, par value $0.0001 per share, and 1,000,000 shares of undesignated preferred stock, par value $0.0001 per share. At December 31, 2021, there were 158,388,997 and 12,500,000 authorized but unissued shares of Class A and Class B common stock available, respectively, for issuance, which amount takes into account shares reserved for issuance upon exercise of outstanding warrants but not the shares of Class A common stock issuable upon the conversion of the Class B common stock. Shares of Class B common stock are automatically convertible into shares of our Class A common stock at the time of our initial business combination, initially at a

We may issue a substantial number of additional shares of Class A common stock and may issue shares of preferred stock, in order to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue shares of Class A common stock upon conversion of the Class B common stock at a ratio greater than one-tofor-one at the time of our initial business combination as a result of the anti-dilution provisions described herein. However, our amended and restated certificate of incorporation will provide, among other things, that prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (1) receive funds from the trust account or (2) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our amended and restated certificate of incorporation to (x) extend the time we have to consummate a business combination beyond 24 months from the closing of the initial public offering or (y) amend the foregoing provisions. The issuance of additional shares of common or preferred stock:

ratio but subject to adjustment as set forth herein.

one-to-one

at the time of our initial business combination as a result of the anti-dilution provisions described herein. However, our amended and restated certificate of incorporation will provide, among other things, that prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (1) receive funds from the trust account or (2) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our amended and restated certificate of incorporation to (x) extend the time we have to consummate a business combination beyond May 26, 2022 or (y) amend the foregoing provisions. The issuance of additional shares of common or preferred stock:

•

may significantly dilute the equity interest of investors in the initial public offering, which dilution would increase if the anti-dilution provisions in the founder shares resulted in the issuance of shares of Class A common stock on a greater than

one-to-one

basis upon conversion of the founder shares;

•

may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;

•

could cause a change in control if a substantial number of common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

•

may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and

•

may adversely affect prevailing market prices for our units, Class A common stock and/or warrants.

25Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.26 per share, assuming CHP and Accelus make the Maximum Contribution, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

~~Table~~We anticipate that the investigation of ~~Contents~~each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial

~~Resources~~26 could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

~~We anticipate that the investigation of each specific target~~ business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.0026 per share, assuming CHP and Accelus make the Maximum Contribution, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

We may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any stockholders or warrant holders who choose to remain a stockholder or warrant holder following our initial business combination could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value.

The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The departure of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business. The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.

In the event that the proceeds in the trust account are reduced below the lesser of: (1) $10.00 per public share; or (2) such lesser amount per share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our franchise and income taxes, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in certain instances. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public stockholders may be reduced below $10.00 per share.

If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith by paying public stockholders from the trust account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages.

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~~Table~~stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. In addition, our board of ~~Contents~~directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith by paying public stockholders from the trust account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages.

If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the per share amount that would otherwise be received by our public stockholders in connection with our liquidation would be reduced.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

•

restrictions on the nature of our investments; and

•

restrictions on the issuance of securities;

• each of which may make it difficult for us to complete our initial business combination.

• In addition, we may have imposed upon us burdensome requirements, including:

•

registration as an investment company with the SEC;

•

adoption of a specific form of corporate structure; and

•

reporting, record keeping, voting, proxy and disclosure requirements and compliance with other rules and regulations that we are currently not subject to.

We do not believe that our principal activities will subject us to the Investment Company Act. The proceeds held in the trust account may be invested by the trustee only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds investing solely in U.S. treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Because the investment of the proceeds is restricted to these instruments, we believe we meet the requirements for the exemption provided in Rule 3a-1 promulgated under the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to consummate our initial business combination. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

under the Investment Company Act. Because the investment of the proceeds is restricted to these instruments, we believe we meet the requirements for the exemption provided in Rule

3a-1

promulgated under the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to consummate our initial business combination. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, ~~applicable~~ laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.

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~~Table~~applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of ~~Contents~~operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.

Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 24 months from the closing of the initial public offering may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our public shares as soon as reasonably possible following the 24th month from the closing of the initial public offering in the event we do not complete our initial business combination and, therefore, we do not intend to comply with those procedures. Because we do not intend to comply with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, consultants, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 24 months from the closing of the initial public offering is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

notice period during which any third-party claims can be brought against the corporation, a

We may not hold an annual meeting of stockholders until after the consummation of our initial business combination and you will not be entitled to any of the corporate protections provided by such a meeting.90-day

period during which the corporation may reject any claims brought, and an additional

We may not hold an annual meeting of stockholders until after we consummate our initial business combination (unless required by Nasdaq) and thus may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting of stockholders be held for the purposes of electing directors in accordance with a company’s bylaws unless such election is made by written consent in lieu of such a meeting. Therefore, if our stockholders want us to hold an annual meeting prior to our consummation of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL. Additionally, only holders of Class B common stock will have the right to vote on the election of directors and to remove directors prior to our initial business combination.150-day

waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our public shares as soon as reasonably possible following May 26, 2022 in the event we do not complete our initial business combination and, therefore, we do not intend to comply with those procedures. Because we do not intend to comply with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, consultants, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination by May 26, 2022 is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

While we intend to hold an annual meeting of stockholders in connection with our initial business combination, we may not hold an annual meeting of stockholders until after the consummation of our initial business combination and you may not be entitled to any of the corporate protections provided by such a meeting.

We intend to hold an annual meeting of stockholders in connection with our initial business combination, but we may not hold an annual meeting of stockholders until after we consummate our initial business combination (unless required by Nasdaq) and thus may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting of stockholders be held for the purposes of electing directors in accordance with a company’s bylaws unless such election is made by written consent in lieu of such a meeting. Therefore, if our stockholders want us to hold an annual meeting prior to our consummation of our initial business combination,

they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL. Additionally, only holders of Class B common stock will have the right to vote on the election of directors and to remove directors prior to our initial business combination.

We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers or directors which may raise potential conflicts of interest.

In light of the involvement of our sponsor, officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, officers and directors. Our officers and directors also serve as officers and board members for other entities. Such entities may compete with us for business combination opportunities. ~~Our~~In ~~sponsor,~~connection ~~officers~~with ~~and~~the ~~directors~~Extension, ~~are~~our ~~not~~sponsor ~~currently~~and ~~aware~~certain ofindividual ~~any~~CHP ~~specific~~investors ~~opportunities~~entered ~~for~~an usInvestment toAgreement, ~~complete~~dated ~~our~~November 30, ~~initial business~~2021, ~~combination~~ with ~~any~~Accelus ~~entities~~pursuant ~~with~~to which ~~they~~our ~~are~~sponsor ~~affiliated,~~ and ~~there~~such investors have ~~been~~committed noto ~~preliminary~~invest ~~discussions~~in ~~concerning~~certain aconvertible ~~business~~notes ~~combination~~of ~~with~~Accelus ~~any~~and ~~such~~Accelus ~~entity~~has oragreed ~~entities.~~to ~~Although~~use wethe ~~will~~proceeds ~~not~~of besuch ~~specifically~~convertible ~~focusing~~notes ~~on,~~so orissued ~~targeting~~to, ~~any~~ ~~transaction~~among ~~with~~other ~~any affiliated entities~~things, wefund ~~would~~the ~~pursue~~Monthly ~~such~~Contributions ain ~~transaction~~connection ifwith wethe ~~determined that such affiliated entity met our criteria for a business combination and such transaction was approved by a majority of our independent and disinterested directors~~Extension. Despite our agreement to obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm, regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, officers or directors, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our company and our public stockholders as they would be absent any conflicts of interest.

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Since our initial stockholders will lose their entire investment in us if our initial business combination is not completed (other than with respect to any public shares they acquired during or may acquire after the initial public offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

On August 7, 2019, our sponsor purchased 7,187,500 founder shares for an aggregate purchase price of $25,000, or $0.004 per share. On November 21, 2019, we effected a stock dividend of 718,750 shares with respect to our Class B common stock, resulting in our initial stockholders holding an aggregate of 7,906,250 founder shares. The founder shares will be worthless if we do not complete an initial business combination. In October 2019, our sponsor transferred 25,000 founder shares to each of our independent director nominees (for a total of 75,000 founder shares). As a result of the underwriters’ partial exercise of the over-allotment option, 406,250 founder shares were forfeited and a total of 7,500,000 founder shares were outstanding as of December 31, 2019. In addition, simultaneously with the closing of the initial public offering, our sponsor purchased an aggregate of 8,000,000 private placement warrants, each exercisable for one share of our Class A common stock, for a purchase price of $8,000,000 in the aggregate, or $1.00 per warrant, that will also be worthless if we do not complete our initial business combination. Each private placement warrant may be exercised for one share of Class A common stock at a price of $11.50 per share, subject to adjustment as provided herein.

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.

Although we have no commitments as of the date of this Form

~~Although we have no commitments as of the date of this Form~~ 10-K to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to incur substantial debt to complete our initial business combination. We have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to incur substantial debt to complete our initial business combination. We have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

•

default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

•

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

•

our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

•

our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

•

our inability to pay dividends on our common stock;

•

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

•

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

•

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

•

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

We may only be able to complete one business combination with the proceeds of the initial public offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single ~~business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.~~

~~The net proceeds from the initial public offering and the sale of the private placement warrants provided us with $300,000,000 that we may use to complete our initial~~ business ~~combination (~~which ~~includes $10,500,000 of deferred underwriting commissions being held in the trust account). We~~ may ~~effectuate~~have ~~our initial business combination with~~ a ~~single~~limited ~~target~~number ~~business~~of orproducts ~~multiple target businesses simultaneously~~ or ~~within a short period of time~~services. ~~However,~~This we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity our lack of diversification may ~~subject~~ usnegatively toimpact ~~numerous economic, competitive and regulatory risks. Further, we would not be able to diversify~~ our operations orand benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industryprofitability. ~~Accordingly, the prospects for our success may be:~~

We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity our lack of diversification may subject us to numerous economic, competitive and regulatory risks. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:

•

solely dependent upon the performance of a single business, property or asset; or

•

dependent upon the development or market acceptance of a single or limited number of products, processes or services.

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This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.

We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

In pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

We may structure our initial business combination so that the post-transaction company in which our public stockholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares of common stock in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new shares of common stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding shares of common stock subsequent to such transaction. In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s stock than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain our control of the target business.

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We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our stockholders do not agree.

Our amended and restated certificate of incorporation will not provide a specified maximum redemption threshold, except that we will only redeem our public shares so long as, after payment of the deferred underwriting commissions and after such redemptions, will be at least $5,000,001 (a) in the case of our initial business combination, either prior to or upon consummation of such initial business combination, after payment of the deferred underwriting commission or (b) in the case of an amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within 24 months from the closing of the initial public offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, upon such amendment (in each case such that we do not then become subject to the SEC’s “penny stock” rules), or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination. As a result, we may be able to complete our initial business combination even though a substantial majority of our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all shares of common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all shares of common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

business combination activity, upon such amendment (in each case

such that we do not then become subject to the SEC’s “penny stock” rules), or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination. As a result, we may be able to complete our initial business combination even though a substantial majority of our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all shares of common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all shares of common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated certificate of incorporation or governing instruments in a manner that will make it easier for us to complete our initial business combination that some of our stockholders may not support.

In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds, extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination.

Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.

The federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

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Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form

~~Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form~~ 10-K for the year ending December 31, 2020. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such initial business combination.

for the year ending December 31, 2020. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth

company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such initial business combination.

Our ability to successfully effect our initial business combination may be affected by the spread of the novel Coronavirus.

Economic growth and financial conditions in most markets have been negatively impacted by the outbreak and spread of

~~Economic growth and financial conditions in most markets have been negatively impacted by the outbreak and spread of the novel Coronavirus (“~~COVID-19”). Additionally, as a result of COVID-19, there has been a significant increase in market volatility and uncertainty related to market and financing conditions. Our ability to find and evaluate potential target businesses may be negatively impacted by economic effects of COVID-19 and measures taken by governments and businesses to contain the effects of COVID-19. If we identify one or more target businesses, we may be unable to complete an initial business combination with the target business due to poor economic and financial conditions as a result of COVID-19 or containment measures taken by local governments. Moreover, our ability to engage with target businesses and the timeframe associated with a business combination transaction may be negatively impacted by COVID-19 and its related impacts.

Additionally, as a result of

COVID-19,

there has been a significant increase in market volatility and uncertainty related to market and financing conditions. Our ability to find and evaluate potential target businesses may be negatively impacted by economic effects of

COVID-19

and measures taken by governments and businesses to contain the effects of

COVID-19.

If we identify one or more target businesses, we may be unable to complete an initial business combination with the target business due to poor economic and financial conditions as a result of

COVID-19

or containment measures taken by local governments. Moreover, our ability to engage with target businesses and the timeframe associated with a business combination transaction may be negatively impacted by

COVID-19

and its related impacts.

Risks Relating to the Post-Business Combination Company

Subsequent to our completion of our initial business combination, we may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.

Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present with a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-~~down or write-~~off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any stockholders or warrant holders who choose to remain a stockholder or warrant holder following our initial business combination could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value.

assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be

non-cash

items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming

pre-existing

debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any stockholders or warrant holders who choose to remain a stockholder or warrant holder following our initial business combination could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely to have a remedy for such reduction in value.

Our initial stockholders hold a substantial interest in us. As a result, they may exert a substantial influence on actions requiring stockholder vote, potentially in a manner that you do not support.

Our initial stockholders own 20approximately 28.7% of our outstanding common stock and may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments to our amended and restated certificate of incorporation. If our initial stockholders purchase any additional shares of Class A common stock in the market or in privately negotiated transactions, this would increase their control. Our sponsor has no current intention to purchase additional securities, other than as described in the final prospectus filed with the SEC in connection with the initial public offering. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A common stock. In addition, our board of directors, whose members were elected by our sponsor, is and will be divided into three classes, each of which will generally serve for three years with only one class of directors being elected in each year. We may not hold an annual meeting of stockholders to elect new directors prior to the completion of our business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and our initial stockholders, because of their ownership position, will control the outcome, as only holders of Class B common stock will have the right to vote on the election of directors and to remove directors prior to our initial business combination. Accordingly, our initial stockholders will continue to exert control at least until the completion of our business combination.

3234

~~Table~~described in the final prospectus filed with the SEC in connection with the initial public offering. Factors that would be considered in making such additional purchases would include consideration of ~~Contents~~the current trading price of our Class A common stock. In addition, our board of directors, whose members were elected by our sponsor, is and will be divided into three classes, each of which will generally serve for three years with only one class of directors being elected in each year. We may not hold an annual meeting of stockholders to elect new directors prior to the completion of our business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and our initial stockholders, because of their ownership position, will control the outcome, as only holders of Class B common stock will have the right to vote on the election of directors and to remove directors prior to our initial business combination. Accordingly, our initial stockholders will continue to exert control at least until the completion of our business combination.

We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.

Although we believe that the net proceeds of the initial public offering and the sale of the private placement warrants represent sufficient equity capital to allow us to complete our initial business combination, ~~because~~ we ~~have not yet identified any prospective target business we~~ cannot ascertain the capital requirements for any particular transaction. If the net proceeds of the initial public offering and the sale of the private placement warrants prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from stockholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or stockholders is required to provide any financing to us in connection with or after our initial business combination. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless.

Risks Relating to Acquiring and Operating a Business in Foreign Countries

If our management team pursues a company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.

If our management team pursues a company with operations or opportunities outside of the United States for our initial business combination, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign market, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

If we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:

•

costs and difficulties inherent in managing cross-border business operations and complying with commercial and legal requirements of overseas markets;

•

rules and regulations regarding currency redemption;

•

complex corporate withholding taxes on individuals;

•

laws governing the manner in which future business combinations may be effected;

•

tariffs and trade barriers;

•

regulations related to customs and import/export matters;

•

longer payment cycles;

•

changes in local regulations as part of a response to the

COVID-19

outbreak or a significant outbreak of other infectious diseases;

•

tax consequences, such as tax law changes, including termination or reduction of tax and other incentives that the applicable government provides to domestic companies, and variations in tax laws as compared to the United States;

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•

currency fluctuations and exchange controls;

•

rates of inflation;

•

challenges in collecting accounts receivable;

•

cultural and language differences;

•

employment regulations;

•

crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars;

•

deterioration of political relations with the United States;

•

obligatory military service by personnel; and

•

government appropriation of assets.

We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such combination or, if we complete such combination, our operations might suffer, either of which may adversely impact our results of operations and financial condition.

Risks Relating to our Management Team

Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

Our key personnel may be able to remain with the company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business. However, we believe the ability of such individuals to remain with us after the completion of our initial business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. There is no certainty, however, that any of our key personnel will remain with us after the completion of our initial business combination. We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial business combination.

Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers and our Chairman is engaged in other business endeavors for which he may be entitled to substantial compensation and our officers and our Chairman are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors may also serve as officers or board members for other entities. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.

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Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities that are engaged in a similar business.

~~Joseph~~37 Swedish, the Chairman of our Board of Directors, is a party to a non-competition agreement that will limit his ability to serve as an executive officer in a target business and could limit the companies and businesses that we may target for an initial business combination.

~~Joseph~~conflicts ~~Swedish,~~may ~~the~~not ~~Chairman~~be ofresolved in our ~~Board~~favor and a potential target business may be presented to another entity prior to its presentation to us. Our amended and restated certificate of ~~Directors,~~incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is aexpressly ~~party~~offered to ansuch ~~agreement~~person ~~with~~solely ~~Anthem,~~in ~~which~~his ~~contains~~or ~~confidentiality,~~her ~~non-compete~~capacity as a director or officer of our company and ~~non-solicitation~~such ~~provisions~~opportunity ~~that~~is one we are ~~currently~~legally ~~applicable~~and ~~until~~contractually ~~November~~permitted ~~2021~~to undertake and would otherwise be reasonable for us to pursue.

As a result of these obligations, Mr. Swedish does not expect to serve as an executive officer of us or a post initial business combination company and we also do not expect to pursue an initial business combination with a company or business that is a competitor of Anthem, including, without limitation, any company or business engaged in management of network based managed care plans and programs.

It is Mr. Swedish’s and our intention that he observe all requirements of his Anthem covenants, which may limit the companies or businesses that we may target for initial business combination and make us a less attractive buyer to certain target companies and which we expect will limit his role with us and in a post initial business combination company.

Our officers, directors and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy that expressly prohibits our directors, officers or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or officers. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

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business combination activity; and (c) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination by May 26, 2022 (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame); (3) the founder shares are automatically convertible into shares of our Class A common stock at the time of our initial business combination on a

~~Table of Contents~~one-for-one

basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below; (4) the founder shares are entitled to registration rights; and (5) holders of the founder shares will have the right to vote on the election of directors and to remove directors prior to our initial business combination. In addition, our other directors and officers have also entered into the letter agreement, which imposes the same obligations on them with respect to any public shares acquired by them. The personal and financial interests of our sponsor, officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the May 26, 2022 deadline nears, which is the deadline for the completion of our initial business combination.

Affiliates of our sponsor are engaged in an array of investment activities that may in the future create overlap with companies that may be a suitable business combination for us and companies that would make an attractive target for such other affiliates. The founder shares are identical to the shares of common stock included in the units sold in the initial public offering, except that: (1) the founder shares are subject to certain transfer restrictions, as described in more detail below; (2) our initial stockholders have entered into a letter agreement with us, pursuant to which they have agreed to: (a) waive their redemption rights with respect to their founder shares and any public shares held by them in connection with the completion of our initial business combination; (b) waive their redemption rights with respect to their founder shares and any public shares held by them in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination within 24 months from the closing of the initial public offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (c) waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial business combination within 24 months from the closing of the initial public offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame); (3) the founder shares are automatically convertible into shares of our Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below; (4) the founder shares are entitled to registration rights; and (5) holders of the founder shares will have the right to vote on the election of directors and to remove directors prior to our initial business combination. In addition, our other directors and officers have also entered into the letter agreement, which imposes the same obligations on them with respect to any public shares acquired by them.

The personal and financial interests of our sponsor, officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the 24-month deadline following the closing of the initial public offering nears, which is the deadline for the completion of our initial business combination.

If our management following our initial business combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.

Following our initial business combination, any or all of our management could resign from their positions as officers of the Company, and the management of the target business at the time of the business combination could remain in place. Management of the target business may not be familiar with U.S. securities laws. If new management is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

management is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

Risks Relating to our Securities

Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We cannot assure you that our securities will continue to be listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and stock price levels. In general, we must maintain a minimum amount in stockholders’ equity (generally $2,500,000) and a minimum of 300 public holders. Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our stock price would generally be required to be at least $4 per share, our stockholders’ equity would generally be required to be at least $5 million and we would be required to have a minimum of 300 round lot holders of our unrestricted securities (with at least 50% of such

We cannot assure you that our securities will continue to be listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and stock price levels. In general, we must maintain a minimum amount in stockholders’ equity (generally $2,500,000) and a minimum of 300 public holders. Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our stock price would generally be required to be at least $4 per share, our stockholders’ equity would generally be required to be at least $5 million and we would be required to have a minimum of 300 round ~~lot holders of our unrestricted securities (with at least 50% of such round~~-lot ~~holders holding unrestricted securities with a market value of at least $2,500). We cannot assure you that we will be able to meet those initial listing requirements at that time.~~

holders holding unrestricted securities with a market value of at least $2,500). We cannot assure you that we will be able to meet those initial listing requirements at that time.

If Nasdaq delists any of our securities from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter ~~market. If this were to occur, we could face significant material adverse consequences, including:~~

market. If this were to occur, we could face significant material adverse consequences, including:

•

a limited availability of market quotations for our securities;

•

reduced liquidity for our securities;

•

a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

•

a limited amount of news and analyst coverage; and

•

a decreased ability to issue additional securities or obtain additional financing in the future.

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The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our units, Class A common stock and warrants are listed on Nasdaq, our units, Class A common stock and warrants qualify as covered securities under such statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject to regulation in each state in which we offer our securities.

We are not registering the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a “cashless basis” and potentially causing such warrants to expire worthless.

We are not registering the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed, as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, to use our best efforts to file, and within 60 business days following our initial business combination have declared effective, a registration statement under the Securities Act covering the issuance of such shares and maintain a current prospectus relating to the Class A common stock issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder or an exemption from registration is available. Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of Class A common stock included in the units. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the warrants included as part of units sold in the initial public offering. In such an instance, our sponsor and its permitted transferees (which may include our directors and executive officers) would be able to exercise their warrants and sell the common stock underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying common stock. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying shares of Class A common stock for sale under all applicable state securities laws. As a result, we may redeem the warrants even if the holders are otherwise unable to exercise the warrants.

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The grant of registration rights to our initial stockholders and their permitted transferees may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A common stock.

Pursuant to an agreement entered into in connection with the initial public offering, our initial stockholders and their permitted transferees can demand that we register the resale of their founder shares after those shares convert to shares of our Class A common stock at the time of our initial business combination. In addition, our sponsor and its permitted transferees can demand that we register the resale of the private placement warrants and the shares of ~~Class~~ Class A common stock issuable upon exercise of the private placement warrants, and holders of warrants that may be issued upon conversion of working capital loans may demand that we register the resale of such warrants or the Class A common stock issuable upon exercise of such warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A common stock. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to complete. This is because the stockholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A common stock that is expected when the common stock owned by our initial stockholders or their permitted transferees, the private placement warrants owned by our sponsor or warrants issued in connection with working capital loans are registered for resale.

~~Certain~~40 provisions of our amended and restated certificate of incorporation that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of 65% of our common stock, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated certificate of incorporation to facilitate the completion of an initial business combination that some of our stockholders may not support.

~~Some~~warrants ~~other~~that ~~blank~~may ~~check~~be ~~companies~~issued ~~have~~upon aconversion ~~provision in their charter which prohibits the amendment~~ of ~~certain~~working ofcapital ~~its~~loans ~~provisions,~~may ~~including~~demand ~~those~~that ~~which~~we ~~relate~~register tothe aresale ~~company’s pre-business combination activity, without approval by holders~~ of asuch ~~certain~~warrants ~~percentage~~or of the ~~company’s~~Class A ~~stockholders.~~common Instock ~~those~~issuable ~~companies,~~upon ~~amendment~~exercise of ~~these~~such ~~provisions~~warrants. ~~typically~~We ~~requires~~will ~~approval~~bear bythe ~~holders~~cost ~~holding between 90% and 100%~~ of ~~the~~registering ~~company’s~~these ~~public shares~~securities. ~~Our~~The ~~amended~~registration and ~~restated certificate~~availability of ~~incorporation~~such ~~provides~~a ~~that~~significant ~~any~~number of ~~its~~securities ~~provisions~~for ~~related~~trading toin ~~pre-business combination activity (including~~ the ~~requirement to deposit proceeds of the initial~~ public ~~offering~~market ~~and~~may ~~the~~have ~~private~~an ~~placement~~adverse ~~warrants~~effect ~~into~~on the ~~trust~~market ~~account~~price ~~and not release such amounts except in specified circumstances) may be amended if approved by holders~~ of ~~at least 65% of~~ our Class A common stock. ~~who~~In ~~attend and vote in a stockholder meeting~~addition, ~~and~~the ~~corresponding~~existence ~~provisions~~ of the ~~trust~~registration ~~agreement~~rights ~~governing~~may ~~the release~~make ~~of funds from~~ our ~~trust~~initial ~~account~~business ~~may~~combination bemore ~~amended~~costly ifor ~~approved~~difficult byto ~~holders~~complete. ofThis ~~65%~~is ofbecause ~~our~~the ~~common~~stockholders ~~stock. Additionally, only holders~~ of ~~Class~~the Btarget ~~common~~business ~~stock~~may ~~will~~increase ~~have~~ the ~~right~~equity tostake ~~vote~~they onseek in the ~~election~~combined ofentity ~~directors~~or ~~and~~ask tofor ~~remove~~more ~~directors~~cash ~~prior~~consideration to ~~our initial~~offset ~~business~~the ~~combination,~~negative ~~and~~impact ~~such~~on ~~rights may only be amended by a resolution passed by~~ the ~~holders~~market ofprice ~~a majority~~ of our Class A B common stock. ~~In all other instances, our amended and restated certificate of incorporation provides~~ that itis ~~may~~expected ~~be amended~~when bythe ~~holders of a majority of our~~ common stock, ~~subject~~owned toby ~~applicable~~our ~~provisions of the DGCL or applicable stock exchange rules. Our~~ initial stockholders, ~~who~~or ~~beneficially~~their ~~own~~permitted ~~20% of our common stock~~transferees, ~~may~~the ~~participate~~private inplacement ~~any~~warrants ~~vote~~owned toby ~~amend~~ our ~~amended~~ ~~and~~sponsor ~~restated certificate of incorporation and/~~or ~~trust~~warrants ~~agreement~~issued ~~and will have the discretion to vote~~ in ~~any~~connection manner they choose. As a result, we may be able to amend the provisions of our amended and restated certificate of incorporation which will govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete our initial business combination with ~~which~~working ~~you~~capital doloans ~~not~~are ~~agree.~~registered ~~Our stockholders may pursue remedies against us~~ for ~~any breach of our amended and restated certificate of incorporation~~resale.

Certain provisions of our amended and restated certificate of incorporation that relate to our

Our sponsor, officers and directors have agreed, pursuant to a written agreement, that they will not propose any amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the initial public offering or (B) with respect to any other provision relating to stockholders’ rights or pre-~~initial~~ business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, divided by the number of then outstanding public shares. These agreements are contained in a letter agreement that we have entered into with our sponsor, officers and directors. Our stockholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, officers or directors for any breach of these agreements. As a result, in the event of a breach, our stockholders would need to pursue a stockholder derivative action, subject to applicable law.

combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of 65% of our common stock, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated certificate of incorporation to facilitate the completion of an initial business combination that some of our stockholders may not support.

Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s

38pre-business

combination activity, without approval by holders of a certain percentage of the company’s stockholders. In those companies, amendment of these provisions typically requires approval by holders holding between 90% and 100% of the company’s public shares. Our amended and restated certificate of incorporation provides that any of its provisions related to

~~Table of Contents~~pre-business

combination activity (including the requirement to deposit proceeds of the initial public offering and the private placement warrants into the trust account and not release such amounts except in specified circumstances) may be amended if approved by holders of at least 65% of our common stock who attend and vote in a stockholder meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock. Additionally, only holders of Class B common stock will have the right to vote on the election of directors and to remove directors prior to our initial business combination, and such rights may only be amended by a resolution passed by the holders of a majority of our Class B common stock. In all other instances, our amended and restated certificate of incorporation provides that it may be amended by holders of a majority of our common stock, subject to applicable provisions of the DGCL or applicable stock exchange rules. Our initial stockholders, who beneficially own approximately 28.7% of our common stock, may participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated certificate of incorporation which will govern our

pre-business

combination behavior more easily than some other blank check companies, and this may increase our ability to complete our initial business combination with which you do not agree. Our stockholders may pursue remedies against us for any breach of our amended and restated certificate of incorporation.

pre-initial

business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the trust account, divided by the number of then outstanding public shares. These agreements are contained in a letter agreement that we have entered into with our sponsor, officers and directors. Our stockholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies

against our sponsor, officers or directors for any breach of these agreements. As a result, in the event of a breach, our stockholders would need to pursue a stockholder derivative action, subject to applicable law.

We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the warrants could be converted into cash or stock, the exercise period could be shortened and the number of shares of our Class A common stock purchasable upon exercise of a warrant could be decreased, all without your approval.

Our warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock, shorten the exercise period or decrease the number of shares of our common stock purchasable upon exercise of a warrant.

A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.

Unlike most blank check companies, if we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the “newly issued price”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the newly issued price. This may make it more difficult for us to consummate an initial business combination with a target business.

Because each unit contains

~~Because each unit contains~~ one-half ~~of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.~~

of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.

Each unit contains

~~Each unit contains~~ one-half of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole warrants will trade. This is different from other offerings similar to ours whose units include one share of Class A common stock and one warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for half of the number of shares compared to units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if they included a warrant to purchase one whole share.

of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole warrants will trade. This is different from other offerings similar to ours whose units include one share of Class A common stock and one warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for half of the number of shares compared to units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if they included a warrant to purchase one whole share.

An active trading market for our securities may not develop, which would adversely affect the liquidity and price of our securities.

The price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described above) for any 20 trading ~~days within a 30 trading~~-day period ending on the third trading day prior to the date we send the notice of redemption to the warrant holders. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you to: (1) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so (2) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (3) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees.

period ending on the third trading day prior to the date we send the notice of redemption to the warrant holders. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you to: (1) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so (2) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (3) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees.

In addition, we may redeem your warrants after they become exercisable for $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants prior to redemption for a number of Class A common stock determined based on the redemption date and the fair market value of our Class A common stock. Any such redemption may have similar consequences to a cash redemption described above. In addition, such redemption may occur at a time when the warrants are

39“out-of-the-money,”

in which case you would lose any potential embedded value

~~Table~~from a subsequent increase in the value of ~~Contents~~the Class A common stock had your warrants remained outstanding.

Our warrants and founder shares may have an adverse effect on the market price of our Class A common stock and make it more difficult to effectuate our initial business combination.

We issued warrants to purchase 15,000,000 shares of our Class A common stock, at a price of $11.50 per whole share, as part of the units offered in the initial public offering and, simultaneously with the closing of the initial offering, we issued in a private placement an aggregate of 8,000,000 private placement warrants, each exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as provided herein. Our initial stockholders currently hold 7,500,000 founder shares. The founder shares are convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment as set forth herein. In addition, if our sponsor, an affiliate of our sponsor or certain of our officers and directors make any working capital loans, up to $1,500,000 of such loans may be converted into warrants, at the price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. To the extent we issue shares of Class A common stock to effectuate a business transaction, the potential for the issuance of a substantial number of additional shares of Class A common stock upon exercise of these warrants or conversion rights could make us a less attractive acquisition vehicle to a target business. Any such issuance will increase the number of outstanding shares of our Class A common stock and reduce the value of the Class A common stock issued to complete the business transaction. Therefore, our warrants and founder shares may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business.

basis, subject to adjustment as set forth herein. In addition, if our sponsor, an affiliate of our sponsor or certain of our officers and directors make any working capital loans, up to $1,500,000 of such loans may be converted into warrants, at the price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. To the extent we issue shares of Class A common stock to effectuate a business transaction, the potential for the issuance of a substantial number of additional shares of Class A common stock upon exercise of these warrants or conversion rights could make us a less attractive acquisition vehicle to a target business. Any such issuance will increase the number of outstanding shares of our Class A common stock and reduce the value of the Class A common stock issued to complete the business transaction. Therefore, our warrants and founder shares may make it more difficult to effectuate a business combination or increase the cost of acquiring the target business.

The private placement warrants are identical to the warrants sold as part of the units in the initial public offering except that, so long as they are held by our sponsor or its permitted transferees: (1) they will not be redeemable by us (except in certain circumstances); (2) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the shares of common stock issuable upon exercise of these warrants) are entitled to registration rights. The private placement warrants will not vote on any amendments to the warrant agreement.

General Risks Factors

We have identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As described elsewhere in this Annual Report, we identified a material weakness in our internal control over financial reporting related to the Company’s accounting and reporting of complex financial instruments. As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2021. This resulted in a restatement of our (i) audited balance sheet as of November 26, 2019, as previously restated in our Annual Report on Form

10-K

Amendment No. 1 for the year ended December 31, 2020, originally filed with the SEC on July 1, 2021 (“Amendment No. 1”), (ii) audited financial statements as of December 31, 2019 and for the period from July 31, 2019 (inception) through December 31, 2019, as previously restated in Amendment No. 1; (iii) unaudited interim financial statements as of and for the quarterly period ended March 31, 2020, as previously restated in the Amendment No. 1, (iv) unaudited interim financial statements as of and for the three and six months ended June 30, 2020, as previously restated in the Amendment No. 1, (v) unaudited interim financial statements as of and for the three and nine months ended September 30, 2020, as previously restated in the Amendment No. 1, (vi) audited financial statements as of December 31, 2020, as previously restated in the Amendment No. 1; (vii) unaudited interim financial statements as of and for the quarterly period ended March 31, 2021 included in the Company’s Quarterly Report on Form

10-Q

for the quarterly period ended March 31, 2021, filed with the SEC on August 9, 2021; and (viii) unaudited interim financial statements as of and for the three and six months ended June 30, 2021 included in the Company’s Quarterly Report on Form

10-Q

for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021.

To respond to this material weakness, we plan to increase communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. However, the elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. For a discussion of management’s consideration of the material weakness identified related to our accounting and reporting of complex financial instruments, see Part II, Item 9A: Controls and Procedures included in this Annual Report.

Any failure to maintain such internal control could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our business. Failure to timely file will cause us to be ineligible to utilize short form registration statements on Form

S-3

or Form

S-4,

even if otherwise available to us, which may impair our ability to obtain capital in a timely fashion to execute our business strategies or issue shares to effect an acquisition. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

Our warrants are required to be accounted for as liabilities rather than as equity and such requirement resulted in a restatement of our previously issued financial statements.

On April 12, 2021, the staff of the SEC issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Statement”). In the Statement, the SEC staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Since issuance, our warrants were accounted for as equity within our balance sheet, and after discussion and evaluation, including with our independent auditors, we have concluded that our warrants should be presented as liabilities with subsequent fair value remeasurement. Therefore we conducted a valuation of our warrants and restated our previously issued financial statements, which resulted in unanticipated costs and diversion of management resources and may result in potential loss of investor confidence. Although we have now completed the restatement, we cannot guarantee that we will have no further inquiries from the SEC or Nasdaq regarding our restated financial statements or matters relating thereto.

Any future inquiries from the SEC or Nasdaq as a result of the restatement of our historical financial statements will, regardless of the outcome, likely consume a significant amount of our resources in addition to those resources already consumed in connection with the restatement itself.

The restatement of our financial statements in July 2021 has subjected us to additional risks, uncertainties, and costs, including increased professional costs and the increased possibility of legal proceedings.

As a result of the restatement of our financial statements, we have become subject to additional risks, uncertainties and costs, including, among others, increased professional fees and expenses and time commitment that was and may continue to be required to address matters related to the restatement, and scrutiny of the SEC and other regulatory bodies which could cause investors to lose confidence in our reported financial information and could subject us to civil or criminal penalties or stockholder litigation. We could face monetary judgments, penalties or other sanctions that could have a material adverse effect on our business, financial condition and results of operations and could cause our stock price to decline.

Our warrants are accounted for as a warrant liability and are recorded at fair value upon issuance with changes in fair value each period to be reported in earnings, which may have an adverse effect on the market price of our Class A common stock. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly based on factors which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize

non-cash

gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material.

Following the restatement of our historical financial statements, we account for our warrants as a warrant liability recorded at fair value upon issuance with any changes in fair value each period reported in earnings based upon a valuation report obtained from its independent third party valuation firm. The impact of changes in fair value on earnings may have an adverse effect on the market price of our Class A common stock.

Our proximity to our liquidation date expresses substantial doubt about our ability to continue as a “going concern.”

In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of

Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 26, 2022. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

We are a recently formed company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.

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As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the valuations of business combination targets and the cost of our initial business combination, and could even result in our inability to find a target or to consummate an initial business combination.

In recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an initial business combination, and there are still many special purpose acquisition companies seeking targets for their initial business combination, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify a suitable target and to consummate an initial business combination.

In addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether.

Past performance by Concord and our management team may not be indicative of future performance of an investment in us.

Information regarding performance by, or businesses associated with, Concord and our management team is presented for informational purposes only. Any past experience and performance of Concord or our management team is not a guarantee either: (1) that we will be able to successfully identify a suitable candidate for our initial business combination; or (2) of any results with respect to any initial business combination we may consummate. You should not rely on the historical record of Concord or our management team’s performance as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. An investment in us is not an investment in Concord. None of our sponsor, officers, directors or Concord has had experience with a blank check company or special purpose acquisition company in the past.

Concord’s financial position could change, negatively impacting its role in helping us complete our initial business combination.

Concord’s financial position could be negatively impacted due to a variety of factors. From time to time, Concord may be a party to lawsuits, which if resolved in an unfavorable manner for Concord, could have a material impact on Concord’s financial position. To the extent Concord’s financial position is less stable, it may have difficulty retaining certain key investment professionals, which could negatively impact Concord’s ability to help us consummate our initial business combination.

material impact on Concord’s financial position. To the extent Concord’s financial position is less stable, it may have difficulty retaining certain key investment professionals, which could negatively impact Concord’s ability to help us consummate our initial business combination.

We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and, if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our common stock held by non-affiliates exceeds $700 million as of the end of any second quarter of a fiscal year, in which case we would no longer be an emerging growth company as of the end of such fiscal year. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

exceeds $700 million as of the end of any second quarter of a fiscal year, in which case we would no longer be an emerging growth company as of the end of such fiscal year. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

41non-emerging

growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation

~~Table of Contents~~S-K.

Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of that fiscal year’s second fiscal quarter, and (2) our annual revenues exceeded $100 million during such completed fiscal year or the market value of our common stock held by non-affiliates exceeds $700 million as of the end of that fiscal year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

exceeds $250 million as of the end of that fiscal year’s second fiscal quarter, and (2) our annual revenues exceeded $100 million during such completed fiscal year or the market value of our common stock held by

non-affiliates

exceeds $700 million as of the end of that fiscal year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A common stock and could entrench management.

Our amended and restated certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with our company or our company’s directors, officers or other employees.

Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (1) derivative action or proceeding brought on behalf of our company, (2) action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of our company to our company or our stockholders, or any claim for aiding and abetting any such alleged breach, (3) action asserting a claim against our company or any director or officer of our company arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or our bylaws, or (4) action asserting a claim against us or any director or officer of our company governed by the internal affairs doctrine except for, as to each of (1) through (4) above, any claim (a) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (b) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (c) arising under the federal securities laws, including the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall concurrently be the sole and exclusive forums. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America shall be the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have notice of and to have consented to the forum provisions in our amended and restated certificate of incorporation. If any action the subject matter of which is within the scope the forum provisions is filed in a court other than a court located within the State of Delaware (a “foreign action”) in the name of any stockholder, such stockholder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such stockholder in any such enforcement action by service upon such stockholder’s counsel in the foreign action as agent for such stockholder.

This

42choice-of-forum

provision may make it more costly for a stockholder to bring a claim, and it may also limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company or its directors, officers or other employees, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our amended and restated certificate of incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

~~Table~~48 ~~of Contents~~

This choice-of-forum provision may make it more costly for a stockholder to bring a claim, and it may also limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company or its directors, officers or other employees, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our amended and restated certificate of incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

Data privacy and security breaches, including, but not limited to, those resulting from cyber incidents or attacks, acts of vandalism or theft, computer viruses and/or misplaced or lost data, could result in information theft, data corruption, operational disruption, reputational harm, criminal liability and/or financial loss.

We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or privacy and security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information, and sensitive or confidential data, including certain health information protected under the Health Insurance Portability and Accountability Act of 1996, or HIPAA, and other laws. As an early stage company without significant investments in data privacy or security protection, we may not be sufficiently protected against such occurrences and therefore could be liable for privacy and security breaches, including potentially those caused by any of our subcontractors. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents or other incidents that result in a privacy or security breach. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to reputational harm, criminal liability and/or financial loss.

Item 1B1.B. Unresolved Staff Comments

None.

Item 2.

Properties

We currently maintain our executive offices at 25 Deforest Avenue, Suite 108, Summit, NJ 07907 and our telephone number is (212)

~~We currently maintain our executive offices at 25 Deforest Avenue, Suite 108, Summit, NJ 07907 and our telephone number is (212)~~ 508-7090. The cost for this space is included in the $10,000 per month fee that we will pay an affiliate of our sponsor for office space, utilities, administrative and support services for up to 24 months from the closing of our initial public offering. We consider our current office space adequate for our current operations.

The cost for this space is included in the $10,000 per month fee that we will pay an affiliate of our sponsor for office space, utilities, administrative and support services until the earlier of the consummation of our initial business combination or our liquidation. We consider our current office space adequate for our current operations.

Item 3.

Legal Proceedings

None.

Item 4.

Mine Safety Disclosures

Not applicable.

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PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuers Purchases of Equity Securities

Market Information

Our units, Class A common stock and warrants are traded on Nasdaq under the symbols “CHPMU,” “CHPM” and “CHPMW,” respectively.

Holders

As of March 30 17, ~~2021~~2022, there was 1 holder of record of our units, 1 holder of record of shares of our Class A common stock, 4 holders of record of shares of our Class B common stock and 2 holders of record of our warrants.

Dividends

We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offering

On November 26, 2019, the Company consummated our initial public offering of 30,000,000 units, which included the partial exercise by the underwriters of their over-allotment option in the amount of 2,500,000 Units, at $10.00 per unit, generating gross proceeds of $300,000,000.

Simultaneously with the closing of the initial public offering, the Company consummated the sale of 8,000,000 warrants at a price of $1.00 per private placement warrant in a private placement to our sponsor, generating gross proceeds of $8,000,000. Each private placement warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment.

A portion of the proceeds from the private placement warrants was added to the proceeds from the initial public offering held in the ~~trust~~Trust ~~account~~Account. If the Company does not complete a business combination ~~within~~by 24May 26, ~~months from the closing of the initial public offering~~2022, the proceeds from the sale of the private placement warrants held in the ~~trust~~Trust ~~account~~Account will be used to fund the redemption of the public shares (subject to the requirements of applicable law), and the private placement warrants will expire worthless.

There has been no material change in the planned use of proceeds from such use as described in the Company’s final prospectus dated November 26, 2019.

44Item 6. [Reserved]

Table of Contents

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form

10-K.

Overview

We are a blank check company formed under the laws of the State of Delaware on July 31, 2019 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more target businesses. We intend to effectuate our Business Combination using cash from the proceeds of our initial public offering and the sale of the Private placement warrants that occurred simultaneously with the completion of our initial public offering, our capital stock, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Business Combination Agreement

On November 15, 2021, the Company announced a proposed business combination (the “Business Combination”) between CHP and Integrity Implants Inc. d/b/a Accelus. The Company issued a press release announcing the execution of the Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, Accelerate Merger Sub, Inc., a wholly-owned subsidiary of the Company, and Accelus. The Business Combination was unanimously approved by CHP’s board of directors on November 14, 2021, and the Business Combination Agreement was signed on November 15, 2021.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities through December 31, 2021 were organizational activities, those necessary to prepare for the initial public offering, described below, and identifying a target company for our initial Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We generate

We have neither engaged in any operations nor generated any revenues to date. Our only activities through December 31, 2020 were organizational activities, those necessary to prepare for the initial public offering, described below, and identifying a target company for our initial Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination at the earliest. We generate non-operating income in the form of interest income on marketable securities held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing our initial Business Combination.

income in the form of interest income on marketable securities held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing our initial Business Combination.

For the year ended December 31, ~~2020~~2021, we had a net income of $~~959~~22,~~913~~219,073, which consists of interest earned on ~~marketable~~investments ~~securities~~ held in the trust account of $168,~~986,435,~~694 ~~offset~~and bychanges ~~operating~~in ~~costs~~fair value of warrant liability of $~~651~~25,~~434~~755,833, ~~and~~offset ~~a provision~~by ~~for~~operating ~~income~~costs ~~taxes~~ of $~~375~~3,~~088~~605,454.

For the ~~period~~year ~~from~~ended ~~July 31, 2019 (inception) through~~ December 31, ~~2019~~2020, we had a net ~~income~~loss of $~~184~~24,~~511~~470,087, which consists of interest earned on ~~marketable~~investments ~~securities~~ held in the trust account of $~~427~~1,~~494~~986,435, offset by changes in fair value of warrant liability of $25,430,000, operating costs of $~~170~~651,~~940~~434 and a provision for income taxes of $72375,~~043~~088.

Liquidity and Capital Resources

On November 26, 2019, we consummated the initial public offering of 30,000,000 Units, which included the partial exercise by the underwriters of the over-allotment option to purchase an additional 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $300,000,000. Simultaneously with the closing of the initial public offering, we consummated the sale of 8,000,000 Private placement warrants to our Sponsor at a price of $1.00 per warrant, generating gross proceeds of $8,000,000.

Following the initial public offering, the exercise of the over-allotment option and the sale of the Private placement warrants, a total of $300,000,000 was placed in the trust account. We incurred $17,070,862 in transaction costs, including $6,000,000 of underwriting fees, $10,500,000 of deferred underwriting fees and $570,862 of other offering costs.

For the year ended December 31, 2021, cash used in operating activities was $1,769,146. Net income of $22,219,073 was affected by interest earned on investments held in the trust account of $68,694, the

~~For the year ended December 31, 2020,~~ non-cash used in operating activities was $781,796. Net income of $959,913 was affected by interest earned on marketable securities held in the trust account of $1,986,435 and changes in operating assets and liabilities, which provided $244,726 of cash from operating activities.

charge for the change in fair value of warrant liability of $25,755,833. Changes in operating assets and liabilities provided $1,836,308 of cash from operating activities.

45For the year ended December 31, 2020, cash used in operating activities was $781,796. Net loss of $24,470,087 was affected by interest earned on investments held in the trust account of $1,986,435, change in fair value of warrant liabilities of $25,430,000 and changes in operating assets and liabilities, which provided $244,726 of cash from operating activities.

~~Table~~51 ~~of Contents~~

~~For~~As ~~the~~of ~~period from July~~ December 31, ~~2019~~2021, ~~(inception)~~we ~~through~~had ~~December~~cash ~~31,~~and ~~2019,~~investments ~~cash~~held ~~used~~ in ~~operating~~trust ~~activities~~of ~~was~~ $~~152~~188,~~531.~~391,090 ~~Net~~comprised ~~income~~ of ~~$184~~money market funds,~~511~~ ~~was~~which ~~affected~~are byinvested ~~interest~~in U.S. Treasury Securities. Interest earned on ~~marketable~~the ~~securities~~balance ~~held~~ in the ~~trust account~~Trust ofAccount ~~$427,494~~may ~~and~~be ~~changes~~used inby ~~operating~~us ~~assets~~to pay taxes. During the year ended December 31, 2021 and ~~liabilities~~2020, ~~which~~the ~~provided~~Company withdrew $90728,~~452~~515 and $84,434, respectively, of ~~cash~~interest income from ~~operating~~the ~~activities~~Trust Account to pay its income and franchise taxes.

~~As of December 31, 2020, we had cash and marketable securities held in the trust account of $302,329,495.~~ We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less taxes payable and deferred underwriting commissions) to complete our initial Business Combination. ~~We may withdraw interest to pay taxes.~~ To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. ~~During the year ended December 31, 2020, we withdrew $84,434 of interest income from the trust account to pay our franchise taxes.~~

As of December 31, ~~2020~~2021, we had $~~604~~98,~~245~~614 of cash held outside of the trust account. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with our initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants identical to the Private placement warrants, at a price of $1.00 per warrant at the option of the lender. As ~~of December 31, 2020, there were no amounts outstanding.~~

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking

in-depth

due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Going Concern

In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”)

~~We have until November 26~~2014-15, 2021 to consummate a Business Combination. It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after November 26, 2021.

“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to raise additional funds to alleviate liquidity needs, obtain approval for an extension of the deadline or complete a Business Combination by May 26, 2022, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 26, 2022. The Company intends to complete a Business Combination before the mandatory liquidation date or obtain approval for an extension.

Off-balance ~~Sheet Financing Arrangements~~

Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered

~~We have no obligations, assets or liabilities, which would be considered~~ off-balance sheet arrangements as of December 31, 2020. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

sheet arrangements as of December 31, 2021. We do not participate in transactions that create relationships with unconsolidated entities or

financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating

off-balance

sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any

non-financial

assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of our Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support to the Company. We began incurring these fees on November 21, 2019 and will continue to incur these fees monthly until the earlier of the completion of our initial Business Combination and the Company’s liquidation.

Table of Contents

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,500,000 in the aggregate. The deferred fee will be forfeited by the underwriters solely in the event that we fail to complete our initial Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Warrant Liability

We account for the Warrants in accordance with the guidance contained in ASC

815-40

under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to

re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. The measurement of the Private Warrants for periods subsequent to the initial measurement were valued using a binomial lattice model.

Class A Common Stock Subject to Possible Redemption

We account for our Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our Class A common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ ~~equity~~deficit section of our condensed balance sheets.

Net Income (Loss) Per Common Share

We ~~apply~~have ~~the~~ two~~-class~~ ~~method~~classes inof ~~calculating~~stock, ~~earnings~~which ~~per~~are ~~common~~referred ~~share.~~to ~~Net~~as ~~income~~Class A ~~per~~ common ~~share,~~stock ~~basic~~ and ~~diluted for~~ Class B ~~A redeemable~~ common stock. isIncome ~~calculated~~and bylosses ~~dividing~~are ~~the~~shared ~~interest~~pro ~~income~~rata ~~earned~~between on the ~~trust~~ ~~account,~~two ~~net~~classes of ~~applicable franchise and income taxes, by the weighted average number of Class A redeemable common~~ stock ~~outstanding for the periods~~. Net ~~loss~~income per common share, basic and diluted for Class B non-redeemable common stock is calculated by dividing the net income, less income attributable to Class A redeemable common stock, by the weighted average number of Class B non-redeemable common stock outstanding for the periods presented.

diluted for Class A redeemable common stock is calculated by dividing the interest income earned on the trust account, net of applicable franchise and income taxes, by the weighted average number of Class A redeemable common stock outstanding for the period. Net loss per common share, basic and diluted for Class B

non-redeemable

common stock is calculated by dividing the net income, less income attributable to Class A redeemable common stock, by the weighted average number of Class B

non-redeemable

common stock outstanding for the period presented.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

~~Management does not believe that any recently issued~~2020-06, ~~but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.~~

Debt — Debt with Conversion and Other Options (Subtopic

47470-20)

and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic

~~Table of Contents~~815-40)

(“ASU

~~Item 7A. Quantitative and Qualitative Disclosures About Market Risk~~2020-06”)

to simplify accounting for certain financial instruments. ASU

~~As of December 31,~~ 2020, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 180 days or less or in certain money market funds that invest solely in US treasuries. Due to the short-~~term nature of these investments, we believe there will be no associated material exposure to interest rate risk.~~06

eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU

2020-06

amends the diluted earnings per share guidance, including the requirement to use the

if-converted

method for all convertible instruments. ASU

2020-06

is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. We are currently assessing the impact, if any, that ASU

2020-06

would have on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

Item 7.A.

Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 8.

Consolidated Financial Statements and Supplementary Data

This information appears following Item 15 of this Report and is included herein by reference.

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A9.A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls ~~and procedures~~ are ~~controls and other~~ procedures that are designed towith ~~ensure~~the objective of ensuring that information required to be disclosed in our reports filed ~~or submitted~~ under the Exchange Act is recorded, processed, summarized, and reported within the time ~~periods~~period specified in the SEC’s rules and forms. Disclosure controls ~~and~~are ~~procedures~~also ~~include,~~designed ~~without~~with ~~limitation,~~the ~~controls~~objective ~~and~~of ~~procedures~~ensuring ~~designed to ensure~~ that such information ~~required to be disclosed in company reports filed or submitted under the Exchange Act~~ is accumulated and communicated to our management, including ~~our~~the ~~Chief~~chief ~~Executive~~executive ~~Officer~~officer and ~~Chief~~chief ~~Financial~~financial ~~Officer~~officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules

~~As required by Rules~~ 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2020. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

and

~~Management’s Annual Report on Internal Control over Financial Reporting~~15d-15

under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2021. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules

~~As required by SEC rules and regulations implementing Section 404 of the Sarbanes~~13a-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:15(e)

and

15d-15(e)

under the Exchange Act) were not effective, due solely to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP. Accordingly, management believes that the financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Management has identified a material weakness in internal controls related to the accounting for complex financial instruments. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

Management’s Report on Internal Controls Over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

(1)	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, ~~2020~~2021. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we ~~maintained~~did not maintain effective internal control over financial reporting as of December 31, ~~2020~~2021.

48Management has implemented remediation steps to improve our internal control over financial reporting. Specifically, we expanded and improved our review process for complex securities and related accounting standards. We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

This Annual Report on Form

~~Table of Contents~~10-K

does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

~~This~~55 Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

~~There~~Other than as described above, there were no changes in our internal control over financial reporting ~~(as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act)~~ during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B9.B. Other Information

None.

49Item 9.C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

~~Table~~Not ofapplicable. ~~Contents~~

PART III

Item 10.

Directors, Executive Officers, and Corporate Governance

Officers and Directors

Name	Age	Title
Joseph R. Swedish	6970	Chairman
James T. Olsen	4950	Chief Executive Officer and Director
Benson Jose	4142	Chief Financial Officer
James A. Deal	7072	Director
Ken Goulet	6162	Director
Jack Krouskup	7172	Director

Our directors and executive officers are as follows:

Joseph R. Swedish has served as our Chairman since inception. Mr. Swedish is a Co-Founder and Partner at Concord and a member of Concord’s Investment Committee. He also serves as a senior advisor to Anthem, Inc., a leading health benefits provider, where he previously served as executive Chairman from late 2017 to his retirement in May 2018. Before that, Mr. Swedish was Chief Executive Officer of Anthem from 2013 until late 2017 and Chairman of the company’s board from 2015 until 2018. Prior to joining Anthem, he was the division president of Hospital Corporation of America from 1993 to 1998, President and Chief Executive Officer of Centura Health from 1999 to 2004 and then served as President and Chief Executive Officer of Trinity Health Corporation from 2004 to 2013. Mr. Swedish serves on the board of directors for IBM Corporation, CDW, Proteus Digital Health, Mesoblast Limited (chairman), and Centrexion Therapeutics. He is a member and the former chairman of Duke University’s Fuqua School of Business Board of Visitors. Previously, Mr. Swedish served as board chairman of America’s Health Insurance Plans (AHIP), and chairman of the board, Catholic Health Association. He has also held board and advisory positions with American Hospital Association, Coventry Health Care, Inc., RehabCare Group, Inc., BankFIRST, Cross Country, Inc., National Quality Forum, American Hospital Association’s Institute for Diversity in Healthcare Management, and Loyola University Chicago. Mr. Swedish holds a bachelor’s degree from the University of North Carolina at Charlotte and an M.S. in Health Administration from Duke University. We believe Mr. Swedish’s experience leading companies in the healthcare industry and public company board membership make him well qualified to serve as a member of our board of directors.

has served as our Chairman since inception. Mr. Swedish is a

James T. Olsen has served as our Chief Executive Officer and a Director since inception. Mr. Olsen is the Founder & Managing Partner of Concord and a member of Concord’s Investment Committee. Mr. Olsen has over 24 years of experience in healthcare investment banking and investment advisory services. Prior to founding Concord in 2017, Mr. Olsen was Managing Director & Head of NotCo-for-Profit Healthcare Investment Banking at Jefferies, a diversified financial services company from 2013 to 2016. Prior to Jefferies, Mr. Olsen served as Managing Director & Head of Not-for-Profit Healthcare Mergers & Acquisitions at Bank of America Merrill Lynch. Mr. Olsen began his career in 1996 at Merrill Lynch where he remained for 17 years. He currently serves on the Board of Directors for VitalTech Holdings, a Concord portfolio company in the healthcare information technology sector that focuses on remote patient monitoring, and Proton Therapy Partners, a specialty service provider that forms joint ventures with hospital companies to deliver advanced proton therapy radiation oncology services. Mr. Olsen received a B.S. in Physics from Loyola University Maryland and a M.S. in Physiology from the University of Maryland Graduate Program at the School of Medicine. We believe Mr. Olsen’s extensive professional experience focused on mergers and acquisitions in the healthcare industry make him well-qualified to serve as a member of our board of directors.Founder

and Partner at Concord and a member of Concord’s Investment Committee. He also served as a senior advisor to Anthem, Inc., a leading health benefits provider, where he previously served as executive Chairman from late 2017 to his retirement in May 2018. Before that, Mr. Swedish was Chief Executive Officer of Anthem from 2013 until late 2017 and Chairman of the company’s board from 2015 until 2018. Prior to joining Anthem, he was the division president of Hospital Corporation of America from 1993 to 1998, President and Chief Executive Officer of Centura Health from 1999 to 2004 and then served as President and Chief Executive Officer of Trinity Health from 2004 to 2013. Mr. Swedish serves on the board of directors for IBM Corporation, CDW, Mesoblast Limited (chairman), and Centrexion Therapeutics. He is a member and the former chairman of Duke University’s Fuqua School of Business Board of Visitors. Previously, Mr. Swedish served as board chairman of America’s Health Insurance Plans (AHIP), and chairman of the board, Catholic Health Association. He has also held board and advisory positions with American Hospital Association, Coventry Health Care, Inc., RehabCare Group, Inc., BankFIRST, Cross Country, Inc., National Quality Forum, American Hospital Association’s Institute for Diversity in Healthcare Management, and Loyola University Chicago. Mr. Swedish holds a bachelor’s degree from the University of North Carolina at Charlotte and an MHA from Duke University. We believe Mr. Swedish’s experience leading companies in the healthcare industry and public company board membership make him well qualified to serve as a member of our board of directors.

~~Benson~~James ~~Jose has served as our Chief Financial Officer since inception~~T. Mr. Jose is a Partner and the Chief Operating Officer / Chief Financial Officer of Concord. Mr. Jose has over 20 years of experience in tax, accounting, compliance, investor relations and both fund and company operations. Prior to joining Concord in 2018, Mr. Jose was a Partner/COO/CFO at Castle Hill Asset Management with responsibility for managing all middle and back office operations, human resources, fund and firm legal and regulatory matters, as well as engagement with the Board of Directors. He was a member of the Valuation Committee responsible for the firm’s valuation policy as well as ensuring proper guidance and protocols were followed. Mr. Jose was responsible for keeping the firm current and in line with both SEC and FCA standards. Prior to joining Castle Hill Asset Management in 2013, Mr. Jose served as CFO/CCO at MDR Capital, with responsibility for both fund and management company accounting, compliance, investor relations and operations. As a Compliance Committee member, he was responsible for keeping the firm current and in line with SEC standards. Prior to joining MDR Capital in 2011, Mr. Jose was the Acting Controller at Greenlight Capital Management. During his term at Greenlight Capital Management from 2009 to 2011, Mr. Jose was the Accounting Manager at Ryan Associates, an Advent Geneva partner. Mr. Jose served as the Director of Accounting Operations at Plainfield Asset Management and managed annual audits for multiple fund structures as well as regulatory SEC filings. Prior to joining Plainfield Asset Management in 2006, Mr. Jose worked at Ernst & Young within the Assurance & Advisory Business Services Audit Group with a focus on private equity, global hedge funds and fund of funds and worked in a variety of positions within the Financial Services Office, including roles in compliance, training and human resources. Mr. Jose holds a B.S. in Accountancy from St. John’s University, a M.S. in Accountancy from University of Notre Dame and an M.B.A. in Finance from St. John’s University.Olsen

has served as our Chief Executive Officer and a Director since inception. Mr. Olsen is the Founder & Managing Partner of Concord and a member of Concord’s Investment Committee. Mr. Olsen has over 24 years of experience in healthcare investment banking and investment advisory services. Prior to founding Concord in 2017, Mr. Olsen was Managing Director & Head of

50Not-for-Profit

Healthcare Investment Banking at Jefferies, a diversified financial services company from 2013 to 2016. Prior to Jefferies, Mr. Olsen served as Managing Director & Head of

~~Table of Contents~~Not-for-Profit

Healthcare Mergers & Acquisitions at Bank of America Merrill Lynch. Mr. Olsen began his career in 1996 at Merrill Lynch where he remained for 17 years. Mr. Olsen received a B.S. in Physics from Loyola University Maryland and a M.S. in Physiology from the University of Maryland Graduate Program at the School of Medicine. We believe Mr. Olsen’s extensive professional experience focused on mergers and acquisitions in the healthcare industry make him well-qualified to serve as a member of our board of directors.

~~James~~Benson A. Deal has served as a director since the initial public offering. He is the Founder, Chief Executive Officer and Director of Compassus, a leading national hospice, palliative care and home health post-acute provider. Mr. Deal partnered with ThomaCressey Bravo to found Compassus in 2006. Under his leadership, Compassus has grown into one of the nation’s largest hospice providers with locations in more than 25 states. As the CEO of multiple healthcare companies during his career, Mr. Deal has overseen numerous projects aimed at expanding access and providing better care to patients. He led the creation of a national network of diabetes treatment centers, developed at-risk disease/care management contracts in the U.S and grew a regional medical imaging business into a multi-regional provider.Jose

has served as our Chief Financial Officer since inception. Mr. Jose is a Partner and the Chief Operating Officer / Chief Financial Officer of Concord. Mr. Jose has over 20 years of experience in tax, accounting, compliance, investor relations and both fund and company operations. Prior to joining Concord in 2018, Mr. Jose was a Partner/COO/CFO at Castle Hill Asset Management with responsibility for managing all middle and back office operations, human resources, fund and firm legal and regulatory matters, as well as engagement with the Board of Directors. He was a member of the Valuation Committee responsible for the firm’s valuation policy as well as ensuring proper guidance and protocols were followed. Mr. Jose was

~~Mr.~~57 Deal has extensive history with both Envision Healthcare and AMSURG pre-dating their combination in 2016. He spent more than 25 years with Envision, a leading provider of physician-led services and post-acute care, and ambulatory surgery services. AMSURG, now part of Envision, is a market leader in strategic and operational management of surgery centers, owning and operating more than 260 surgery centers and one surgical hospital in 35 states and the District of Columbia. Mr. Deal served on the Board of Directors for Envision from 1999 until October 2018. At AMSURG, Mr. Deal served on the Operating Board prior to the company’s IPO spin out from Healthways. Previously, Mr. Deal served on the Board of MedCath, a leading operator of cardiac specialty hospitals. Mr. Deal received a B.S. in Economics from Western Illinois University and a Master’s of Public Administration in Health Services Administration from the University of Arizona. We believe Mr. Deal’s deep healthcare industry experience makes him well-qualified to serve on our board of directors.

~~Ken~~responsible ~~Goulet~~for ~~has~~keeping ~~served as a director since~~ the ~~initial~~firm ~~public~~current ~~offering.~~and ~~Mr.~~in ~~Goulet~~line ~~is a senior-level health care executive~~ with ~~over~~both 30SEC ~~years’ experience in growing~~ and ~~leading~~FCA ~~large~~standards. ~~health~~Prior ~~plan~~to ~~organizations.~~joining ~~From~~Castle ~~April~~Hill ~~2004~~Asset ~~until~~Management ~~September~~in ~~2015~~2013, Mr. Jose ~~Goulet~~served ~~worked at Anthem, Inc., most recently serving~~ as ~~the~~CFO/CCO ~~executive~~at ~~vice~~MDR ~~president~~Capital, ~~and~~with ~~president~~responsibility offor ~~the~~both ~~Anthem’s~~fund ~~Commercial~~ and ~~Specialty~~management ~~Business~~company ~~division~~accounting, ~~- one~~compliance, ofinvestor ~~the~~relations ~~largest~~and ~~commercial~~operations. ~~health~~As ~~insurance~~a ~~business~~Compliance ~~divisions~~Committee ~~in the United States. In that role~~member, he was responsible for ~~Anthem’s~~keeping ~~Individual~~the ~~and~~firm ~~Exchange~~current ~~business, Local Blue business, National Accounts~~ and ~~Specialty~~in ~~Products.~~line ~~His responsibilities~~with ~~included~~SEC ~~strategy, marketing, product management, medical management, provider engagement and contracting and service operations~~standards. Prior to ~~his~~joining ~~appointment~~MDR asCapital ~~executive~~in ~~vice president~~2011, Mr. Jose ~~Goulet~~was ~~served~~the inActing ~~various~~Controller ~~executive leadership roles~~ at ~~Anthem,~~Greenlight ~~including~~Capital ~~President~~Management. ~~and~~During ~~CEO~~his ofterm ~~the~~at ~~Employer,~~Greenlight ~~Medicaid,~~Capital ~~Individual~~Management ~~and~~from ~~Specialty~~2009 ~~Business~~to ~~Unit; President and CEO of the former Commercial Business Unit and President and CEO of National Accounts. Before joining Anthem~~2011, Mr. Jose ~~Goulet spent~~was 23the ~~years~~Accounting Manager at ~~Cigna~~Ryan ~~Corporation where he held a number of management~~Associates, ~~sales~~an ~~and~~Advent ~~operations~~Geneva ~~positions~~partner. Mr. Jose ~~Goulet~~served ~~currently~~as ~~serves on~~ the ~~board~~Director of ~~directors~~Accounting ofOperations ~~several~~at ~~privately~~Plainfield ~~held~~Asset ~~companies~~Management ~~within~~and ~~the~~managed ~~healthcare~~annual ~~industry~~audits ~~including~~for ~~Behavioral Health~~multiple ~~Group,~~fund ~~EmpiRx,~~structures ~~IPG,~~as ~~OODA~~well ~~Health,~~as ~~Quartet~~regulatory ~~Health~~SEC ~~and Sharecare~~filings. HePrior ~~also~~to ~~sits~~joining onPlainfield ~~the~~Asset ~~advisory~~Management ~~boards~~in ~~of Brave Health~~2006, ~~Carecentrix~~Mr. Jose ~~and~~worked ~~NationsHearing.~~at ~~From~~Ernst & ~~December~~Young ~~2015~~within ~~until~~the ~~August~~Assurance & ~~2018,~~Advisory ~~Mr.~~Business ~~Goulet~~Services ~~served~~Audit onGroup ~~the~~with ~~Board~~a offocus ~~Cotiviti~~on ~~(NYSE:~~private ~~COTV)~~equity, ~~prior~~ toglobal ~~its~~hedge ~~acquisition~~funds byand ~~Veritas~~fund ~~Capital.~~of ~~From~~funds ~~April~~and ~~2016~~worked ~~until~~in ~~March~~a ~~2017,~~variety ~~Mr.~~of ~~Goulet~~positions ~~served~~within on the ~~board~~Financial ofServices ~~Surgical~~Office, ~~Care~~including ~~Affiliates~~roles ~~(Nasdaq:~~in ~~SCAI)~~compliance, ~~prior~~training toand ~~its~~human ~~acquisition by UnitedHealth’s Optum~~resources. Mr. Jose ~~Goulet~~holds ~~received~~ a ~~bachelor’s~~B.S. ~~degree~~ in ~~Economics~~ atAccountancy ~~Trinity~~from ~~College in Hartford, Connecticut~~St. ~~We believe that Mr. Goulet~~John’s ~~significant~~University, ~~professional~~a ~~experience~~M.S. in ~~varied~~Accountancy ~~roles~~from ~~within~~University ~~the~~of ~~healthcare~~Notre ~~industry~~Dame ~~qualify~~and ~~him~~an toM.B.A. ~~serve~~in onFinance ~~our~~from ~~board~~St. ofJohn’s ~~directors~~University.

51James A. Deal

has served as a director since the initial public offering. He is the Founder, Chief Executive Officer and Director of Compassus, a leading national hospice, palliative care and home health post-acute provider. Mr. Deal partnered with ThomaCressey Bravo to found Compassus in 2006. Under his leadership, Compassus has grown into one of the nation’s largest hospice providers with locations in more than 25 states. As the CEO of multiple healthcare companies during his career, Mr. Deal has overseen numerous projects aimed at expanding access and providing better care to patients. He led the creation of a national network of diabetes treatment centers, developed

~~Table of Contents~~at-risk

disease/care management contracts in the U.S and grew a regional medical imaging business into a multi-regional provider.

Mr. Deal has extensive history with both Envision Healthcare and AMSURG

Jack Krouskup has served as a director since the initial public offering. Mr. Krouskup has more than 35 years’ experience serving customers in a variety of industries. He was employed by Deloitte from June 1972 through May 2011, where he was the former Partnerpre-in-charge of Deloitte’s Northern California financial services practice and served on Deloitte’s financial services advisory committee. Mr. Krouskup has years of boardroom experience representing Deloitte with numerous global and highly complex organizations, including Kaiser Permanente, McKesson, the University of California Medical Centers, Pacific Gas & Electric and Clorox Company. He has an extensive corporate governance background and deep familiarity with board and audit committee best practices. He has served numerous companies across the healthcare industry in both services and life sciences, including several IPO and merger transactions. Mr. Krouskup has broad experience in SEC matters and other accounting and reporting requirements including initial public offerings, debt and equity registrations, responding to SEC comment letters and foreign statutory audit filings. He currently serves as Chairman of the Board of Directors of Verity Health System, a position he has held since December 2015. He has been a member of the Boards of Directors of Luther Burbanks Savings Corporation since July 2012 and Teton Literacy Center since July 2018. In addition, he is an advisor at Magnolia Medical Technologies. Mr. Krouskup received a B.A. in Economics at University of California, Santa Barbara, and a bachelor’s degree in Business at San Jose State University. He is a past president of the University of California, Santa Barbara, Alumni Association Board of Directors and since July 2012 has served on the university’s Board of Trustees. We believe Mr. Krouskup is well-qualified to serve as a member of our board of directors given his extensive boardroom and public company experience. We also expect to benefit from other members of the Concord team in sourcing, identifying and executing an initial business combination.dating

their combination in 2016. He spent more than 25 years with Envision, a leading provider of

physician-led

services and post-acute care, and ambulatory surgery services. AMSURG, now part of Envision, is a market leader in strategic and operational management of surgery centers, owning and operating more than 260 surgery centers and one surgical hospital in 35 states and the District of Columbia. Mr. Deal served on the Board of Directors for Envision from 1999 until October 2018. At AMSURG, Mr. Deal served on the Operating Board prior to the company’s IPO spin out from Healthways. Previously, Mr. Deal served on the Board of MedCath, a leading operator of cardiac specialty hospitals. Mr. Deal received a B.S. in Economics from Western Illinois University and a Master’s of Public Administration in Health Services Administration from the University of Arizona. We believe Mr. Deal’s deep healthcare industry experience makes him well-qualified to serve on our board of directors.

Ken Goulet

has served as a director since the initial public offering. Mr. Goulet is a senior-level health care executive with over 30 years’ experience in growing and leading large health plan organizations. From April 2004 until September 2015, Mr. Goulet worked at Anthem, Inc., most recently serving as the executive vice president, and president of the Anthem’s Commercial and Specialty Business division—one of the largest commercial health insurance business divisions in the United States. In that role, he was responsible for Anthem’s Individual and Exchange business, Local Blue business, National Accounts and Specialty Products. His responsibilities included strategy, marketing, product management, medical management, provider engagement and contracting and service operations. Prior to his appointment as executive vice president, Mr. Goulet served in various executive leadership roles at Anthem, including President and CEO of the Employer, Medicaid, Individual and Specialty Business Unit; President and CEO of the former Commercial Business Unit and President and CEO of National Accounts. Before joining Anthem, Mr. Goulet spent 23 years at Cigna Corporation where he held a number of management, sales and operations positions. Mr. Goulet currently serves on the board of directors of several privately held companies within the healthcare industry including Behavioral Health Group, EmpiRx, IPG, OODA Health, Quartet Health and Sharecare. Mr. Goulet currently serves on the board of directors of several public and privately held companies within the healthcare industry including Sharecare (Nasdaq: SHCR ) Behavioral Health Group, Quartet Health and Rialtic. He also sits on the advisory boards of Brave Health, Carecentrix, Centauri and NationsHearing. From December 2015 until

August 2018, Mr. Goulet served on the Board of Cotiviti (NYSE: COTV), prior to its acquisition by Veritas Capital. From April 2016 until March 2017, Mr. Goulet served on the board of Surgical Care Affiliates (Nasdaq: SCAI), prior to its acquisition by UnitedHealth’s Optum. Mr. Goulet received a bachelor’s degree in Economics at Trinity College in Hartford, Connecticut. We believe that Mr. Goulet’s significant professional experience in varied roles within the healthcare industry qualify him to serve on our board of directors.

Jack Krouskup

has served as a director since the initial public offering. Mr. Krouskup has more than 35 years’ experience serving customers in a variety of industries. He was employed by Deloitte from June 1972 through May 2011, where he was the former

Partner-in-charge

of Deloitte’s Northern California financial services practice and served on Deloitte’s financial services advisory committee. Mr. Krouskup has years of boardroom experience representing Deloitte with numerous global and highly complex organizations, including Kaiser Permanente, McKesson, the University of California Medical Centers, Pacific Gas & Electric and Clorox Company. He has an extensive corporate governance background and deep familiarity with board and audit committee best practices. He has served numerous companies across the healthcare industry in both services and life sciences, including several IPO and merger transactions. Mr. Krouskup has broad experience in SEC matters and other accounting and reporting requirements including initial public offerings, debt and equity registrations, responding to SEC comment letters and foreign statutory audit filings. He currently serves as Chairman of the Board of Directors of Verity Health System, a position he has held since December 2015. He has been a member of the Boards of Directors of Luther Burbanks Savings Corporation since July 2012 and Teton Literacy Center since July 2018. In addition, he is an advisor at Magnolia Medical Technologies. Mr. Krouskup received a B.A. in Economics at University of California, Santa Barbara, and a bachelor’s degree in Business at San Jose State University. He is a past president of the University of California, Santa Barbara, Alumni Association Board of Directors and since July 2012 has served on the university’s Board of Trustees. We believe Mr. Krouskup is well-qualified to serve as a member of our board of directors given his extensive boardroom and public company experience. We also expect to benefit from other members of the Concord team in sourcing, identifying and executing an initial business combination.

Number and Terms of Officers and Directors.

Our board of directors consists of five members. Our board of directors is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Mr. Deal will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Messrs. Goulet and Krouskup will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Messrs. Swedish and Olsen will expire at the third annual meeting of stockholders.

Our officers are elected by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, a Chief Executive Officer, a President, a Chief Financial Officer, a Secretary and such other offices (including without limitation, Vice Presidents, Assistant Secretaries and a Treasurer) as may be determined from time to time by the board of directors.

Committees of the Board of Directors

Our board of directors has two standing committees: an audit committee and a compensation committee. Both our audit committee and our compensation committee are composed solely of independent directors.

Audit Committee

The members of our audit committee are Messrs. Deal, Goulet and Krouskup. Mr. Krouskup serves as chairman of the audit committee.

Each member of the audit committee is financially literate and our board of directors has determined that qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

•

the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

•

pre-approving

all audit and

non-audit

services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing

pre-approval

policies and procedures;

•

reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence;

•

setting clear hiring policies for employees or former employees of the independent registered public accounting firm;

•

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

•

obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

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•

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation

S-K

promulgated by the SEC prior to us entering into such transaction; and

•

reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

The members of our Compensation Committee are Messrs. Deal, Goulet and Krouskup. Mr. Goulet serves as chairman of the compensation committee. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

•

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

•

reviewing and approving the compensation of all of our other officers;

•

reviewing our executive compensation policies and plans;

•

implementing and administering our incentive compensation equity-based remuneration plans;

•

assisting management in complying with our proxy statement and annual report disclosure requirements;

•

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

•

producing a report on executive compensation to be included in our annual proxy statement; and

•

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Director Nominations

We do not have a standing nominating committee, though we intend to form a corporate governance and nominating committee as and when required to do so by applicable law or stock exchange rules. In accordance with Rule 5605(e)(2) of the Nasdaq listing rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. In accordance with Rule 5605(e)(1)(A) of the Nasdaq listing rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.

Prior to our initial business combination, the board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at an annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to the Board should follow the procedures set forth in our bylaws.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.

Code of Business Conduct and Ethics

We have adopted a code of ethics applicable to our directors, officers and employees (our “Code of Ethics”). A copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form

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Item 11.

Executive Compensation

None of our officers or directors have received any cash compensation for services rendered to us. Through the earlier of consummation of our initial business combination and our liquidation, we will pay an affiliate of our ~~sponsor~~ a total of $10,000 per month, for up to 24 months for office space, utilities, administrative and support services. Our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers, directors or our or any of their affiliates.

sponsor a total of $10,000 per month for office space, utilities, administrative and support services. Our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any

out-of-pocket

expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers, directors or our or any of their affiliates.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers after the completion of our initial business combination will be determined by a compensation committee constituted solely by independent directors.

We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination.

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Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information regarding the beneficial ownership of our common stock as of the date of March 30 17, ~~2021~~2022 by:

•

each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

•

each of our executive officers, directors and director nominees; and

•

all our executive officers, directors and director nominees as a group.

In62 the table below, percentage ownership is based on 30,000,000 shares of our Class A common stock, and 7,500,000 shares of our Class B common stock outstanding as of March 30, 2021. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants as those warrants are not exercisable within 60 days of March 30, 2021.

	Class A Common Stock					Class B Common Stock(2)
Name of Beneficial Owner	Number of Shares Beneficially Owned		Approximate Percentage of Class			Number of Shares Beneficially Owned		Approximate Percentage of Class			Approximate Percentage of Outstanding Common Stock
CHP Acquisition Holdings LLC (our sponsor)(1)(3)		-		-			7,425,000		99.0	%		19.8	%
Joseph Swedish(1)(3)		-		-			7,425,000		99.0	%		19.8	%
James Olsen(1)(3)		-		-			7,425,000		99.0	%		19.8	%
Benson Jose(1)		-		-			-		-			-
James A. Deal(1)		-		-			25,000		*			*
Ken Goulet(1)		-		-			25,000		*			*
Jack Krouskup(1)		-		-			25,000		*			*
Ratan Capital Management LP(4)		2,374,997		7.9	%		-		-			6.3	%
Magnetar Financial LLC(5)		2,370,000		7.9	%		-		-			6.3	%
Millennium Group Management LLC(6)		2,109,860		7.0	%		-		-			5.6	%
HGC Investment Management Inc.(7)		1,967,230		6.6	%		-		-			5.2	%
Aristeia Capital, L.L.C.(8)		1,538,182		5.1	%		-		-			4.1	%
All directors, director nominees and executive officers as a group (6 individuals)		-		-			-		100.0	%		20	%

In the table below, percentage ownership is based on 18,611,003 shares of our Class A common stock, and 7,500,000 shares of our Class B common stock outstanding as of March 17, 2022. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants as those warrants are not exercisable within 60 days of March 17, 2022.


	Class A Common Stock					Class B Common Stock(2)
Name of Beneficial Owner	Number of Shares Beneficially Owned		Approximate Percentage of Class			Number of Shares Beneficially Owned		Approximate Percentage of Class			Approximate Percentage of Outstanding Common Stock
CHP Acquisition Holdings LLC (our sponsor)(1)(3)		—		—			7,425,000		99.0	%		28.4	%
Joseph Swedish(1)(3)		—		—			7,425,000		99.0	%		28.4	%
James Olsen(1)(3)		—		—			7,425,000		99.0	%		28.4	%
Benson Jose(1)		—		—			—		—			—
James A. Deal(1)		—		—			25,000		*			*
Ken Goulet(1)		—		—			25,000		*			*
Jack Krouskup(1)		—		—			25,000		*			*
Glazer Capital, LLC(4)		2,367,891		12.7	%		—		—			9.1	%
Highbridge Capital Management, LLC (5)		1,101,812		5.9	%		—		—			4.2	%
HGC Investment Management Inc.(6)		1,967,230		10.6	%		—		—			7.5	%
Aristeia Capital, L.L.C.(7)		1,538,182		8.3	%		—		—			5.9	%
Magnetar Financial LLC(8)		2,342,184		12.6	%		—		—			9.0	%
All directors, director nominees and executive officers as a group (6 individuals)		—		—			7,500,000		100.0	%		28.7	%

*	Less than one percent.

(1)	Unless otherwise noted, the business address of each of the following entities or individuals is 25 Deforest Avenue, Suite 108, Summit NJ 07901.

(2)	Interests shown consist solely of founder shares. Such shares will automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis, subject to adjustment.

(3)

Represents 7,425,000 founder shares held of record by CHP Acquisition Holdings LLC, which is wholly-owned by Concord Health Partners LLC. Messrs. Swedish and Olsen control Concord Health Partners LLC, which is the managing member of our sponsor. Each of CHP Acquisition Holdings LLC, Concord Health Partners LLC and Messrs. Swedish and Olsen shares voting and dispositive power over these shares.

(4) Based on a Schedule 13G filed by ~~Ratan~~Glazer Capital ~~Master Fund~~, ~~Ltd,~~LLC ~~Nehal Chopra~~ and ~~Ratan~~Paul ~~Capital~~J. ~~Management~~Glazer LP with the SEC on ~~March~~January 1510, ~~2021~~2022. Each of ~~Ratan~~Glazer Capital ~~Master Fund~~, ~~Ltd,~~LLC ~~Nehal Chopra~~ and ~~Ratan~~Paul ~~Capital~~J. ~~Management~~Glazer LP has shared voting and ~~shared~~ dispositive power over the shares. The principal business address of each of ~~Ratan~~Glazer Capital ~~Master Fund~~, ~~Ltd,~~LLC ~~Nehal Chopra~~ and ~~Ratan~~Paul ~~Capital~~J. ~~Management~~Glazer LP is ~~110~~250 ~~Greene~~West 55th Street, ~~Suite 10B,~~ New York, New York ~~10012~~10019.

(5) Based on a Schedule 13G/A filed by ~~Magnetar~~Highbridge ~~Financial LLC, Magnetar~~ Capital ~~Partners LP~~Management, ~~Supernova Management~~ LLC ~~and Alec N. Litowitz~~ with the SEC on ~~February~~January 1227, ~~2021~~2022. ~~Each~~Highbridge ~~of Magnetar Financial LLC, Magnetar~~ Capital ~~Partners LP~~Management, ~~Supernova Management~~ LLC ~~and Alec N. Litowitz~~ has shared voting and ~~shared~~ dispositive power over the shares, consisting of (i) 793,920 held for the account of Constellation Master Fund; (ii) 329,492 held for the account of Xing He Master Fund; (iii) 746,212 held for the account of Constellation Fund; (iv) 164,036 held for the account of SC Fund; and (v) 416,340 held of the account of Structured Credit Fund. The principal business address of ~~each~~Highbridge ~~of Magnetar Financial, Magnetar~~ Capital ~~Partners, Supernova~~ Management, ~~and~~LLC ~~Mr. Litowitz~~ is ~~1603~~277 ~~Orrington~~Park Avenue, ~~13th~~23rd Floor, ~~Evanston~~New York, ~~Illinois~~New ~~60201~~York 10172.

(6) Based on a Schedule 13G/A filed by ~~Integrated~~HGC ~~Core~~Investment ~~Strategies (US) LLC, Riverview Group LLC, ICS Opportunities, Ltd., Millennium International~~ Management ~~LP, Millennium Management LLC, Millennium Group Management LLC and Israel A~~Inc. ~~Englander~~ with the SEC on February 814, ~~2021~~2020. ~~Integrated~~HGC ~~Core~~Investment Strategies (US) LLC has shared voting and dispositive power over 859,860 shares. River Group LLC has shared voting and dispositive power over 750,000 shares. ICS Opportunities, Ltd. and Millennium International Management ~~LP has shared voting and shared dispositive power over 500,000 shares~~Inc. ~~Each~~exercises ofsole ~~Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander has shared~~ voting and ~~shared~~sole dispositive power over 21,~~109~~967,~~860~~230 shares. The principal business address of ~~Millennium~~the ~~Group~~beneficial ~~Management~~owner ~~LP, Millennium Management LLC and Israel Englander~~ is ~~666~~366 ~~Fifth Avenue~~Adelaide, ~~New~~Suite ~~York~~601, ~~New~~Toronto, ~~York~~Ontario ~~10103~~M5V 1R9, Canada.

(7) Based on a Schedule 13G filed by ~~HGC~~Aristeia ~~Investment~~Capital, ~~Management Inc~~L.L.C. with the SEC on February 1416, ~~2020~~2021. ~~HGC~~Aristeia ~~Investment~~Capital, ~~Management Inc~~L.L.C. ~~exercises~~exercised sole voting and sole dispositive power over 1,~~967~~538,~~230~~182 shares. The principal business address of the beneficial owner is ~~366~~One ~~Adelaide~~Greenwich Plaza, ~~Suite~~3rd ~~601~~Floor, ~~Toronto~~Greenwich, ~~Ontario~~CT ~~M5V 1R9, Canada~~06830.

~~(8)~~63 Based on a Schedule 13G filed by Aristeia Capital, L.L.C. with the SEC on February 16, 2021. Aristeia Capital, L.L.C. exercised sole voting and sole dispositive power over 1,538,182 shares. The principal business address of the beneficial owner is One Greenwich Plaza, 3rd Floor, Greenwich, CT 06830.

55(8) Based on a Schedule 13G/A filed by Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and Alec N. Litowitz with the SEC on January 28, 2022. Each of Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and Alec N. Litowitz has shared voting and shared dispositive power over the shares, consisting of (i) 696,898 Shares held for the account of Magnetar Constellation Fund II, Ltd; (ii) 741,454 Shares held for the account of Magnetar Constellation Master Fund, Ltd; (iii) 54,102 Shares held for the account of Magnetar Systematic Multi-Strategy Master Fund, Ltd; (iv) 307,714 Shares held for the account of Magnetar Xing He Master Fund, Ltd; (v) 153,194 Shares held for the account of Magnetar SC Fund, Ltd; and (vi) 388,822 Shares held for the account of Magnetar Structured Credit Fund, LP. The principal business address of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Litowitz is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

Table of Contents

Item 13.

Certain Relationships and Related Transactions, and Director Independence

In August 2019, our sponsor purchased 7,187,500 founder shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. In October 2019, our sponsor transferred 25,000 founder shares to each of Messrs. Deal, Goulet and Krouskup, our independent director nominees (for a total of 75,000 founder shares). On November 21, 2019, we effected a stock dividend of 718,750 shares with respect to our Class B common stock, resulting in our initial stockholders holding an aggregate of 7,906,250 founder shares. In connection with the partial exercise by the underwriters of their over-allotment option in connection with the initial public offering, our sponsor forfeited 406,250 founder shares, leaving a total of 7,500,000 founder shares outstanding.

Our sponsor purchased, pursuant to a written agreement, to purchase an aggregate of 8,000,000 private placement warrant at a price of $1.00 per warrant ($8,000,000 in the aggregate) in a private placement that occurred simultaneously with the closing of the initial public offering. Each private placement warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as provided herein. Private placement warrants may be exercised only for a whole number of shares. The private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by it until 30 days after the completion of our initial business combination.

If any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

We have entered into an Administrative Services Agreement pursuant to which we pay an affiliate of our sponsor a total of $10,000 per month, until May 26, 2022, for office space, utilities, administrative and support services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. Accordingly, in the event the consummation of our initial business combination takes until May 26, 2022, an affiliate of our sponsor will be paid a total of $300,000 ($10,000 per month) for office space, utilities, administrative and support services and will be entitled to be reimbursed for any

We have entered into an Administrative Services Agreement pursuant to which we pay an affiliate of our sponsor a total of $10,000 per month, for up to 24 months, for office space, utilities, administrative and support services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. Accordingly, in the event the consummation of our initial business combination takes the maximum 24 months, an affiliate of our sponsor will be paid a total of $240,000 ($10,000 per month) for office space, utilities, administrative and support services and will be entitled to be reimbursed for any out-of-pocket ~~expenses.~~

expenses.

Our sponsor, officers and directors or any of their respective affiliates will be reimbursed for any

~~Our sponsor, officers and directors or any of their respective affiliates will be reimbursed for any~~ out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers, directors or our or any of their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts out -of the proceeds of the trust account released to us. Otherwise, such loans would be repaid only out of funds held outside the trust account. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to our sponsor. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.-pocket

expenses incurred by such persons in connection with activities on our behalf.

In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to our sponsor. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive officer and director compensation.

Table of Contents

We have adopted a formal policy for the review, approval or ratification of related party transactions. Under our Code of Ethics, conflict of interest situations include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company.

Our audit committee is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or our or any of their affiliates.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our sponsor, officers or directors unless we, or a committee of independent and disinterested directors, have obtained an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Furthermore, no finder’s fees, reimbursements or cash payments will be made by us to our sponsor, officers or directors, or our or any of their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination. However, the following payments will be made to our sponsor, officers or directors, or any of their affiliates:

•

Repayment of an aggregate of up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;

• Payment to an affiliate of our sponsor of a total of $10,000 per month, ~~for~~until upMay to26, 242022, ~~months~~ for office space, utilities, administrative and support services;

•

Reimbursement for any

out-of-pocket

expenses related to identifying, investigating and completing an initial business combination; and

• Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been ~~executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender.~~

executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender.

Relationship between Concord and the American Hospital Association

Our sponsor is an affiliate of Concord, a healthcare investment firm with a strategic model that optimizes the alignment of interests between investors and portfolio companies. Concord is primarily focused on investing in healthcare companies that have the potential to enhance the value of care through products, services, technologies and solutions that lower costs, improve quality of care delivery and service and/or expand access to care.

To date, Concord has invested in early stage, private healthcare companies within the firm’s AHA Innovation Development Fund. The AHA Innovation Development Fund was formed in association with the American Hospital Association, the national organization that represents nearly 5,000 hospitals, health care systems, networks, and other providers of care, to provide an investment vehicle through which AHA member hospitals can make strategic investments in early-stage healthcare companies—in a manner consistent with the AHA’s mission, vision, and values. Concord targets companies such as Accelus that can scale efficiently through commercial and strategic relationships with AHA members. By leveraging its investor base and its relationship with the AHA, Concord aims to create incremental value by accelerating business development and shortening sales cycles to drive growth at portfolio companies.

CHP has discussed the Business Combination with the AHA, and the AHA has indicated its support for the transaction by investing $1,000,000 in the Sponsor in return for a pro rata interest in the Sponsor’s founder shares. Additionally, the AHA has supported the Business Combination by investing $4,000,000 in the Accelus Series D capital raise in consideration for shares of Accelus Series D preferred stock. The AHA expects to leverage its marketing capabilities, thought leadership and network of relationships to fast-track Accelus’ growth and accelerate its market adoption. The aforementioned AHA hospitals, health care systems, networks, and other providers of care such as Ambulatory Surgery Centers represent Accelus’ target customers. Accelus has agreed to use a portion of such proceeds to fund the Monthly Contributions.

Item 14.

Principal Accountant Fees and Services

The firm of WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered.

Audit Fees. For the year ended December 31, 2020 and for the period from July 31, 2019 (inception) through December 31, 2019, fees for our independent registered public accounting firm were approximately $49,440 and $55,620, respectively, for the services Withum performed in connection with our Initial Public Offering, review of the financial information included in our Forms 10-Q for the respective periods and the audit of our financial statements included in this Annual Report on Form 10-K.

. For the year ended December 31, 2021 and 2020, fees for our independent registered public accounting firm were approximately $83,985 and $49,440, respectively, for the services Withum performed in connection with our Initial Public Offering, review of the financial information included in our Forms

~~Audit~~10-Related Fees. For the year ended December 31, 2020 and for the period from July 31, 2019 (inception) through December 31, 2019, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements.Q

for the respective periods and the audit of our December 31, 2021 and 2020 financial statements included in this Annual Report on Form

~~Tax Fees~~10-K. For the year ended December 31, 2020 and for the period from July 31, 2019 (inception) through December 31, 2019, fees for our independent registered public accounting firm were approximately $4,635 and $0, respectively, for tax compliance, tax advice and tax planning.

~~All~~Audit-Related ~~Other~~ Fees. For the year ended December 31, 2020 and for the period from July 31, 2019 (inception) through December 31, 2019, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.

For the year ended December 31, 2021 and 2020, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements.

~~Pre-Approval~~Tax ~~Policy~~Fees

. For each of the years ending December 31, 2021 and 2020, fees for our independent registered public accounting firm were approximately $4,635 for tax compliance, tax advice and tax planning.

~~Our~~All ~~audit~~Other committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).Fees

. For the year ended December 31, 2021 and 2020, fees billed for products and services provided by our independent registered public accounting firm other than those set forth above were approximately $70,000 and $0, respectively.

5766

~~Table of Contents~~Pre-Approval

Policy

Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not

pre-approve

all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will

pre-approve

all auditing services and permitted

non-audit

services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for

non-audit

services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

PART IV

Item 15.

Exhibits and Financial Statement Schedules

(a)	The following documents are filed as part of this Form 10-K:

(1)

Financial Statements:

	~~Page~~	Page
Report of Independent Registered Public Accounting Firm	~~F-2~~		F-2
Balance Sheets	~~F-3~~		F-3
Statements of Operations	~~F-4~~		F-4
Statements of Changes in Stockholders’ Equity	~~F-5~~		F-5
Statements of Cash Flows	~~F-6~~		F-6
Notes to Financial Statements	~~F-7~~		F-7 to F-22

(2)

Financial Statement Schedules:

None.

(3)

Exhibits

The exhibits listed below are filed as part of this Form

~~The exhibits listed below are filed as part of this Form~~ 10-K ~~other than Exhibits 32.1 and 32.2, which shall be deemed furnished.~~

other than Exhibits 32.1 and 32.2, which shall be deemed furnished.

Exhibit Number		Description of Exhibit
ExhibitNumber		Description of Exhibit
2.1		Business Combination Agreement, dated as of November 14, 2021, by and among the Company, Accelerate Merger Sub, Inc., and Integrity Implants Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on November 18, 2021 (File No. 001-39140))
2.2		Amendment No. 1 to Business Combination Agreement, dated as of November 30, 2021, by and among the Company, Accelerate Merger Sub, Inc., and Integrity Implants Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on December 6, 2021 (File No. 001-39140))
2.3		Amendment No. 2 to Business Combination Agreement, dated as of December 23, 2021, by and among CHP Merger Corp., Accelerate Merger Sub, Inc., and Integrity Implants Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on December 30, 2021 (File No. 001-39140))
3.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on November 27, 2019 (File No. 001-39140))
3.2		Certificate of Amendment to Amended and Restated Certificate of Incorporation of CHP Merger Corp. (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (File No. 001-391140), filed with the SEC on November 24, 2021)
3.3		Bylaws of CHP Merger Corp. (incorporated by reference to Exhibit 3.3 of the Company’s Form S-1 (File No. 333-234413), filed with the SEC on October 31, 2019)
4.1		Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on November 27, 2019 (File No. 001-39140))
4.2		Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the ~~amendment~~Amendment to the Company’s ~~form~~Form S-1, filed on November 13, 2019, (File No. 333-234413))
4.3		Specimen Warrant Certificate. (incorporated by reference to Exhibit 4.3 to the ~~amendment~~Amendment to the Company’s ~~form~~Form S-1, filed on November 13, 2019, (File No. 333-234413))
4.4		Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.4 to the amendment to the Company’s form S-1, filed on November 13, 2019, (File No. 333-234413))
4.5		Description of Registrant’s Securities (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K, filed on March 23, 2020 (File No. 001-39140))
10.1		Private Placement Warrants Purchase Agreement between the Company and CHP Acquisition Holdings LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 27, 2019 (File No. 001-39140))

10.2		Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on November 27, 2019 (File No. 001-39140))
10.3		Registration Rights Agreement between the Company and CHP Acquisition Holdings LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on November 27, 2019 (File No. 001-39140))
10.4		Letter Agreement between the Company and CHP Acquisition Holdings LLC, each of the officers and directors of the Company (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on November 27, 2019 (File No. 001-39140))
10.5		Administrative Services Agreement between the Company and Concord Health Partners LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed on November 27, 2019 (File No. 001-39140))


Exhibit Number		Description of Exhibit

4.4		Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.4 to the Amendment to the Company’s Form S-1, filed on November 13, 2019, (File No. 333-234413))

4.5		Description of Registrant’s Securities (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K, filed on March 23, 2020 (File No. 001-39140))

10.1		Private Placement Warrants Purchase Agreement between the Company and CHP Acquisition Holdings LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 27, 2019 (File No. 001-39140))

10.2		Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on November 27, 2019 (File No. 001-39140))

10.3		Registration Rights Agreement between the Company and CHP Acquisition Holdings LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on November 27, 2019 (File No. 001-39140))

10.4		Letter Agreement between the Company and CHP Acquisition Holdings LLC, each of the officers and directors of the Company (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on November 27, 2019 (File No. 001-39140))

10.5		Administrative Services Agreement between the Company and Concord Health Partners LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed on November 27, 2019 (File No. 001-39140))

10.6+		Form of Indemnity Agreement, dated November 21, 2019, between the Company and each of the officers and directors of the Company(incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed on November 27, 2019 (File No. 001-39140))

10.7		Amended and Restated Sponsor Letter Agreement, dated as of November 30, 2021, by and among CHP Acquisition Holdings, LLC, CHP Merger Corp. and Integrity Implants Inc. (incorporated by reference to Exhibit 10.1 of CHP’s Form 8-K (File No. 001-39140), filed with the SEC on December 6, 2021)

31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		Inline XBRL Instance Document.

101.SCH*		Inline XBRL Taxonomy Extension Schema.

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase.

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase.

~~Table~~69 ~~of Contents~~

10.6+		Form of Indemnity Agreement, dated November 21, 2019, between the Company and each of the officers and directors of the Company(incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed on November 27, 2019 (File No. 001-39140))
ExhibitNumber		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase.
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase.
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and document contained in Exhibit 101).
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		XBRL Instance Document.
101.SCH*		XBRL Taxonomy Extension Schema.
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase.
101.DEF*		XBRL Taxonomy Extension Definition Linkbase.
101.LAB*		XBRL Taxonomy Extension Label Linkbase.
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase.

*	Filed herewith.

**	Furnished herewith

+	Indicates a management contract or compensatory plan.

Item 16.

Form

10-K

Summary

None.

5970

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this ~~30th~~17th day of March, ~~2021~~2022.


By:		/s/ James T. Olsen
		Name: James T. Olsen
		Title: Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Signature	Title	Date
/s/ James T. Olsen	Chief Executive Officer	March 3017, ~~2021~~2022
James T. Olsen
/s/ Benson Jose	Chief Financial Officer	March 3017, ~~2021~~2022
Benson Jose
/s/ Joseph R. Swedish	Chairman of the Board	March 3017, ~~2021~~2022
Joseph R. Swedish
/s/ Ken Goulet	Director	March 30, 2021
/s/ James Deal	Director	March 17, 2022
James Deal
/s/ Ken Goulet	Director	March 17, 2022
Ken Goulet
/s/ Jack Krouskup	Director	March 3017, ~~2021~~2022
Jack Krouskup

6071

Table of Contents

CHP MERGER CORP.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	~~F-2~~	F-2
Financial Statements:
Balance Sheets	~~F-3~~	F-3
Statements of Operations	~~F-4~~	F-4
Statements of Changes in Stockholders’ Equity	F-5
Statements of Changes in Stockholders’ Deficit		F-5
Statements of Cash Flows	~~F-6~~	F-6
Notes to Financial Statements	~~F-7 to F-18~~	F-7 to F-22

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of

CHP Merger Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of CHP Merger Corp. (the “Company”) as of December 31, ~~2020~~2021 and ~~2019,~~2020 and the related statements of operations, changes in stockholders’ ~~equity~~deficit and cash flows for the ~~year~~years ended December 31, ~~2020~~2021 and ~~for the period from July 31~~2020, ~~2019 (inception) through December 31, 2019,~~ and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2020~~2021 and ~~2019~~2020, and the results of its operations and its cash flows for the ~~year~~years ended December 31, ~~2020~~2021 and ~~for the period from July 31~~2020, ~~2019 (inception) through December 31, 2019,~~ in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs as well as complete a Business Combination by the close of business on ~~November~~ May 26, ~~2021~~2022, then the Company will cease all operations except for the purpose of liquidating. ~~The~~This ~~liquidity condition and~~ date for mandatory liquidation and subsequent dissolution ~~raise~~raises substantial doubt about the Company’s ability to continue as a going concern ~~as also described in Note 1~~. Management’s plans ~~in regard to these matters~~ are also ~~described~~discussed in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2019.

New York, New York

March 2917, ~~2021~~2022

PCAOB ID Number 100

F-2

Table of Contents

CHP MERGER CORP.

BALANCE SHEETS

	December 31, 2020			December 31, 2019
	December 31, 2021			December 31, 2020
ASSETS
Current assets
Cash	$	~~604~~98,~~245~~614		$	1604,~~301,607~~245
Prepaid expenses		—			103,344
Prepaid expenses and other current assets		302,584			—
Total Current Assets		604,245			1,404,951
Total current assets		401,198			604,245
Cash and marketable securities held in Trust Account		302,329,495			300,427,494
Investments held in Trust Account		188,391,090			302,329,495
TOTAL ASSETS	$	~~302~~188,~~933~~792,~~740~~288		$	~~301~~302,~~832~~933,~~445~~740
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities
Current liabilities
Accounts payable and accrued expenses	$	250,090		$	121,753
Accrued expenses	$	2,474,070		$	250,090
Income taxes payable		~~85,088~~—			7285,~~043~~088
Total Current Liabilities		335,178			193,796
Advance from related party		1,779,155			—
Total current liabilities		4,253,225			335,178
Warrant liability		10,944,167			36,700,000
Deferred underwriting fee payable		10,500,000			10,500,000
TOTAL LIABILITIES		1025,~~835~~697,~~178~~392			1047,~~693~~535,~~796~~178
Commitments and Contingencies
Class A common stock subject to possible redemption, 28,709,856 and 28,613,864 shares as of December 31, 2020 and 2019, respectively (at $10.00 per share)		287,098,560			286,138,640
Class A common stock subject to possible redemption, 18,611,003 and 30,000,000 shares as of December 31, 2021 and 2020 (at approximately $10.07 and $10.00 per share, respectively)		187,354,185			300,000,000
Stockholders’ Equity
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding		—			—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 1,290,144 and 1,386,136 shares issued and outstanding (excluding 28,709,856 and 28,613,864 shares subject to possible redemption) as of December 31, 2020 and 2019, respectively		129			139
Class A common stock, $0.0001 par value; 200,000,000 shares authorized, no shares issued and outstanding at December 31, 2021 and 2020 (excluding 18,611,003 and 30,000,000 common stock subject to possible redemption)		—			—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,500,000 shares issued and outstanding at December 31, 2020 and 2019		750			750
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,500,000 shares issued and outstanding as of December 31, 2021 and 2020		750			750
Additional paid-in capital		~~3,854,699~~—			~~4,814,609~~—
Retained earnings		1,144,424			184,511
Accumulated deficit		(24,260,039	)		(44,602,188	)
Total Stockholders’ Equity		5,000,002			5,000,009
Total stockholders’ deficit		(24,259,289	)		(44,601,438	)
Total Liabilities and Stockholders’ Equity	$	302,933,740		$	301,832,445
Total Liabilities and Stockholders’ Deficit	$	188,792,288		$	302,933,740

The accompanying notes are an integral part of the financial statements.

F-3

Table of Contents

CHP MERGER CORP.

STATEMENTS OF OPERATIONS

	Year Ended December 31, 2020			For the Period from July 31, 2019 (Inception) Through December 31, 2019
	Year Ended December 31, 2021			Year Ended December 31, 2020
General and administrative expenses	$	~~651~~3,~~434~~605,454		$	~~170~~651,~~940~~434
Loss from operations		(~~651~~3,~~434~~605,454	)		(~~170~~651,~~940~~434	)
Other income:
Other income (loss):
Interest earned on marketable securities held in Trust Account		1,986,435			427,494
Change in fair value of warrant liability		25,755,833			(25,430,000	)
Income before provision for income taxes		1,335,001			256,554
Interest earned on investments held in Trust Account		68,694			1,986,435
Provision for income taxes		(375,088	)		(72,043	)
Total other income (loss), net		25,824,527			(23,443,565	)
Net income	$	959,913		$	184,511
Income (loss) before provision for income taxes		22,219,073			(24,094,999	)
Weighted average shares outstanding of Class A redeemable common stock		30,000,000			30,000,000
Provision for income taxes		—			(375,088	)
Basic and diluted net income per common share, Class A	$	0.05		$	0.01
Net income (loss)	$	22,219,073		$	(24,470,087	)
Weighted average shares outstanding of Class B non-redeemable common stock		7,500,000			7,795,706
Weighted average shares outstanding of Class A common stock		28,845,499			30,000,000
Basic and diluted net loss per common share, Class B	$	(0.06	)	$	(0.01	)
Basic and diluted net income (loss) per share, Class A	$	0.61		$	(0.65	)
Weighted average shares outstanding of Class B common stock		7,500,000			7,500,000
Basic and diluted net income (loss) per share, Class B	$	0.61		$	(0.65	)

The accompanying notes are an integral part of the financial statements.

F-4

Table of Contents

CHP MERGER CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ ~~EQUITY~~DEFICIT

	Class A Common Stock						Class B Common Stock						Additional Paid-in			~~Retained~~Accumulated			Total Stockholders’
	Shares			Amount			Shares			Amount			Capital			~~Earnings~~Deficit			~~Equity~~Deficit
Balance – July 31, 2019 (inception)		—		$	—			—		$	—		$	—		$	—		$	—
Balance – January 1, 2020		—		$	—			7,500,000		$	750		$	—		$	(20,132,101	)	$	(20,131,351	)
Issuance of Class B common stock to Sponsor		—			—			7,906,250			791			24,209			—			25,000
Net loss		—			—			—			—			—			(24,470,087	)		(24,470,087	)
Sale of 30,000,000 Units, net of underwriting discount and offering expenses		30,000,000			3,000			—			—			282,926,138			—			282,929,138
Balance – December 31, 2020		—		$	—			7,500,000		$	750		$	—		$	(44,602,188	)	$	(44,601,438	)
Sale of 8,000,000 Private placement warrants		—			—			—			—			8,000,000			—			8,000,000
Accretion of Class A common stock to redemption value		—			—			—			—			—			(1,876,924	)		(1,876,924	)
Forfeiture of Founder shares		—			—			(406,250	)		(41	)		41			—			—
Net income		—			—			—			—			—			22,219,073			22,219,073
Class A common stock subject to possible redemption		(28,613,864	)		(2,861	)		—			—			(286,135,779	)		—			(286,138,640	)
Balance – December 31, 2021		—		$	—			7,500,000		$	750		$	—		$	(24,260,039	)	$	(24,259,289	)
Net income		—			—			—			—			—			184,511			184,511
Balance – December 31, 2019		1,386,136		$	139			7,500,000		$	750		$	4,814,609		$	184,511		$	5,000,009
Change in value of Class A common stock subject to possible redemption		(95,992	)		(10	)		—			—			(959,910	)		—			(959,920	)
Net income		—			—			—			—			—			959,913			959,913
Balance – December 31, 2020		1,290,144		$	129			7,500,000		$	750		$	3,854,699		$	1,144,424		$	5,000,002

The accompanying notes are an integral part of the financial statements.

F-5

Table of Contents

CHP MERGER CORP.

STATEMENTS OF CASH FLOWS

	Year Ended December 31, 2020			For the Period from July 31, 2019 (Inception) Through December 31, 2019
	Year Ended December 31, 2021			Year Ended December 31, 2020
Cash Flows from Operating Activities:
Net income	$	959,913		$	184,511
Net income (loss)	$	22,219,073		$	(24,470,087	)
Adjustments to reconcile net income to net cash used in operating activities:
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(1,986,435	)		(427,494	)
Change in fair value of warrants		(25,755,833	)		25,430,000
Interest earned on investments held in Trust Account		(68,694	)		(1,986,435	)
Changes in operating assets and liabilities:
Prepaid expenses		103,344			(103,344	)
Prepaid expenses and other current assets		(302,584	)		103,344
Accounts payable and accrued expenses		128,337			121,753
Accrued expenses		2,223,980			128,337
Income taxes payable		13(85,~~045~~088	)		7213,~~043~~045
Net cash used in operating activities		(~~781~~1,~~796~~769,146	)		(~~152~~781,~~531~~796	)
Cash Flows from Investing Activities:
Investment of cash into Trust Account		—(1,244,155	)		~~(300,000,000~~—	)
Cash withdrawn from Trust Account for franchise and income taxes		84,434			—
Cash Withdrawn from Trust for redemptions		114,522,739			—
Net cash provided by (used in) investing activities		84,434			(300,000,000	)
Cash withdrawn from Trust Account for franchise and income taxes		728,515			84,434
Net cash provided by investing activities		114,007,099			84,434
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor
Advances from related party		1,779,155			—
Proceeds from sale of Units, net of underwriting discounts paid		—			25,000
Redemption of Common Stock		(114,522,739	)		—
Proceeds from sale of Private Placement Warrants		—			294,000,000
Net cash used in financing activities		(112,743,584	)		—
Advances from related party		—			8,000,000
Net Change in Cash		(505,631	)		(697,362	)
Proceeds from promissory note – related party		—			85,943
Cash – Beginning of period		604,245			1,301,607
Repayment of promissory note – related party		—			(85,943	)
Cash – End of period	$	98,614		$	604,245
Payment of offering costs		—			(570,862	)
Net cash provided by financing activities		—			301,454,138
Net Change in Cash		(697,362	)		1,301,607
Cash – Beginning of period		1,301,607			—
Cash – End of period	$	604,245		$	1,301,607
Supplemental cash flow information:
Cash paid for income taxes	$	362,043		$	—
Non-cash investing and financing activities:
Initial classification of Class A common stock subject to possible redemption	$	—		$	285,952,690
Accretion of Class A common stock to redemption	$	1,876,924		$	—
Change in value of Class A common stock subject to possible redemption	$	959,920		$	185,950
Deferred underwriting fee payable	$	—		$	10,500,000

The accompanying notes are an integral part of the financial statements.

F-6

Table of Contents

CHP MERGER CORP.

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

CHP Merger Corp. (the “Company”) was incorporated in Delaware on July 31, 2019. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company has one subsidiary, Accelerate Merger Sub, INC, a direct, wholly owned subsidiary of the Company incorporated in Delaware on November 12, 2021 (“Merger Sub”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

All activity through December 31, 2021 relates to the Company’s formation, the initial public offering (“initial public offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate

All activity through December 31, 2020 relates to the Company’s formation, the initial public offering (“initial public offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating ~~income in the form of interest income from the proceeds derived from the initial public offering.~~

income in the form of interest income from the proceeds derived from the initial public offering.

The registration statement for the Company’s initial public offering was declared effective on November 21, 2019. On November 26, 2019, the Company consummated the initial public offering of 30,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “public shares”), which included the partial exercise by the underwriters of their over-allotment option in the amount of 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $300,000,000, which is described in Note 3.

Simultaneously with the closing of the initial public offering, the Company consummated the sale of 8,000,000 warrants (the “Private placement warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to CHP Acquisition Holdings, LLC (the “Sponsor”), generating gross proceeds of $8,000,000, which is described in Note 4.

Transaction costs amounted to $17,070,862, consisting of $6,000,000 of underwriting fees, $10,500,000 of deferred underwriting fees and $570,862 of other offering costs.

Following the closing of the initial public offering on November 26, 2019, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the initial public offering and the sale of the Private placement warrants was placed in a trust account (the “trust account”) which is invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the public shares if the Company does not complete a Business Combination by November 26, 2021 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (iii) the distribution of the trust account, as described below.

of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the public shares if the Company does not complete a Business Combination by November 26, 2021 or (B) with respect to any other provision relating to stockholders’ rights or

Substantially all of the net proceeds of the initial public offering and the sale of the Private placement warrants, are intended to be applied generally toward consummating a Business Combination, and the Company’ management has broad discretion to identify targets for such a potential Business Combination and over the specific application of the funds held in the trust account if and when such funds are properly released from the trust account. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the trust account (excluding the deferred underwriting commissions and taxes payable on income earned on the trust account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the postpre-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.initial

business combination activity; and (iii) the distribution of the trust account, as described below.

F-7

~~Table~~deferred underwriting commissions and taxes payable on income earned on the trust account) at the time of ~~Contents~~the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders of the outstanding public shares (the “public stockholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their public shares for a pro rata portion of the amount then in the trust account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the trust account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, our Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any public shares purchased during or after the initial public offering in favor of approving a Business Combination and not to convert any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all.

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the public shares, without the prior consent of the Company.

Our Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and public shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its public shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or

business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their public shares in conjunction with any such amendment.

The Company ~~will~~had ~~have~~ until November 26, 2021 or such later date as a result of a stockholder vote to amend the Amendment and Restarted Certificate of Incorporation, to complete a Business Combination (the “Combination Period”). IfOn ~~the~~November 24, ~~Company is unable to complete a Business Combination within the Combination Period~~2021, the Company ~~will~~held ~~(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at~~ a ~~per-share~~stockholder ~~price,~~meeting ~~payable in cash, equal~~ to ~~the~~extend ~~aggregate amount then on deposit in~~ the ~~trust~~date account including interest earned on the funds held in the trust account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by ~~the number of then outstanding public shares,~~ which ~~redemption will completely extinguish public stockholders’ rights as stockholders (including~~ the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

F-8

Company has to consummate a business combination from November 26, 2021 to May 26, 2022. As part of the meeting, stockholders redeemed 11,388,997 shares of Class A common stock for an aggregate cash balance of $114,522,739. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a

~~Table of Contents~~per-share

price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

Our Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if our Sponsor acquires public shares in or after the initial public offering, such public shares will be entitled to liquidating distributions from the trust account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the trust account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the trust account that will be available to fund the redemption of the public shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the initial public offering price per Unit ($10.00).

In order to protect the amounts held in the trust account, our Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes (less up to $100,000 of interest to pay dissolution expenses), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the Company’s indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that our Sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the trust account.

Going Concern

In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”)

~~In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”)~~ 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to raise additional funds to alleviate liquidity needs as well as complete a Business Combination by November 26, 2021, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 26, 2021. The Company intends to complete a Business Combination before the mandatory liquidation date.

“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to raise additional funds to alleviate liquidity needs as well as complete a Business Combination by May 26, 2022, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for

F-9

mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 26,

2022

. Management plans to continue to draw down on its working capital loan, available for up to $1,500,000 and repayable only if there is a Business Combination. The Company intends to complete a Business Combination before the mandatory liquidation date.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Fnon-9emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, ~~2020~~2021 and ~~December~~ ~~31, 2019~~2020.

Marketable Securities Held in Trust Account

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption are classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2020 and 2019, the 28,709,856 and 28,613,864, respectively, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets.

F-10

~~Table~~Investments ofHeld ~~Contents~~in Trust Account

The Company classifies its U.S. Treasury and equivalent securities as

held-to-maturity

in accordance with ASC Topic 320 “Investments—Debt and Equity Securities.”

Held-to-maturity

securities are those securities which the Company has the ability and intent to hold until maturity.

Held-to-maturity

treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.

Warrant Liabilities

The Company accounts for the Warrants in accordance with the guidance contained in ASC

815-40

under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to

re-measurement

Class A common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, the 18,611,003 and

30,000,000

shares of Class A common stock subject to possible redemption at December 31, 2021 and 2020, respectively, are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stocks to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stocks resulted in charges against additional

paid-in

capital and accumulated deficit.

At December 31, 2021, the Class A common stocks reflected in the balance sheets are reconciled in the following table:


Gross proceeds	$	300,000,000
Less:
Proceeds allocated to Public Warrants	$	(10,950,000	)
Class A ordinary shares issuance at cost	$	(16,437,493	)
Public Shares Redeemed	$	(114,522,739	)
Plus:
Accretion of carrying value to redemption value		$29,264,417

Class A common stocks subject to possible redemption	$	187,354,185

F-11

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2021 and 2020, all deferred tax assets were offset by a full valuation allowance.

The Company’s current taxable income primarily consists of interest earned on the Trust Account. The Company’s general and administrative costs are generally considered

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020 and 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.start-up

costs and are not currently deductible. During the year ended December 31, 2021 and 2020, the Company recorded $0 and $375,088 income tax expense, respectively. The Company’s effective tax rate for year ended December 31, 2021 and 2020 were approximately 0% and

(

1.6

)

%, which differs from the expected income tax rate due to the

start-up

costs and the change in fair value of warrant liabilities which are not currently deductible and the change in valuation allowance.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Income (Loss) per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common ~~share~~stock is computed by dividing net income (loss) by the weighted average number of common ~~shares~~stocks outstanding for the period. The Company has ~~not~~two ~~considered~~classes ~~the~~of ~~effect~~stock, ofwhich ~~warrants sold~~are inreferred ~~the~~to ~~initial~~as ~~public~~Class A ~~offering~~common stock and ~~private~~Class B ~~placement~~common tostock. ~~purchase~~Income ~~23,000,000~~and ~~shares~~losses ofare ~~Class~~shared Apro ~~common~~rata ~~stock~~between in the ~~calculation~~two classes of ~~diluted~~stock. ~~income~~Accretion ~~per~~associated ~~common~~with ~~share, since~~ the ~~exercise~~redeemable shares of ~~the~~Class A ~~warrants~~common ~~are~~stocks ~~contingent~~is ~~upon~~excluded ~~the~~from ~~occurrence~~earnings ofper ~~future events~~share ~~and~~as the ~~inclusion~~redemption ofvalue ~~such~~approximates ~~warrants~~fair ~~would be anti-dilutive~~value.

The ~~Company’s~~calculation ~~statements~~ of ~~operations~~diluted ~~includes a presentation of~~ income (loss) per ~~common~~ share ~~for~~does ~~common~~not ~~shares~~consider ~~subject~~the toeffect ~~possible~~of ~~redemption~~the inwarrants aissued ~~manner~~in ~~similar~~connection towith the ~~two-class~~ ~~method of income~~ (~~loss~~i) Initial ~~per~~Public ~~common share. Net income per common share~~Offering, ~~basic~~ and ~~diluted,~~(ii) the ~~for~~private ~~Class~~placement Asince ~~redeemable~~the ~~common~~exercise ~~stock~~of isthe ~~calculated~~warrants byis ~~dividing~~contingent upon the ~~interest~~occurrence ~~income~~of ~~earned~~future onevents. ~~the~~The ~~Trust~~warrants ~~Account,~~are byexercisable ~~the~~to ~~weighted~~purchase ~~average~~23,000,000 ~~number of~~ Class A ~~redeemable~~ common ~~stock~~stocks ~~outstanding~~in ~~since~~the ~~original issuance~~aggregate. ~~Net~~As ~~loss~~of ~~per common share~~December 31, ~~basic~~2021 and ~~diluted~~2020, ~~for~~the ~~Class~~Company Bdid ~~non-redeemable~~not ~~common~~have ~~stock~~any isdilutive ~~calculated~~securities byor ~~dividing~~other ~~the~~contracts ~~net~~that ~~loss~~could, ~~adjusted~~potentially, ~~for~~be ~~income~~exercised ~~attributable~~or toconverted ~~Class~~into ~~A redeemable~~ common ~~stock,~~ ~~net~~stocks ~~of applicable franchise~~ and ~~income~~then ~~taxes,~~share byin the ~~weighted~~earnings ~~average number~~ of ~~Class~~the BCompany. ~~non-redeemable~~As ~~common~~a ~~stock~~result, ~~outstanding~~diluted ~~for~~net ~~the~~income ~~period.~~(loss) ~~Class~~per ~~B non-redeemable~~ common stock ~~includes~~is the ~~Founder~~same ~~Shares~~ as ~~these~~basic ~~shares~~net doincome ~~not~~(loss) ~~have~~per ~~any redemption~~common ~~features~~stock ~~and~~for ~~do not participate in~~ the ~~income~~periods ~~earned~~presented ~~on the Trust Account.~~

~~The~~F-12 ~~following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per common share amounts):~~

	Year Ended December 31, 2020			For the Period from July 31, 2019 (Inception) Through December 31, 2019
Redeemable Class A Common Stock
Numerator: Earnings allocable to Redeemable Class A Common Stock
Interest Income	$	1,986,435		$	427,494
Income and Franchise Tax		(575,391	)		(156,477	)
Redeemable Net Earnings	$	1,411,044		$	271,017
Denominator: Weighted Average Redeemable Class A Common Stock
Redeemable Class A Common Stock, Basic and Diluted		30,000,000			30,000,000
Earnings/Basic and Diluted Redeemable Class A Common Stock	$	0.05		$	0.01
Non-Redeemable Class B Common Stock
Numerator: Net Income minus Redeemable Net Earnings
Net Income	$	959,913		$	184,511
Redeemable Net Earnings		(1,411,044	)		(271,017	)
Non-Redeemable Net Loss	$	(451,131	)	$	(86,506	)
Denominator: Weighted Average Non-Redeemable Class B Common Stock
Non-Redeemable Class B Common Stock, Basic and Diluted		7,500,000			7,795,706
Loss/Basic and Diluted Non-Redeemable Class B Common Stock	$	(0.06	)	$	(0.01	)

The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts):

F-11


	Year Ended December 31, 2021				Year Ended December 31, 2020
	2021		2021		Class A			Class B
Basic and diluted net income (loss) per common stock
Numerator:
Allocation of net income (loss), as adjusted	$	17,634,102	$	4,584,971	$	(19,576,070	)		(4,894,017	)
Denominator:
Basic and diluted weighted average shares outstanding		28,845,499		7,500,000		30,000,000			7,500,000

Basic and diluted net income (loss) per common stock	$	0.61	$	0.61	$	(0.65	)		(0.65	)

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As of December 31, 2020 and 2019, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the stockholders.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limits of $250,000~~. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.~~

. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” ~~approximates~~approximate the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the warrant liability (see Note 8).

Recent Accounting Standards

In August 2020, the FASB issued ASU

~~Management does not believe that any recently issued~~2020-06, ~~but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.~~

Debt — Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic

815-40)

(“ASU

2020-06”)

to simplify accounting for certain financial instruments. ASU

2020-06

amends the diluted earnings per share guidance, including the requirement to use the

if-converted

method for all convertible instruments. ASU

2020-06

is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU

2020-06

would have on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the initial public offering, the Company sold 30,000,000 Units at a price of $10.00 per Unit, which included the partial exercise by the underwriters of their over-allotment option in the amount of 2,500,000 Units. Each Unit consists of one share of common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

~~NOTE~~F-13 ~~4. PRIVATE PLACEMENT~~

Units. Each Unit consists of one share of common stock and

Simultaneously with the closing of the initial public offering, our Sponsor purchased an aggregate of 8,000,000 Private placement warrants at a purchase price of $1.00 per Private placement warrant for an aggregate purchase price of $8,000,000. Each Private placement warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private placement warrants was added to the proceeds from the initial public offering held in the trust account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private placement warrants held in the trust account will be used to fund the redemption of the public shares (subject to the requirements of applicable law), and the Private placement warrants will expire worthless.-half

of one redeemable warrant (“Public Warrant”). Each whole Public Warrant

entitles

the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment

(see Note 8).

NOTE 4

PRIVATE PLACEMENT

). A portion of the proceeds from the Private placement warrants was added to the proceeds from the initial public offering held in the trust account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private placement warrants held in the trust account will be used to fund the redemption of the public shares (subject to the requirements of applicable law), and the Private placement warrants will expire worthless.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

In August 2019, our Sponsor purchased 7,187,500 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. In October 2019, our Sponsor transferred 25,000 Founder Shares to each of the Company’s directors, for a total of 75,000 Founder Shares transferred. On November 21, 2019, the Company effected a stock dividend of 718,750 shares with respect to its Class B common stock, resulting in our Sponsor holding an aggregate of 7,906,250 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the stock dividend. The Founder Shares will automatically convert into shares of Class A common stock at the time of a Business Combination, or earlier at the option of the holders, on a one-for-one basis, subject to certain adjustments, as described in Note 7.

amounts have been retroactively restated to reflect the stock dividend. The Founder Shares will automatically convert into shares of Class A common stock at the time of a Business Combination, or earlier at the option of the holders, on a

~~F-12~~one

~~Table of Contents~~-for-one

basis, subject to certain adjustments, as described in Note 7.

The Founder Shares included an aggregate of up to 1,031,250 shares subject to forfeiture by our Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent approximately 20% of the Company’s issued and outstanding shares after the initial public offering (assuming our Sponsor did not purchase any public shares in the initial public offering). In connection with the underwriters’ partial exercise of the over-allotment option and the forfeiture of the remaining over-allotment option, 406,250 Founder Shares were forfeited and 625,000 Founder Shares are no longer subject to forfeiture. As a result, at December 31, ~~2020~~2021 and ~~2019~~2020, there are 7,500,000 Founder Shares outstanding.

Our Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.

day period commencing at least 150 days after a Business Combination, or (y) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.

Administrative Support Agreement

The Company entered into an agreement whereby, commencing on November 21, 2019 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay an affiliate of our Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. For the year ended December 31, 2020, and for the period from July 31, 2019 (inception) through December 31, 2019, the Company incurred $120,000 and $13,000 in fees for these services, of which $20,000 and $13,000 are included in accrued expenses in the accompanying balance sheets at December 31, 2020 and 2019, respectively.

per month for office space, utilities and secretarial and administrative support. For each of the years ending December 31, 2021 and 2020, the Company incurred

$120,000

in fees for

F-14

these services, of which $120,000 and $20,000 of fees are included in accrued expenses in the accompanying balance sheets at December 31, 2021 and 2020, respectively.

Promissory Note – Related Party

On August 7, 2019, our Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest ~~bearing and payable on the earlier of January 31, 2020 or the consummation of the initial public offering. The $85,943 borrowed under the Promissory Note was repaid on November 27, 2019.~~

bearing and payable on the earlier of January 31, 2020 or the consummation of the initial public offering. The $85,943 borrowed under the Promissory Note was repaid on November 27, 2019 and is no longer available.

Related Party Loans

In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor, an affiliate of our Sponsor or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the trust account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the trust account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the trust account to repay the Working Capital Loans but no proceeds held in the trust account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity. The warrants would be identical to the Private placement warrants. As of December 31, ~~2020~~2021 and, ~~2019~~2020, no Working Capital Loans were outstanding.

~~F-13~~Advance from Related Party

On December 30,

2021, the Sponsor advanced the

~~Table of Contents~~C

ompany $535,000 to cover liquidity needs. On

March 15, 2022

, this advance was subsequently converted into a convertible promissory note, repayable only on the consummation of a Business Combination.

On November 22, 2021, the Company and Integrity Implants Inc. (“Accelus”) agreed that if an extension of the liquidation is granted, they will deposit in the Trust Account an aggregate of $0.0333 per month of Class A common stock that is not redeemed. The Company’s liquidation deadline was extended by 6 months to May 26, 2022. In keeping with the agreement, at December 31, 2022, Accelus deposited an aggregate of $1,244,155 into the Company’s Trust Account.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the

~~Management continues to evaluate the impact of the~~ COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

pandemic and the ongoing conflict in Ukraine and has concluded that while it is reasonably possible that these events could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impacts are not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration Rights

Pursuant to a registration rights agreement entered into on November 21, 2019, the holders of the Founder Shares, Private placement warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private placement warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

F-15

upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,500,000 in the aggregate. The deferred fee will be forfeited by the underwriters in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement.

~~NOTE~~Business 7.Combination ~~STOCKHOLDERS’~~Agreement ~~EQUITY~~

~~Preferred~~On ~~Stock~~November 15, —2021, ~~The~~the Company isannounced ~~authorized~~a toproposed ~~issue~~business ~~1,000,000~~combination ~~shares~~(the of“Business ~~preferred~~Combination”) ~~stock~~between ~~with~~CHP aand ~~par value~~Integrity ofImplants $0Inc.~~0001~~ ~~per~~d/b/a ~~share~~Accelus. ~~with~~The ~~such~~Company ~~designation,~~issued ~~rights~~a ~~and~~press ~~preferences~~release announcing the execution of the Business Combination Agreement (as it may be ~~determined~~amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, Accelerate Merger Sub, Inc., a wholly-owned subsidiary of the Company, and Accelus. The Business Combination was unanimously approved by CHP’s board of directors. Aton ~~December~~November 14, 312021, ~~2020~~ and, ~~2019,~~the ~~there~~Business ~~were~~Combination noAgreement ~~shares~~was ofsigned ~~preferred~~on ~~stock~~November 15, ~~issued or outstanding~~2021.

~~Class~~NOTE ~~A Common Stock — The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0~~7.~~0001~~ ~~per~~STOCKHOLDERS’ ~~share.~~DEFICIT Holders of Class A common stock are entitled to one vote for each share. At December 31, 2020 and 2019, there were 1,290,144 and 1,386,136 shares of Class A common stock issued and outstanding, excluding 28,709,856 and 28,613,864 shares of Class A common stock subject to possible redemption, respectively.

~~Class~~Preferred ~~B Common~~ Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. At December 31, 2020 and, 2019, there were 7,500,000 shares of common stock issued and outstanding.

—

The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021 and 2020, there were no shares of preferred stock issued or outstanding.

Class

A Common Stock

—

The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2021 and, 2020, 18,611,003 and 30,000,000 shares of Class A common stock issued and outstanding were subject to possible redemption which are presented as temporary equity, respectively.

Class

B Common Stock

—

The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. At December 31, 2021 and, 2020, there were 7,500,000 shares of common stock issued and outstanding.

Only holders of Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a

~~The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a~~ one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the initial public offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the initial public offering, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any Private placement warrants issued to our Sponsor of the Company’s officers or directors. Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the initial public offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon

F-1416

conversion of all shares of Class B common stock will equal, in the aggregate, on an

~~Table of Contents~~as-converted

basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the initial public offering, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any Private placement warrants issued to our Sponsor of the Company’s officers or directors. Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

~~Warrants~~NOTE ~~— There were 23,000,000 warrants outstanding as of December 31, 2020~~8. ~~Public~~ ~~Warrants may~~WARRANT ~~only~~LIABILITY be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the initial public offering and (b) 30 days after the completion of a Business Combination.

As of December 31, 2021 and 2020, there were 15,000,000 public warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the initial public offering and (b) 30 days after the completion of a Business Combination.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants.

The Company will use its best efforts to cause the same to become effective within 60 business days following a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants for cash~~. Once the warrants become exercisable, the Company may call the warrants for redemption:~~

Once the warrants become exercisable, the Company may call the warrants for redemption:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described below) for any 20 trading days within a

30-trading

day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders.

F-17

If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, the Company may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants.

Redemption of warrants for Class ~~A common stock. Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants:~~

~~F-15~~ A common stock

. Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants:

Table of Contents

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares, based on the redemption date and the fair market value of the Class A common stock;

•

if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders;

•

if, and only if, the Private placement warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and

•

if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the event the Company is not the surviving company in the Business Combination) issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the

30-day

period after written notice of redemption is given.

If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the trust account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the trust account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to our Sponsor or its affiliates, without taking into account any Founder Shares held by our Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the Newly Issued Price.

As of December 31, 2021 and 2020, there were 8,000,000 Private placement warrants outstanding. The Private placement warrants are identical to the Public Warrants underlying the Units sold in the initial public offering, except that the Private placement warrants and the shares of common stock issuable upon the exercise of the Private placement warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, and will be entitled to certain registration rights (see Note 6). Additionally, the Private placement warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described above under Redemption of warrants for Class A common stock). If the Private placement warrants are held by someone other than the initial purchasers or their permitted transferees, the Private placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

~~NOTE~~F-18 ~~8. INCOME TAX~~

completion of a Business Combination, subject to certain limited exceptions, and will be entitled to certain registration rights (see Note 6). Additionally, the Private placement warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be

non-redeemable

so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described above under

Redemption of warrants for Class

A common stock

). If the Private placement warrants are held by someone other than the initial purchasers or their permitted transferees, the Private placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 9. INCOME TAX

The Company’s net deferred tax assets are as follows:

	December 31,
	2020			2019
	2021			2020
Deferred tax asset
Organizational costs/Startup expenses	$	112,904		$	18,166
Net operating loss carryforward	$	27,626		$	—
Total deferred tax asset		112,904			18,166
Organizational costs/Startup expenses		494,209			94,738
Valuation allowance		(112,904	)		(18,166	)
Business combination expenses		315,622			—
Total deferred tax asset		837,457			94,738
Valuation allowance		(837,457	)		(94,738	)
Deferred tax asset, net of allowance	$	—		$	—

F-16

Table of Contents

The income tax provision consists of the following:

	December 31,
	As of December 31,
	2020			2019
	2021			2020
Federal
Current	$	~~375,088~~—		$	72375,~~043~~088
Deferred		(94742,~~738~~719	)		(1894,~~166~~738	)
State
Current	$	—		$	—
Deferred		—			—
Change in valuation allowance		94742,~~738~~719			1894,~~166~~738
Income tax provision	$	~~375,088~~—		$	72375,~~043~~088

As of December 31, ~~2020~~2021 and ~~2019~~2020, the Company ~~did~~had ~~not~~$131,556 ~~have~~and $0 of any U.S. federal and state net operating loss carryovers available to offset future taxable income.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, ~~2020~~2021 and ~~the period from July 31~~2020, ~~2019 (inception) through December 31, 2019,~~ the change in the valuation allowance was $94742,~~738~~719 and $1894,~~166~~738, respectively.

F-19

A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:

	December 31,
	2020			2019
	2021			2020
Statutory federal income tax rate		21.0	%		21.0	%
State taxes, net of federal tax benefit		0.0	%		0.0	%
Change in valuation allowance		7.1	%		7.1	%
Change in fair value of warrants		(24.3	)%		(22.2	)%
Income tax provision		28.1	%		28.1	%
Change in valuation allowance		3.3	%		(0.4	)%
Income tax provision		0.0	%		(1.6	)%

The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

NOTE 910. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

F-17


Level 1:		Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:		Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:		Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company classifies its U.S. Treasury and equivalent securities as

~~Table of Contents~~held-to-maturity

in accordance with ASC 320 “Investments—Debt and Equity Securities.”

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume Held-to ~~provide pricing information on an ongoing basis.~~-maturity

securities are those securities which the Company has the ability and intent to hold until maturity.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.Held-to-maturity

treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.

~~Level~~At 3:December 31, ~~Unobservable~~2021, ~~inputs~~assets ~~based~~held onin ~~our~~the ~~assessment~~trust account were comprised of ~~the~~$188,391,090 ~~assumptions~~in ~~that~~money market ~~participants~~funds, ~~would~~which ~~use~~are invested in ~~pricing~~U.S. Treasury Securities. During the ~~asset~~year orended ~~liability~~December 31, 2021 and 2020, the Company withdraw $728,515 and $84,434, respectively, of interest income from the Trust Account to pay its franchise taxes.

At December 31, 2020, assets held in the trust account were comprised of $1,000,838 in money market funds ~~which is at NAV~~, which are invested in U.S. Treasury Securities, and $301,328,657 in U.S. Treasury Bills. ~~During the year ended December 31, 2020, the Company withdrew $84,433 of interest income from the trust account to pay its franchise and income taxes.~~

AtF-20 December 31, 2019, assets held in the trust account were comprised of $1,000,905 in money market funds, which are invested in U.S. Treasury Securities, and $299,426,589 in U.S. Treasury Bills. During the period from July 31, 2019 (inception) through December 31, 2019, the Company did not withdrawn any interest income from the trust account to pay its franchise and income taxes.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains (loss) and fair value of

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and 2019 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity ~~securities at December 31, 2020 and 2019 are as follows:~~

securities at December 31, 2021 and 2020 are as follows:

~~Held-To-Maturity~~	~~Level~~Held-To-Maturity		Level		~~Amortized Cost~~		Amortized Cost		~~Gross Holding Loss~~		Gross Holding Gains		~~Fair Value~~		Fair Value
U.S. Treasury Securities (Mature on December 31, 2020 2/18/2021)		1			$	301,328,657			$	(2,966	)		$	301,325,691
December 31, 2020	U.S. Treasury Securities (Matured on 01/07/2021) (1)			1			$	301,328,657			$	(2,966	)		$	301,325,691
U.S. Treasury Securities (Matured on December 31, 2019 5/21/2020)		1			$	299,426,589			$	(9,722	)		$	299,416,867

(1) The Company ~~recognizes~~notes ~~transfers~~that ~~into and out of~~ the ~~fair value levels at the end of the reporting period~~U.S. ~~There~~Treasury Securities were noreinvested ~~transfers~~with ~~into or out of~~ the ~~levels~~funds ~~during~~from the ~~year~~previously ~~ended~~matured ~~December 31, 2020 or the period from July 31, 2019 (inception) through December 31, 2019.~~securities

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021 and 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Level		December 31, 2021		December 31, 2020
Assets:
Liquid Treasury Money Market Fund		1	$	188,391,090	$	—
Liabilities:
Warrant Liability – Public Warrants		1	$	7,137,500	$	19,500,000
Warrant Liability – Private Placement Warrants		3	$	3,806,667	$	17,200,000

The Warrants were accounted for as liabilities in accordance with ASC

815-40

and are presented within warrant liabilities on the Company’s balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations.

The Public Warrants were initially valued using a binomial lattice model, incorporating the

Cox-Ross-Rubenstein

methodology, which is considered to be a Level 3 fair value measurement. As of December 31, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market.

The Private Placement Warrants were valued using a binomial lattice model incorporating the

Cox-Ross-Rubenstein

methodology, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the Company’s shares of common stock. The expected volatility of the Company’s shares of common stock was determined based on the implied volatility of the Public Warrants.

The following table presents the quantitative information regarding Level 3 fair value measurements of the warrant liability:


	December 31, 2021			December 31, 2020
Exercise price	$	11.50		$	11.50
Stock price	$	10.12		$	10.26
Volatility		10.1	%		26.6	%
Term		5.00			5.00
Risk-free rate		1.10	%		0.42	%
Dividend yield		0.0	%		0.0	%

F-21

The following table presents the changes in the fair value of Level 3 warrant liabilities:


	Private Placement			Public				Warrant Liabilities
Fair value as of December 31, 2019	$	3,920,000		$	7,350,000		$	11,270,000
Transfer to Level 1		—			(7,350,000	)		(7,350,000	)
Change in fair value		13,280,000			—			13,280,000
Fair value as of December 31, 2020	$	17,200,000		$	—		$	17,200,000

Change in fair value		(13,393,333	)		—			(13,393,333	)

Fair value as of December 3 1 , 202 0	$	3,806,667		$	—		$	3,806,667

Transfers

to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.

The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2020 was $7,350,000.

There were no transfers in fair value measurements during the year ended December 31, 2021.

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On ~~F-18~~February 10, 2022 and March 4, 2022, the Sponsor advanced a further $200,000 and $125,000, respectively, to the Company for working capital needs.

March 15, 2022

, the Sponsor converted the advances to an unsecured promissory note. The Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $1,500,000. The Promissory Note is

non-interest

bearing and payable on the consummation of the Initial Public Offering.

F-22

Filing Compare · CHP Merger Corp.