EQHA.U / EQ Health Acquisition Corp. Units, each consisting of one share of Class A common stock and one-half - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

EQHA / EQ Health Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment

SC 13G/A 1 eqha20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 EQ Health Acquisition Corporation (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 26886A101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate

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

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 Number: 001-39962 EQ HEALTH ACQUISITION CORP. (Exact name of registrant as specifie

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 09, 2023, pursuant to the provisions of Rule 12d2-2 (a).

Certificate of Amendment to the Registrant’s Amended and Restated Certificate of Incorporation

EX-3.1 2 tm2233315d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Delaware The First State Page 1 3580985 8100 Authentication: 205160716 SR# 20224341951 Date: 12-21-22 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “EQ HEALT

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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, 2022 EQ HEALTH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39962 85-2877347 (State or other jurisdiction of incorporation) (Comm

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 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 12, 2022 EQ Health Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39962 85-2877347 (State or Other Jurisdiction of Incorporation) (Co

Other Events

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 6, 2022 EQ Health Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39962 85-2877347 (State or Other Jurisdiction of Incorporation) (Commi

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Redeemable Warrants, each exercisable for one share of Common Stock at an exercise price of $11.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x 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)) x Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents 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 quarter ended September 30, 2022 ☐ 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: 001-39962

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents 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 quarter ended June 30, 2022 ☐ 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: 001-39962 EQ H

EQHA / EQ Health Acquisition Corp. / Saba Capital Management, L.P. - FORM 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. )* EQ Health Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 26886A101 (CUSIP Number) May 10, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Description of Securities

? Exhibit 4.5 DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of Class A common stock, $0.0001 par value, 10,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the material term

Promissory Note issued in favor of EQ Health Sponsor Group, LLC, a Delaware limited liability company, dated as of February 25, 2022.

Exhibit 10.19 ? THIS PROMISSORY NOTE (fHIS "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 TH

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 year ended December 31, 2021 ☐ Transition Report Pursuant to S

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

EQHA / EQ Health Acquisition 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 EQ Health Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 26886A101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): November 15, 2021 EQ Health Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39962 85-2877347 (State or Other Jurisdiction of Incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): June 23, 2021 EQ Health Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39962 85-2877347 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter 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 number: 001-39962 EQ HEALTH ACQUISITION

EQ Health Acquisition Corp. Announces Receipt of NYSE Continued Listing Standard Notice

Exhibit 99.1 EQ Health Acquisition Corp. Announces Receipt of NYSE Continued Listing Standard Notice AUSTIN, Texas, June 1, 2021 ? EQ Health Acquisition Corp. (the ?Company?) (NYSE:EQHA.U) today announced that it received a formal notice of non-compliance on May 25, 2021 from the New York Stock Exchange (the ?NYSE?) relating to the Company?s failure to timely file its Quarterly Report on Form 10-Q

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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 25, 2021 EQ Health Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39962 85-2877347 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 tm2116324d1nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-39962 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form10-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 20-F ¨ Transition Report o

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the 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 001-39962 EQ HEALTH ACQUISITION

EQ Health Acquisition Corp. Announces that Class A Common Stock and Warrants to Commence Separate Trading on or about March 22, 2021

Exhibit 99.1 EQ Health Acquisition Corp. Announces that Class A Common Stock and Warrants to Commence Separate Trading on or about March 22, 2021 AUSTIN, Texas, March 18, 2021 ? EQ Health Acquisition Corp. (the ?Company?) (NYSE:EQHA.U) today announced that holders of the Company?s units may elect to separately trade the Class A common stock and warrants included in its units commencing on or about

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 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2021 EQ Health Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39962 85-2877347 (State or Other Jurisdiction of Incorporation) (Commiss

Quarterly Report - FORM 10-Q

10-Q 1 tm219126d110q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter 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

EQ Health Acquisition Corp

SC 13G 1 eqhau20210131.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 EQ Health Acquisition Corp (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 26886A200 (CUSIP Number) January 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

EQ HEALTH ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 EQ HEALTH ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Audited Financial Statements of EQ Health Acquisition Corp.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 2, 2021 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of EQ Health Acquisition Co

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 tm215591d18k.htm FORM 8-K 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): February 2, 2021 EQ Health Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39962 85-2877347 (State or Other Juris

Indemnity Agreement, dated January 28, 2021, between the Company and Andrew Beckman (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2021).

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 28, 2021, by and between EQ Health Acquisition Corp., a Delaware corporation (the “Company”), and Andrew Beckman (“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 prov

Indemnity Agreement, dated January 28, 2021, between the Company and Benjamin Hanson (incorporated by reference to Exhibit 10.9 of the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2021).

EX-10.9 13 tm214828d1ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 28, 2021, by and between EQ Health Acquisition Corp., a Delaware corporation (the “Company”), and Benjamin M. Hanson (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, off

EQ Health Acquisition Corp. Announces Pricing of Upsized $191.1 Million Initial Public Offering

Exhibit 99.1 EQ Health Acquisition Corp. Announces Pricing of Upsized $191.1 Million Initial Public Offering AUSTIN, Texas, January 28, 2021 (GLOBE NEWSWIRE) – EQ Health Acquisition Corp. (the “Company”), today announced the pricing of its initial public offering of 19,130,400 units at a price of $10.00 per unit. The units are expected to be listed on the New York Stock Exchange and trade under th

Warrant Purchase Agreement, dated January 28, 2021, by and between the Registrant and EQ Health Sponsor Group, LLC (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2021).

Exhibit 10.4 WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of January 28, 2021, is entered into by and among EQ Health Acquisition Corp., a Delaware corporation (the “Company”), and EQ Health Sponsor Group, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company intends to consummate an init

Indemnity Agreement, dated January 28, 2021, between the Company and William W. Burke (incorporated by reference to Exhibit 10.10 of the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2021).

Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 28, 2021, by and between EQ Health Acquisition Corp., a Delaware corporation (the “Company”), and William W. Burke (“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 p

Registration and Stockholder Rights Agreement, dated January 28, 2021, by and among the Company, EQ Health Sponsor Group, LLC and certain other security holders named therein (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2021).

Exhibit 10.3 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January 28, 2021, is made and entered into by and among EQ Health Acquisition Corp., a Delaware corporation (the “Company”), EQ Health Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder o

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, 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 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2021 EQ Health Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39962 85-2877347 (State or Other Jurisdiction (Commission (IRS Employe

Indemnity Agreement, dated January 28, 2021, between the Company and Molly Cate (incorporated by reference to Exhibit 10.12 of the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2021).

Exhibit 10.12 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 28, 2021, by and between EQ Health Acquisition Corp., a Delaware corporation (the “Company”), and Molly Cate (“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 provide

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2021).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EQ HEALTH ACQUISITION CORP. January 28, 2020 EQ Health Acquisition 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 “EQ Health Acquisition Corp.” The original certificate of incorporation of the Corporation was fi

Indemnity Agreement, dated January 28, 2021, between the Company and Scott Ellyson (incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2021).

Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 28, 2021, by and between EQ Health Acquisition Corp., a Delaware corporation (the “Company”), and Scott E. Ellyson (“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 pr

Administrative Services Agreement, dated January 28, 2021, by and among the Company and EQ Capital Strategies, LLC (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2021).

Exhibit 10.5 EQ HEALTH ACQUISITION CORP. 4611 Bee Cave Road, Ste. 213 Austin, TX 78746 January 28, 2021 EQ Capital Strategies, LLC 4611 Bee Cave Road, Ste. 213 Austin, TX 78746 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between EQ Health Acquisition Corp. (the “Company”) and EQ Capital Strategies, LLC (“EQ Capital”), dated as of the date hereof, will c

Investment Management Trust Agreement, dated January 28, 2021, by and between Continental Stock Transfer and Trust Company and the Registrant (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2021).

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 28, 2021, by and between EQ Health Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statements on Form

Indemnity Agreement, dated January 28, 2021, between the Company and Clarke Heidrick (incorporated by reference to Exhibit 10.11 of the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2021).

Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 28, 2021, by and between EQ Health Acquisition Corp., a Delaware corporation (the “Company”), and Clarke Heidrick (“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 pr

Letter Agreement, dated January 28, 2021, by and among the Registrant, EQ Health Sponsor Group, LLC and each of the executive officers and directors of the Registrant (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2021).

Exhibit 10.1 January 28, 2021 EQ Health Acquisition Corporation 4611 Bee Cave Road, Ste. 213 Austin, TX 78746 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”) to be entered into by and among EQ Health Acquisition Corp., a Delaware corporation (the “Company”)

An Underwriting Agreement, dated January 28, 2021, by and between the Company and Jefferies LLC

Exhibit 1.1 19,130,400 Units EQ HEALTH ACQUISITION CORP. UNDERWRITING AGREEMENT January 28, 2021 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Introductory. EQ Health Acquisition Corp., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named

Indemnity Agreement, dated January 28, 2021, between the Company and Lewis N. Little, Jr. (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2021).

Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 28, 2021, by and between EQ Health Acquisition Corp., a Delaware corporation (the “Company”), and Lewis N. Little, Jr. (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they ar

EQ HEALTH ACQUISITION CORP. ANNOUNCES CLOSING OF UPSIZED $220 MILLION INITIAL PUBLIC OFFERING

Exhibit 99.2 FOR IMMEDIATE RELEASE Media Contact – Will Roberts [email protected] 865-951-3930 Investor Contact – Benjamin Hanson 512.619.2922 [email protected] EQ HEALTH ACQUISITION CORP. ANNOUNCES CLOSING OF UPSIZED $220 MILLION INITIAL PUBLIC OFFERING AUSTIN, Texas (February 2, 2021) – EQ Health Acquisition Corp. (the “Company”), today announced the closing of its upsized initial publ

Warrant Agreement, dated January 28, 2021, by and between Continental Stock Transfer and the Registrant (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2021).

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 28, 2021, is by and between EQ Health Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged

$191,304,000 EQ Health Acquisition Corp. 19,130,400 Units

424B4 1 tm2032154-11424b4.htm 424B4 TABLE OF CONTENTS  Filed pursuant to Rule 424(b)(4)  Registration No. 333-252080  Registration No. 333-252527 PROSPECTUS $191,304,000 EQ Health Acquisition Corp. 19,130,400 Units EQ Health Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganizat

- 8-A12B

8-A12B 1 tm214188d18a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 EQ Health Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-2877347 (State or other jurisdiction of incorporation or organiz

- S-1MEF

As filed with the Securities and Exchange Commission on January 28, 2021 Registration No.

Form of Underwriting Agreement†

EX-1.1 2 tm2032154d7ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 16,000,000 Units EQ HEALTH ACQUISITION CORP. UNDERWRITING AGREEMENT January [●], 2021 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Introductory. EQ Health Acquisition Corp., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue

- S-1/A

As filed with the U.S. Securities and Exchange Commission on January 22, 2021. Registration No. 333-252080 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EQ Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-2877347 (State or other jurisdiction

Form of Warrant Agreement between Continental Stock Transfer and Trust Company and the Registrant*

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between EQ Health Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an ini

Certificate of Amendment of the Certificate of Incorporation*

EX-3.2 3 tm2032154d5ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF EQ HEALTH ACQUISITION CORP. September 23, 2020 The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That by unanimous written consent in lieu of a meeting of the board of directors of EQ Healt

Promissory Note issued in favor of EQ Health Sponsor Group, LLC, dated September 23, 2020*

Exhibit 10.10 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 MA

Form of Letter Agreement among the Registrant, EQ Health Sponsor Group, LLC and each of the

Exhibit 10.1 EQ Health Acquisition Corporation 4611 Bee Cave Road, Ste. 213 Austin, TX 78746 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”) to be entered into by and among EQ Health Acquisition Corp., a Delaware corporation (the “Company”), and Jefferies L

Specimen Class A Common Stock Certificate*

EX-4.2 7 tm2032154d5ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER SHARES C- CUSIP SEE REVERSE FOR CERTAIN DEFINITIONS EQ HEALTH ACQUISITION 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 EQ HEALTH ACQUISITION CORP. (THE “COMPANY”) tran

Form of Warrant Purchase Agreement between the Registrant and EQ Health Sponsor Group, LLC*

Exhibit 10.7 WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of , 2021, is entered into by and among EQ Health Acquisition Corp., a Delaware corporation (the “Company”), and EQ Health Sponsor Group, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company intends to consummate an initial public

Bylaws (incorporated by reference to Exhibit 3.3 of the Company’s Amendment No. 1 to Registration Statement on Form S-1/A filed with the SEC on January 21, 2021).

Exhibit 3.4 BYLAWS OF EQ HEALTH ACQUISITION 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 Dela

- S-1/A

S-1/A 1 tm2032154-6s1a.htm S-1/A As filed with the U.S. Securities and Exchange Commission on January 21, 2021. Registration No. 333-252080 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 EQ Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-2877

Founder Shares Subscription Agreement, dated September 23, 2020, between the Registrant and William W. Burke*

Exhibit 10.4 EQ Health Acquisition Corporation 4611 Bee Cave Road, Ste. 106 Austin, TX 78746 September 23, 2020 William W. Burke 4611 Bee Cave Road Ste. 106 Austin, TX 78746 RE: Subscription Agreement for Founder Shares Ladies and Gentlemen: We are pleased to accept the offer William Burke (the “Subscriber” or “you”) has made to purchase 22,500 shares (“Founder Shares”) of Class B common stock, $0

Form of Administrative Services Agreement*

Exhibit 10.11 EQ HEALTH ACQUISITION CORP. 4611 Bee Cave Road, Ste. 213 Austin, TX 78746 , 2021 EQ Capital Strategies, LLC 4611 Bee Cave Road, Ste. 213 Austin, TX 78746 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between EQ Health Acquisition Corp. (the “Company”) and EQ Capital Strategies, LLC (“EQ Capital”), dated as of the date hereof, will confirm ou

Form of Registration and Stockholder Rights Agreement between the Registrant and certain securityholders*

EX-10.8 18 tm2032154d5ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 REGISTRATION and Stockholder RIGHTS AGREEMENT THIS REGISTRATION and Stockholder RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among EQ Health Acquisition Corp., a Delaware corporation (the “Company”), EQ Health Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”), and the under

Certificate of Incorporation*

EX-3.1 2 tm2032154d5ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF EQ HEALTH ACQUISITION CORP. THE UNDERSIGNED, acting as the incorporator of a corporation under and in accordance with the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended from time to time (the “DGCL”), hereby adopts the following Certificate of Incorporation (the “

Specimen Warrant Certificate*

Exhibit 4.3 [FACE] Number WARRANTS THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW EQ HEALTH ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP Warrant Certificate This Warrant Certificate certifies that , or its registered assigns, is the registered holder of warrant(s) evide

Specimen Unit Certificate*

Exhibit 4.1 NUMBER U- UNITS CUSIP SEE REVERSE FOR CERTAIN DEFINITIONS EQ HEALTH ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE- HALF OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 p

Form of Indemnity Agreement*

EX-10.9 19 tm2032154d5ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between EQ Health Acquisition 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

Founder Shares Subscription Agreement, dated September 23, 2020, between the Registrant and Clarke Heidrick*

Exhibit 10.5 EQ Health Acquisition Corporation 4611 Bee Cave Road, Ste. 106 Austin, TX 78746 September 23, 2020 Clarke Heidrick 4611 Bee Cave Road Ste. 106 Austin, TX 78746 RE: Subscription Agreement for Founder Shares Ladies and Gentlemen: We are pleased to accept the offer Clarke Heidrick (the “Subscriber” or “you”) has made to purchase 15,000 shares (“Founder Shares”) of Class B common stock, $

Form of Investment Management Trust Agreement between Continental Stock Transfer and Trust

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021, by and between EQ Health Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statements on Form S-1, File

Amended and Restated Promissory Note issued in favor of EQ Health Sponsor Group, LLC, dated

Exhibit 10.12 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 MA

Founder Shares Subscription Agreement, dated September 23, 2020, between the Registrant and Molly Cate*

EX-10.6 16 tm2032154d5ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 EQ Health Acquisition Corporation 405 West 14th Street Austin, Texas 78701 September 23, 2020 Molly Cate 4611 Bee Cave Road Ste. 106 Austin, TX 78746 RE: Subscription Agreement for Founder Shares Ladies and Gentlemen: We are pleased to accept the offer Molly Cate (the “Subscriber” or “you”) has made to purchase 15,000 shares (“Founder Shar

Founder Shares Subscription Agreement, dated September 23, 2020, between the Registrant and EQ Health Sponsor Group, LLC*

Exhibit 10.3 EQ Health Acquisition Corporation 4611 Bee Cave Road, Ste. 106 Austin, TX 78746 September 23, 2020 EQ Health Sponsor Group, LLC 4611 Bee Cave Road, Ste. 106 Austin, TX 78746 RE: Subscription Agreement for Founder Shares Ladies and Gentlemen: We are pleased to accept the offer EQ Health Sponsor Group, LLC (the “Subscriber” or “you”) has made to purchase 4,547,500 shares (“Founder Share

Form of Amended and Restated Certificate of Incorporation*

Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EQ HEALTH ACQUISITION CORP. , 2020 EQ Health Acquisition 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 “EQ Health Acquisition Corp.” The original certificate of incorporation of the Corporation was filed with t

Power of Attorney (included on signature page to the initial Registration Statement)

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 13, 2021 Registration No. 333-      UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EQ Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-2877347 (State or other jurisdiction of

As submitted confidentially with the U.S. Securities and Exchange Commission on October , 2020. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly

As submitted confidentially with the U.S. Securities and Exchange Commission on October , 2020. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE