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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to CHP Merger Corp - Class A
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| May 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File No. 001-39140 CHP Merger Corp. (Exact name of registrant as specified in its charte |
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| May 3, 2022 |
CHP Merger Corp. 25 Deforest Avenue, Suite 108 Summit, NJ 07901 May 3, 2022 CHP Merger Corp. 25 Deforest Avenue, Suite 108 Summit, NJ 07901 May 3, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: CHP Merger Corp. Request for Withdrawal of Registration Statement on Form S-4 (File No. 333-262735) Ladies and Gentlemen: Pursuant to Rule 477 of the Securities Act of 1933, as amended (the ?Securities |
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| May 2, 2022 |
CHPM / CHP Merger Corp / Magnetar Financial LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* CHP Merger Corp. (Name of Issuer) Common Stock - Class A (Title of Class of Securities) 12558Y106 (CUSIP Number) April 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| April 15, 2022 |
Accelus and CHP Merger Corp. Mutually Agree To Terminate Business Combination Exhibit 99.1 Accelus and CHP Merger Corp. Mutually Agree To Terminate Business Combination Palm Beach Gardens, FL / Summit, NJ, April 15, 2022 ? Integrity Implants Inc. d/b/a Accelus (?Accelus?), a privately held medical technology company focused on accelerating the adoption of minimally invasive surgery (MIS) as the standard of care in spine, and CHP Merger Corp. (?CHP?) (Nasdaq: CHPM, CHPMU and |
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| April 15, 2022 |
Exhibit 10.1 Execution Version TERMINATION AGREEMENT This Termination Agreement, dated as of April 15, 2022 (this ?Termination Agreement?) is made by and among CHP Merger Corp., a Delaware corporation (?CHP?), Accelerate Merger Sub, Inc., a Delaware corporation (?Merger Sub?), and Integrity Implants Inc., a Delaware corporation (the ?Company?) and, solely for the purposes of Section 6 and Sections |
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| April 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2022 CHP MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39140 84-2590924 (State or other jurisdiction of incorporation or organizat |
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| April 11, 2022 |
CHPM / CHP Merger Corp / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 CHP Merger Corp. (Name of Issuer) Class A common stock, par value $0.0001 (Title of Class of Securities) 12558Y106 (CUSIP Number) March 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| April 7, 2022 |
CHPM / CHP Merger Corp / Magnetar Financial LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* CHP Merger Corp. (Name of Issuer) Common Stock - Class A (Title of Class of Securities) 12558Y106 (CUSIP Number) November 30, 2021** (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| March 24, 2022 |
CHPM / CHP Merger Corp / Feis Lawrence Michael - SCHEDULE 13G Passive Investment Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2022 CHP MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39140 84-2590924 (State or other jurisdiction of incorporation or organizat |
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| March 21, 2022 |
Exhibit 10.1 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM |
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| March 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39140 CHP MERGER CORP |
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| March 11, 2022 |
Exhibit 99.1 INVESTOR PRESENTATION March 2022 Accelerating MIS Spine Culture | Technology | Accessibility DISCLAIMER AND CONFIDENTIALITY NOTICE In this presentation, ?Accelus?, the ?Company?, ?we?, ?us? and ?our? mean Integrity Implants Inc. d/b/a Accelus. All amounts are in U.S. dollars unless otherwise indicated. The information contained herein does not purport to contain all of the information |
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| March 11, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2022 CHP MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39140 84-2590924 (State or other jurisdiction of incorporation or organizat |
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| March 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2022 CHP MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39140 84-2590924 (State or other jurisdiction of incorporation or organizat |
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| March 10, 2022 |
425 1 d288841d425.htm 425 Filed by CHP Merger Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CHP Merger Corp. (File No. 001-39140) Accelus Announces Successful First Surgeries Using Remi Robotic Navigation System with LineSider Spinal System Innovative new robotic targeting and navigati |
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| March 10, 2022 |
Filed by CHP Merger Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CHP Merger Corp. (File No. 001-39140) HAPPY NEW YEAR FROM ALL OF US AT ACCELUS! 2021 proved to be an incredible year of progress for our new company, from the merger with Fusion Robotics to form Accelus to multiple produ |
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| March 1, 2022 |
Exhibit 99.1 INVESTOR PRESENTATION March 2022 Accelerating MIS Spine Culture | Technology | Accessibility DISCLAIMER AND CONFIDENTIALITY NOTICE In this presentation, ?Accelus?, the ?Company?, ?we?, ?us? and ?our? mean Integrity Implants Inc. d/b/a Accelus. All amounts are in U.S. dollars unless otherwise indicated. The information contained herein does not purport to contain all of the information |
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| March 1, 2022 |
Exhibit 99.1 INVESTOR PRESENTATION March 2022 Accelerating MIS Spine Culture | Technology | Accessibility DISCLAIMER AND CONFIDENTIALITY NOTICE In this presentation, ?Accelus?, the ?Company?, ?we?, ?us? and ?our? mean Integrity Implants Inc. d/b/a Accelus. All amounts are in U.S. dollars unless otherwise indicated. The information contained herein does not purport to contain all of the information |
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| March 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2022 CHP MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39140 84-2590924 (State or other jurisdiction of incorporation or organizati |
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| March 1, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2022 CHP MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39140 84-2590924 (State or other jurisdiction of incorporation or organizati |
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| February 15, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-4 CHP Merger Corp. Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration of Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effectiv |
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| February 15, 2022 |
As filed with the United States Securities and Exchange Commission on February 14, 2022 As filed with the United States Securities and Exchange Commission on February 14, 2022 Registration No: 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 15, 2022 |
Specimen Common Stock Certificate Exhibit 4.1 SPECIMEN COMMON STOCK CERTIFICATE NUMBER SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP ACCELUS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE OF $0.0001 PER SHARE, OF ACCELUS, INC. (THE ?COMPANY?) transferable on the books of the Company in person or by duly a |
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| February 14, 2022 |
CHPMW / CHP Merger Corp. Warrant / Ratan Capital Management LP Passive Investment OMB APPROVAL OMB Number: Expires: Estimated average burden hours per response??? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 28, 2022 |
CHPM / CHP Merger Corp / Magnetar Financial LLC - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* CHP Merger Corp. (Name of Issuer) Common Stock – Class A (Title of Class of Securities) 12558Y106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| January 27, 2022 |
CHPM / CHP Merger Corp / HIGHBRIDGE CAPITAL MANAGEMENT LLC - CHP MERGER CORP. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* CHP Merger Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 12558Y106 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule purs |
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| January 19, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2022 (January 11, 2022) CHP MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39140 84-2590924 (State or other jurisdiction of incor |
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| January 18, 2022 |
CHPM / CHP Merger Corp / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) CHP MERGER CORP. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 12558Y106 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate th |
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| January 10, 2022 |
CHPM / CHP Merger Corp / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CHP MERGER CORP. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 12558Y106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| January 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 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 No. 00 |
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| January 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 2) (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 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-3 |
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| December 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2021 (December 23, 2021) CHP MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39140 84-2590924 (State or other jurisdiction of inc |
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| December 30, 2021 |
Exhibit 2.1 SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT This SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT (the ?Amendment?), dated as of December 23, 2021, is entered into by and among each of CHP Merger Corp., a Delaware corporation (?CHP?), Accelerate Merger Sub, Inc., a Delaware corporation (?Merger Sub?), and Integrity Implants Inc., a Delaware corporation (the ?Company?). CHP, Me |
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| December 30, 2021 |
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT Exhibit 2.1 SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT This SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT (the ?Amendment?), dated as of December 23, 2021, is entered into by and among each of CHP Merger Corp., a Delaware corporation (?CHP?), Accelerate Merger Sub, Inc., a Delaware corporation (?Merger Sub?), and Integrity Implants Inc., a Delaware corporation (the ?Company?). CHP, Me |
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| December 30, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2021 (December 23, 2021) CHP MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39140 84-2590924 (State or other jurisdiction of inc |
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| December 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 2021 (December 20, 2021) CHP MERGER CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39140 84-2590924 (State or Other Jurisdiction of Incorporation) |
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| December 6, 2021 |
AMENDED AND RESTATED SPONSOR LETTER AGREEMENT Exhibit 10.1 EXECUTION VERSION AMENDED AND RESTATED SPONSOR LETTER AGREEMENT This AMENDED AND RESTATED SPONSOR LETTER AGREEMENT (this ?Agreement?), dated as of November 30, 2021, is made by and among CHP Acquisition Holdings, LLC, a Delaware limited liability company (the ?Sponsor?), a holder of CHP Merger Corp., a Delaware corporation (?CHP?) Class B Common Stock and the Other Class B Stockholder |
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| December 6, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2021 (November 30, 2021) CHP MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39140 84-2590924 (State or other jurisdiction of inco |
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| December 6, 2021 |
Exhibit 10.1 EXECUTION VERSION AMENDED AND RESTATED SPONSOR LETTER AGREEMENT This AMENDED AND RESTATED SPONSOR LETTER AGREEMENT (this ?Agreement?), dated as of November 30, 2021, is made by and among CHP Acquisition Holdings, LLC, a Delaware limited liability company (the ?Sponsor?), a holder of CHP Merger Corp., a Delaware corporation (?CHP?) Class B Common Stock and the Other Class B Stockholder |
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| December 6, 2021 |
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT Exhibit 2.1 EXECUTION VERSION FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (the ?Amendment?), dated as of November 30, 2021, is entered into by and among each of CHP Merger Corp., a Delaware corporation (?CHP?), Accelerate Merger Sub, Inc., a Delaware corporation (?Merger Sub?), and Integrity Implants Inc., a Delaware corporation (the ?Co |
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| December 6, 2021 |
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| December 6, 2021 |
Exhibit 2.1 EXECUTION VERSION FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (the ?Amendment?), dated as of November 30, 2021, is entered into by and among each of CHP Merger Corp., a Delaware corporation (?CHP?), Accelerate Merger Sub, Inc., a Delaware corporation (?Merger Sub?), and Integrity Implants Inc., a Delaware corporation (the ?Co |
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| November 24, 2021 |
false12-31000178504100017850412021-11-242021-11-240001785041chpmu:UnitsEachConsistingOfOneShareOfClassACommonStock00001ParValueAndOneHalfOfOneWarrantMember2021-11-242021-11-240001785041us-gaap:CommonClassAMember2021-11-242021-11-240001785041chpmu:WarrantsIncludedAsPartOfTheUnitsEachWholeWarrantExercisableForOneShareOfClassACommonStockAtAnExercisePriceOf1150PerShareMember2021-11-242021-11-24 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 24, 2021 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHP MERGER CORP. Pursuant to Section 242 of the Delaware General Corporation Law 1. The undersigned, being a duly authorized officer of CHP Merger Corp. (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 2. The name of the Corp |
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| November 24, 2021 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHP MERGER CORP. Pursuant to Section 242 of the Delaware General Corporation Law 1. The undersigned, being a duly authorized officer of CHP Merger Corp. (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 2. The name of the Corp |
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| November 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 24, 2021 CHP MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39140 84-2590924 (State or other jurisdiction of incorporation or organi |
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| November 24, 2021 |
CHP Merger Corp. Announces Approval of Extension Proposal Exhibit 99.1 CHP Merger Corp. Announces Approval of Extension Proposal Summit, New Jersey, 2021? CHP Merger Corp. (the ?Company?) (Nasdaq: CHPM) today announced that it held a special meeting of stockholders (the ?Special Meeting?) relating to the proposal (the ?Extension Proposal?) to amend the Company?s amended and restated certificate of incorporation to extend the date by which the Company mus |
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| November 24, 2021 |
CHP Merger Corp. Announces Approval of Extension Proposal Exhibit 99.1 CHP Merger Corp. Announces Approval of Extension Proposal Summit, New Jersey, 2021? CHP Merger Corp. (the ?Company?) (Nasdaq: CHPM) today announced that it held a special meeting of stockholders (the ?Special Meeting?) relating to the proposal (the ?Extension Proposal?) to amend the Company?s amended and restated certificate of incorporation to extend the date by which the Company mus |
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| November 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2021 CHP MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39140 84-2590924 (State or other jurisdiction of incorporation or organi |
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| November 22, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2021 CHP MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39140 84-2590924 (State or other jurisdiction of incorporation or organi |
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| November 22, 2021 |
Exhibit 99.1 CHP Merger Corp. Announces Offer of Reverse Redemptions and Per Share Premium in Connection with Vote to Extend Period to Consummate its Initial Business Combination Summit, New Jersey, 2021? CHP Merger Corp. (the ?Company?) (Nasdaq: CHPM) today announced that it will allow those holders of shares of the Company?s Class A common stock originally sold as part of the units issued in its |
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| November 22, 2021 |
Exhibit 99.1 CHP Merger Corp. Announces Offer of Reverse Redemptions and Per Share Premium in Connection with Vote to Extend Period to Consummate its Initial Business Combination Summit, New Jersey, 2021? CHP Merger Corp. (the ?Company?) (Nasdaq: CHPM) today announced that it will allow those holders of shares of the Company?s Class A common stock originally sold as part of the units issued in its |
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| November 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2021 CHP MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39140 84-2590924 (State or other jurisdiction of incorporation or organi |
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| November 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2021 CHP MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39140 84-2590924 (State or other jurisdiction of incorporation or organi |
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| November 22, 2021 |
CHP Merger Corp. Announces Adjournment of its Special Meeting Exhibit 99.1 CHP Merger Corp. Announces Adjournment of its Special Meeting Summit, New Jersey, 2021? CHP Merger Corp. (the ?Company?) (Nasdaq: CHPM) today announced that it convened and then adjourned, without conducting any other business, the Company?s special meeting of stockholders (the ?Special Meeting?) held on November 22, 2021. The Special Meeting has been adjourned until November 24, 2021 |
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| November 22, 2021 |
CHP Merger Corp. Announces Adjournment of its Special Meeting Exhibit 99.1 CHP Merger Corp. Announces Adjournment of its Special Meeting Summit, New Jersey, 2021? CHP Merger Corp. (the ?Company?) (Nasdaq: CHPM) today announced that it convened and then adjourned, without conducting any other business, the Company?s special meeting of stockholders (the ?Special Meeting?) held on November 22, 2021. The Special Meeting has been adjourned until November 24, 2021 |
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| November 18, 2021 |
Exhibit 10.2 SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this ?Agreement?), dated as of November 14, 2021, is made by and among CHP Acquisition Holdings, LLC, a Delaware limited liability company (the ?Sponsor?), a holder of CHP Merger Corp., a Delaware corporation (?CHP?) Class B Common Stock and the Other Class B Stockholders that are signatories hereto (each, a ?CHP Stockholder?, an |
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| November 18, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2021 (November 14, 2021) CHP MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39140 84-2590924 (State or other jurisdiction of inc |
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| November 18, 2021 |
Exhibit 10.1 CONFIDENTIAL TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT (this ?Agreement?) is entered into as of November 14, 2021, by and among CHP Merger Corp., a Delaware corporation (?CHP?), Integrity Implants Inc., a Delaware corporation (the ?Company?), and the undersigned parties listed under Stockholders on the signature page(s) hereto (each, a ?Stockholder? and collecti |
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| November 18, 2021 |
Exhibit 2.1 CONFIDENTIAL BUSINESS COMBINATION AGREEMENT BY AND AMONG CHP MERGER CORP., ACCELERATE MERGER SUB, INC., AND INTEGRITY IMPLANTS INC. DATED AS OF NOVEMBER 14, 2021 TABLE OF CONTENTS PAGE ARTICLE 1 CERTAIN DEFINITIONS 3 Section 1.1 Definitions 3 ARTICLE 2 MERGER 25 Section 2.1 Closing Transactions 25 Section 2.2 Closing of the Transactions Contemplated by this Agreement 27 Section 2.3 All |
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| November 18, 2021 |
Exhibit 10.2 SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this ?Agreement?), dated as of November 14, 2021, is made by and among CHP Acquisition Holdings, LLC, a Delaware limited liability company (the ?Sponsor?), a holder of CHP Merger Corp., a Delaware corporation (?CHP?) Class B Common Stock and the Other Class B Stockholders that are signatories hereto (each, a ?CHP Stockholder?, an |
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| November 18, 2021 |
Exhibit 10.1 CONFIDENTIAL TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT (this ?Agreement?) is entered into as of November 14, 2021, by and among CHP Merger Corp., a Delaware corporation (?CHP?), Integrity Implants Inc., a Delaware corporation (the ?Company?), and the undersigned parties listed under Stockholders on the signature page(s) hereto (each, a ?Stockholder? and collecti |
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| November 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2021 (November 14, 2021) CHP MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39140 84-2590924 (State or other jurisdiction of inc |
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| November 18, 2021 |
Exhibit 10.3 INVESTORS? RIGHTS AGREEMENT This INVESTORS? RIGHTS AGREEMENT (this ?Agreement?), dated as of November 14, 2021, is made and entered into by and among CHP Merger Corp., a Delaware corporation (the ?Company?), and CHP Acquisition Holdings, LLC, a Delaware limited liability company (the ?Sponsor?), the undersigned parties listed under Sponsor Group Holders on the signature page(s) (inclu |
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| November 18, 2021 |
EX-10.3 5 brhc10030996ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 INVESTORS’ RIGHTS AGREEMENT This INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), dated as of November 14, 2021, is made and entered into by and among CHP Merger Corp., a Delaware corporation (the “Company”), and CHP Acquisition Holdings, LLC, a Delaware limited liability company (the “Sponsor”), the undersigned parties listed under Sponsor |
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| November 18, 2021 |
Exhibit 2.1 CONFIDENTIAL BUSINESS COMBINATION AGREEMENT BY AND AMONG CHP MERGER CORP., ACCELERATE MERGER SUB, INC., AND INTEGRITY IMPLANTS INC. DATED AS OF NOVEMBER 14, 2021 TABLE OF CONTENTS PAGE ARTICLE 1 CERTAIN DEFINITIONS 3 Section 1.1 Definitions 3 ARTICLE 2 MERGER 25 Section 2.1 Closing Transactions 25 Section 2.2 Closing of the Transactions Contemplated by this Agreement 27 Section 2.3 All |
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| November 15, 2021 |
Exhibit 99.1 Accelus, an Emerging Leader in Minimally Invasive Spine Surgery, and CHP Merger Corp. Announce Proposed Business Combination ? Transaction expected to combine Accelus and CHP Merger Corp., a leading healthcare-focused SPAC. ? The pro-forma enterprise value of the business combination would be approximately $482 million. ? Chris Walsh, Accelus CEO and Co-Founder, will become CEO of the |
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| November 15, 2021 |
Accelus Investor Presentation Transcript Exhibit 99.3 Accelus Investor Presentation Transcript Transcribed By: FINSIGHT 530 7th Avenue New York, NY 10018 DISCLAIMER: FINSIGHT makes every effort to ensure an accurate transcription. Enclosed is the output of transcribing from an audio recording. Although the transcription is largely accurate, in some cases, it may be incomplete or inaccurate due to inaudible passages or transcription error |
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| November 15, 2021 |
Accelus Investor Presentation Transcript Exhibit 99.3 Accelus Investor Presentation Transcript Transcribed By: FINSIGHT 530 7th Avenue New York, NY 10018 DISCLAIMER: FINSIGHT makes every effort to ensure an accurate transcription. Enclosed is the output of transcribing from an audio recording. Although the transcription is largely accurate, in some cases, it may be incomplete or inaccurate due to inaudible passages or transcription error |
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| November 15, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2021 CHP MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39140 84-2590924 (State or other jurisdiction of incorporation or organi |
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| November 15, 2021 |
Exhibit 99.2 INVESTOR PRESENTATION November 2021Accelerating MIS SpineCulture | Technology | Accessibility Filed by CHP Merger Corp. pursuant to Rule 425 underthe Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934Subject Company: CHP Merger Corp. (File No. 001-39140) DISCLAIMER AND CONFIDENTIALITY NOTICE ?2021 ACCELUS ALL RIGHTS RESERVED. CONF |
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| November 15, 2021 |
Exhibit 99.1 Accelus, an Emerging Leader in Minimally Invasive Spine Surgery, and CHP Merger Corp. Announce Proposed Business Combination ? Transaction expected to combine Accelus and CHP Merger Corp., a leading healthcare-focused SPAC. ? The pro-forma enterprise value of the business combination would be approximately $482 million. ? Chris Walsh, Accelus CEO and Co-Founder, will become CEO of the |
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| November 15, 2021 |
Filed by CHP Merger Corp. pursuant to Rule 425 under Filed by CHP Merger Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CHP Merger Corp. (File No. 001-39140) Subject: Big News for Accelus Good morning Accelus Team, I have fantastic news to share. This morning, Accelus announced (https://www.globenewswire.com/news-release/2021/11/15/233427 |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 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 No. 001-39140 CHP MERGER C |
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| November 15, 2021 |
Exhibit 99.2 INVESTOR PRESENTATION November 2021Accelerating MIS SpineCulture | Technology | Accessibility Filed by CHP Merger Corp. pursuant to Rule 425 underthe Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934Subject Company: CHP Merger Corp. (File No. 001-39140) DISCLAIMER AND CONFIDENTIALITY NOTICE ?2021 ACCELUS ALL RIGHTS RESERVED. CONF |
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| November 15, 2021 |
Filed by CHP Merger Corp. pursuant to Rule 425 under Filed by CHP Merger Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CHP Merger Corp. (File No. 001-39140) Accelus / CHP Merger Corp Business Combination FAQs Accelus has announced an agreement to combine with a Special Purpose Acquisition Company, or SPAC, called CHP Merger Corp. (Nasdaq |
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| November 15, 2021 |
Filed by CHP Merger Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: CHP Merger Corp. (File No. 001-39140) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of |
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| November 12, 2021 |
CHPM / CHP Merger Corp / HIGHBRIDGE CAPITAL MANAGEMENT LLC - CHP MERGER CORP. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CHP Merger Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 12558Y106 (CUSIP Number) November 5, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant |
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| November 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 29, 2021 CHP MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39140 84-290924 (State or other jurisdiction of incorporation) (Commission File N |
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| October 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14-A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ? ? De |
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| September 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14-A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? Check the appropriate box: ? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ?? ? ? De |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 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 No. 001-39140 CHP MERGER CORP. |
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| August 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 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 No. 001-39140 CHP MERGER CORP. |
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| July 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (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 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-3 |
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| May 28, 2021 |
CHP Merger Corp. Provides Update on Periodic Reporting Exhibit 99.1 CHP Merger Corp. Provides Update on Periodic Reporting New Jersey, May 28, 2021?As previously announced on May 21, 2021, CHP Merger Corp. (Nasdaq: CHPM) (the ?Company?) has determined to restate its 2019 and 2020 financial statements (the ?Non-Reliance Periods?) in light of the U.S. Securities and Exchange Commission?s (the ?SEC?) recently issued ?Staff Statement on Accounting and Rep |
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| May 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 28, 2021 (May 26, 2021) CHP MERGER CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39140 84-290924 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 21, 2021 (May 17, 2021) CHP MERGER CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-39140 84-290924 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 10-Q ? Transition Report on Form 20-F ? Transition Report on Form 11-K For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| March 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39140 CHP MERGER CORP |
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| March 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 16, 2021 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) CHP Merger Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 12558Y106 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CHP Merger Corp. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 12558Y106 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CHP MERGER CORP. (Name of Issuer) UNITS (Title of Class of Securities) 12558Y205 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f |
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| February 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) CHP MERGER CORP. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 12558Y106 (CUSIP Number) DECEMBER 31, 2020 (Date of event which requires filing of this statement) Check the appropriate box to designate th |
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| February 3, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) * Under the Securities Exchange Act of 1934 CHP Merger Corp. (Name of Issuer) Warrant (Title of Class of Securities) 12558Y114 (CINS Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: X Rule |
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| February 1, 2021 |
SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* CHP Merger Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 12558Y106 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de |
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| November 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39140 CHP MERGER C |
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| August 12, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39140 CHP MERGER CORP. |
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| May 12, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39140 CHP MERGER CORP. |
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| March 23, 2020 |
CHPMU / CHP Merger Corp. Unit 10-K - Annual Report - 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39140 CHP MERGER CORP |
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| March 23, 2020 |
Exhibit 4.5 DESCRIPTION OF SECURITIES The following description of the securities of CHP Merger Corp. (the "company," "we" or "us") is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company's amended and restated certificate of incorporation, bylaws and the Company's warrant agreement with Continental Stock Transfer & Trust company |
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| February 14, 2020 |
12558Y205 / STOCK UNIT / Hgc Investment Management Inc. - FORM SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 CHP Merger Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 12558Y205 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi |
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| February 13, 2020 |
CHPMU / CHP Merger Corp. Unit / UBS OCONNOR LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CHP Merger Corp. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 12558Y106 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
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| February 13, 2020 |
12558Y205 / STOCK UNIT / Magnetar Financial LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CHP MERGER CORP. (Name of Issuer) UNITS (Title of Class of Securities) 12558Y205 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi |
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| February 12, 2020 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CHP Merger Corp. (Name of Issuer) Units (Title of Class of Securities) 12558Y205 (CINS Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: X Rule 13d-1(b) Rule 13d-1(c |
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| February 7, 2020 |
CHPMU / CHP Merger Corp. Unit / CHP Acquisition Holdings LLC - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 CHP Merger Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 12558Y106 (CUSIP Number) December 31, 2019 (Date o |
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| January 14, 2020 |
CHPMU / CHP Merger Corp. Unit / Linden Capital L.P. - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CHP Merger Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 12558Y106 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de |
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| January 9, 2020 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2020 CHP MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39140 84-2590924 (State or other jurisdiction of incorporation or organiza |
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| January 9, 2020 |
Exhibit 99.1 CHP Merger Corp. Announces the Separate Trading of its Shares of Class A Common Stock and Warrants Commencing January 10, 2020 New York, January 9, 2020—CHP Merger Corp. (Nasdaq: CHPMU) (the “Company”) announced that, commencing January 10, 2020, holders of the units sold in the Company’s initial public offering of 30,000,000 units, completed on November 26, 2019, may elect to separat |
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| December 4, 2019 |
EX-99.A EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A common stock of CHP Merger Corp. dated as of November 26, 2019 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exc |
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| December 4, 2019 |
CHPMU / CHP Merger Corp. Unit / Linden Capital L.P. - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CHP Merger Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 12558Y205 (CUSIP Number) November 26, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig |
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| December 3, 2019 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 26, 2019 CHP MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39140 83-4629508 (State or other jurisdiction of incorporation or organi |
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| December 3, 2019 |
EXHIBIT 99.1 INDEX TO FINANCIAL STATEMENTS PAGE Report of Independent Registered Public Accounting Firm F-2 Financial Statements: Balance Sheet as of November 26, 2019 F-3 Notes to Financial Statement F-4 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 bal |
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| December 2, 2019 |
CHPMU / CHP Merger Corp. Unit / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CHP MERGER CORP. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 12558Y205** (CUSIP Number) NOVEMBER 22, 2019 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant |
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| November 27, 2019 |
Exhibit 10.1 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of November 21, 2019, is entered into by and among CHP Merger Corp., a Delaware corporation (the “Company”), and CHP Acquisition Holdings LLC, a Delaware limited liability comp |
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| November 27, 2019 |
CHP MERGER CORP. 27,500,000 Units Underwriting Agreement Exhibit 1.1 CHP MERGER CORP. 27,500,000 Units Underwriting Agreement November 21, 2019 J.P. Morgan Securities LLC Credit Suisse Securities (USA) LLC Morgan Stanley & Co. LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New Y |
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| November 27, 2019 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 21, 2019, is made and entered into by and among CHP Merger Corp., a Delaware corporation (the “Company”), and CHP Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page hereto (each suc |
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| November 27, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2019 CHP MERGER CORP. (Exact name of registrant as specified in its charter) Delaware 001-39140 83-4629508 (State or other jurisdiction of incorporation or organi |
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| November 27, 2019 |
Exhibit 10.4 November 21, 2019 CHP Merger Corp. 25 Deforest Avenue, Suite 108 Summit, NJ 07901 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among CHP Merger Corp., a Delaware corporation (the “Company”), |
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| November 27, 2019 |
Exhibit 4.1 WARRANT AGREEMENT between CHP MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 21, 2019, is by and between CHP Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”; also referred to he |
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| November 27, 2019 |
Exhibit 10.5 CHP Merger Corp. 25 Deforest Avenue, Suite 108 Summit, NJ 07901 November 21, 2019 Concord Health Partners LLC 25 Deforest Avenue, Suite 108 Summit, NJ 07901 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between CHP Merger Corp., a Delaware corporation (the “Company”), and Concord Health Partners LLC, a Delaware limited liability company (the “Provider”) |
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| November 27, 2019 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 21, 2019, by and between CHP Merger Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statements on Form S-1, Nos. 333-234413 and 333- |
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| November 27, 2019 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHP MERGER CORP. November 21, 2019 CHP Merger Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “CHP Merger Corp.” The original certificate of incorporation of the Corporation was filed with the Secretary of State |
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| November 27, 2019 |
CHP Merger Corp. Announces Pricing of $275 Million Initial Public Offering Exhibit 99.1 CHP Merger Corp. Announces Pricing of $275 Million Initial Public Offering SUMMIT, NJ, Nov. 22, 2019 - CHP Merger Corp. (the “Company”), a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, today announced the pricing of its initial public o |
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| November 27, 2019 |
Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 21, 2019, by and between CHP Merger Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protec |
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| November 25, 2019 |
CHP MERGER CORP. $275,000,000 27,500,000 Units TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-234413 PROSPECTUS CHP MERGER CORP. $275,000,000 27,500,000 Units CHP Merger Corp. is a newly incorporated blank check company 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 as |
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| November 21, 2019 |
CHPMU / CHP Merger Corp. Unit S-1MEF - - S-1MEF As filed with the Securities and Exchange Commission on November 21, 2019 Registration No. |
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| November 19, 2019 |
CHPMU / CHP Merger Corp. Unit CORRESP - - November 19, 2019 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Electronics and Machinery 100 F Street, N. |
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| November 19, 2019 |
CHPMU / CHP Merger Corp. Unit CORRESP - - CHP Merger Corp. 25 Deforest Avenue, Suite 108 Summit, NJ 07901 November 19, 2019 VIA EDGAR Office of Real Estate & Construction Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tim Buchmiller and Russell Mancuso Re: CHP Merger Corp. Registration Statement on Form S-1 File No. 333-234413 Ladies and Gentlemen: Pursuant to Rule 4 |
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| November 18, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CHP MERGER CORP. |
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| November 13, 2019 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CHP MERGER CORP. [●], 2019 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHP MERGER CORP. [?], 2019 CHP Merger Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?CHP Merger Corp.? The original certificate of incorporation of the Corporation was filed with the Secretary of State of the S |
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| November 13, 2019 |
As filed with the U.S. Securities and Exchange Commission on November 13, 2019 As filed with the U.S. Securities and Exchange Commission on November 13, 2019 Registration No. 333-234413 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CHP Merger Corp. (Exact name of registrant as specified in its charter) Delaware 6770 84-2590924 (State or other Jurisdiction of Incorpor |
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| October 31, 2019 |
INVESTMENT MANAGEMENT TRUST AGREEMENT Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2019, by and between CHP Merger Corp, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333-[?] (the ?Registration St |
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| October 31, 2019 |
Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 12558Y 106 CHP MERGER CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF CHP MERGER CORP. (THE ?CORPORATION?) transferable on the books of the Corporation in perso |
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| October 31, 2019 |
NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 12558Y 205 CHP MERGER CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THATis the owner ofUnits. Each Unit (?Unit?) consists of one (1) share of Class A common stock, par value $ |
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| October 31, 2019 |
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2019, is made and entered into by and among CHP Merger Corp., a Delaware corporation (the ?Company?), and CHP Acquisition Holdings LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Holders on the signature page hereto (each such party, |
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| October 31, 2019 |
TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on October 31, 2019 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CHP Merger Corp. (Exact name of registrant as specified in its charter) Delaware 6770 84-2590924 (State or other jurisdiction of incorporation or |
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| October 31, 2019 |
CHP MERGER CORP. 25,000,000 Units Underwriting Agreement Exhibit 1.1 CHP MERGER CORP. 25,000,000 Units Underwriting Agreement [?], 2019 J.P. Morgan Securities LLC Credit Suisse Securities (USA) LLC Morgan Stanley & Co. LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 1001 |
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| October 31, 2019 |
Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of , 2019, by and between CHP Merger Corp., a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection throug |
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| October 31, 2019 |
CHP Merger Corp. 25 Deforest Avenue, Suite 108 Summit, NJ 07901 Exhibit 10.5 CHP Merger Corp. 25 Deforest Avenue, Suite 108 Summit, NJ 07901 August 7, 2019 CHP Acquisition Holdings LLC 25 Deforest Avenue, Suite 108 Summit, NJ 07901 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer CHP Acquisition Holdings LLC (the ?Subscriber? or ?you?) has made to purchase 7,187,500 shares of Class B common stock (the ?Shares?), $0 |
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| October 31, 2019 |
Exhibit 10.2 [?], 2019 CHP Merger Corp. 25 Deforest Avenue, Suite 108 Summit, NJ 07901 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and among CHP Merger Corp., a Delaware corporation (the ?Company?), and J.P |
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| October 31, 2019 |
Exhibit 4.4 WARRANT AGREEMENT between CHP MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2019, is by and between CHP Merger Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?; also referred to herein as |
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| October 31, 2019 |
Consent to be Named as a Director Nominee Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by CHP Merger Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of CHP Merger Corp. in t |
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| October 31, 2019 |
Consent to be Named as a Director Nominee Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by CHP Merger Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of CHP Merger Corp. in t |
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| October 31, 2019 |
Consent to be Named as a Director Nominee Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by CHP Merger Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of CHP Merger Corp. in t |
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| October 31, 2019 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF CHP MERGER CORP. July 31, 2019 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the ?Certificate?), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is CHP Merger Corp. (the ?Corporation?). ARTICLE II PURPOSE The |
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| October 31, 2019 |
Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHP MERGER CORP. [?], 2019 CHP Merger Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?CHP Merger Corp.? The original certificate of incorporation of the Corporation was filed with the Secretary of State of the S |
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| October 31, 2019 |
CHP Merger Corp. 25 Deforest Avenue, Suite 108 Summit, NJ 07901 Exhibit 10.8 CHP Merger Corp. 25 Deforest Avenue, Suite 108 Summit, NJ 07901 [?], 2019 Concord Health Partners LLC 25 Deforest Avenue, Suite 108 Summit, NJ 07901 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between CHP Merger Corp., a Delaware corporation (the ?Company?), and Concord Health Partners LLC, a Delaware limited liability company (the ?Provider?), dated |
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| October 31, 2019 |
Exhibit 10.1 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM |
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| October 31, 2019 |
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of [?], 2019, is entered into by and among CHP Merger Corp., a Delaware corporation (the ?Company?), and CHP Acquisition Holdings LLC, a Delaware limited liability company (the |
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| October 31, 2019 |
Exhibit 3.3 BY LAWS OF CHP MERGER CORP. (THE ?CORPORATION?) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s registered agent in Delaware. Sect |
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| October 11, 2019 |
CHP MERGER CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] CHP MERGER CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF CHP MERGER CORP. (THE ?CORPORATION?) transferable on the books of the Corporation in person or by |
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| October 11, 2019 |
CHP Merger Corp. 25 Deforest Avenue, Suite 108 Summit, NJ 07901 Exhibit 10.8 CHP Merger Corp. 25 Deforest Avenue, Suite 108 Summit, NJ 07901 [?], 2019 Concord Health Partners LLC 25 Deforest Avenue, Suite 108 Summit, NJ 07901 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between CHP Merger Corp., a Delaware corporation (the ?Company?), and Concord Health Partners LLC, a Delaware limited liability company (the ?Provider?), dated |
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| October 11, 2019 |
TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on October 11, 2019 as Amendment No. |
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| October 11, 2019 |
WARRANT AGREEMENT CHP MERGER CORP. CONTINENTAL STOCK TRANSFER & TRUST COMPANY Exhibit 4.4 WARRANT AGREEMENT between CHP MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2019, is by and between CHP Merger Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?; also referred to herein as |
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| October 11, 2019 |
Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of , 2019, by and between CHP Merger Corp., a Delaware corporation (the ?Company?), and (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection throug |
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| October 11, 2019 |
CHPMU / CHP Merger Corp. Unit DRSLTR - - ROPES & GRAY LLP 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036-8704 WWW.ROPESGRAY.COM October 11, 2019 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Electronics and Machinery 100 F Street, N.E. Washington, D.C. 20549 Attention: Tim Buchmiller/ Russell Mancuso – Legal Jeanne Bennett/ Brian Cascio – Accounting Re: CHP Merger Corp. Amendment No. 1 to Dra |
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| October 11, 2019 |
NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [?] CHP MERGER CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND [?] OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THATis the owner ofUnits. Each Unit (?Unit?) consists of one (1) share of Class A common stock, par value $0.0001 per s |
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| October 11, 2019 |
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2019, is made and entered into by and among CHP Merger Corp., a Delaware corporation (the ?Company?), and CHP Acquisition Holdings LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Holders on the signature page hereto (each such party, |
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| October 11, 2019 |
Exhibit 10.2 [?], 2019 CHP Merger Corp. 25 Deforest Avenue, Suite 108 Summit, NJ 07901 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and among CHP Merger Corp., a Delaware corporation (the ?Company?), and J.P |
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| October 11, 2019 |
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of [?], 2019, is entered into by and among CHP Merger Corp., a Delaware corporation (the ?Company?), and CHP Acquisition Holdings LLC, a Delaware limited liability company (the |
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| September 20, 2019 |
TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on September 20, 2019 as Amendment No. |
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| September 20, 2019 |
WARRANT AGREEMENT CHP MERGER CORP. CONTINENTAL STOCK TRANSFER & TRUST COMPANY Exhibit 4.4 WARRANT AGREEMENT between CHP MERGER CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2019, is by and between CHP Merger Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?; also referred to herein as |
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| September 20, 2019 |
BY LAWS CHP MERGER CORP. (THE “CORPORATION”) ARTICLE I Exhibit 3.3 BY LAWS OF CHP MERGER CORP. (THE ?CORPORATION?) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s registered agent in Delaware. Sect |
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| September 20, 2019 |
Exhibit 10.1 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COM |
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| September 20, 2019 |
INVESTMENT MANAGEMENT TRUST AGREEMENT Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2019, by and between CHP Merger Corp, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, No. 333-[?] (the ?Registration St |
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| September 20, 2019 |
CHP Merger Corp. 25 Deforest Avenue, Suite 108 Summit, NJ 07901 Exhibit 10.5 CHP Merger Corp. 25 Deforest Avenue, Suite 108 Summit, NJ 07901 August 7, 2019 CHP Acquisition Holdings LLC 25 Deforest Avenue, Suite 108 Summit, NJ 07901 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer CHP Acquisition Holdings LLC (the ?Subscriber? or ?you?) has made to purchase 7,187,500 shares of Class B common stock (the ?Shares?), $0 |
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| September 20, 2019 |
CHPMU / CHP Merger Corp. Unit DRSLTR - - ROPES & GRAY LLP 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036-8704 WWW.ROPESGRAY.COM September 20, 2019 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Electronics and Machinery 100 F Street, N.E. Washington, D.C. 20549 Attention: Tim Buchmiller/ Russell Mancuso – Legal Jeanne Bennett/ Brian Cascio – Accounting Re: CHP Merger Corp. Draft Registration S |
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| September 20, 2019 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CHP MERGER CORP. [●], 2019 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CHP MERGER CORP. [?], 2019 CHP Merger Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?CHP Merger Corp.? The original certificate of incorporation of the Corporation was filed with the Secretary of State of the S |
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| September 20, 2019 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF CHP MERGER CORP. July 31, 2019 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the ?Certificate?), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is CHP Merger Corp. (the ?Corporation?). ARTICLE II PURPOSE The |
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| August 19, 2019 |
TABLE OF CONTENTS This is a confidential draft submission to the United States Securities and Exchange Commission on August 16, 2019 under the Securities Act of 1933, as amended. |
