Part I [Business](index=6&type=section&id=Item%201.%20Business) Coeptis Therapeutics is a biopharmaceutical company focused on developing cell therapy platforms for cancer through strategic partnerships - On October 28, 2022, Coeptis Therapeutics Holdings, Inc. acquired Coeptis Therapeutics, Inc. in a reverse merger, with Coeptis Therapeutics, Inc. being the accounting acquirer[11](index=11&type=chunk)[23](index=23&type=chunk) - The company's business model focuses on furthering its product portfolio through strategic partnerships, including in-licensing, out-licensing, and co-development in therapeutic areas like autoimmune disease and oncology[25](index=25&type=chunk) [Collaborations for Product Development](index=6&type=section&id=Collaborations%20for%20Product%20Development) R&D is driven by key collaborations for CD38-targeting therapies and the SNAP-CAR T-cell platform - Coeptis has a **50% ownership interest** in VyGen-Bio's CD38-Diagnostic and a **25% to 50% interest** in the CD38-GEAR-NK product candidate, both targeting CD38-related cancers like multiple myeloma[26](index=26&type=chunk)[32](index=32&type=chunk)[33](index=33&type=chunk) - The company entered into an exclusive license agreement with the University of Pittsburgh for the SNAP-CAR T cell technology platform, paying an initial fee of **$75,000**. This platform is being developed as a universal therapeutic for solid tumors[35](index=35&type=chunk)[37](index=37&type=chunk)[39](index=39&type=chunk) - A sponsored research agreement with the University of Pittsburgh commits **$716,714** over two years to perform pre-clinical research on the SNAP-CAR program, targeting HER2-positive solid tumors and other antigens[38](index=38&type=chunk) - The company is de-prioritizing its CPT60621 Parkinson's disease drug project with Vici Health Sciences and is negotiating a buy-out of its ownership rights[41](index=41&type=chunk) [Growth Strategy](index=10&type=section&id=Growth%20Strategy) The company's growth strategy focuses on pipeline optimization, strategic partnerships, business development, and commercialization analysis - The company's four-pronged growth strategy includes: Portfolio Optimization, Strategic Partnerships, Business Development, and Commercial Development[43](index=43&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk) [Risk Factors](index=10&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including going concern doubt, limited operating history, and material internal control weaknesses - There is substantial doubt about the company's ability to continue as a going concern, as cited by its independent registered public accounting firm, due to its need for additional capital[54](index=54&type=chunk) Risk Factors (in millions) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | **Net Loss** | $37.57 | $13.45 | | **Accumulated Deficit** | $65.74 | $27.55 | - The company received a Nasdaq Staff Deficiency Letter on December 22, 2022, for failing to maintain the minimum **$50 million** market value of listed securities, giving it until June 20, 2023, to regain compliance[101](index=101&type=chunk) - The company has identified material weaknesses in its internal control over financial reporting, including a lack of segregation of duties, no formally documented accounting policies, and an ineffective financial statement close process[103](index=103&type=chunk)[212](index=212&type=chunk)[216](index=216&type=chunk) - The company needs to obtain additional financing to continue operations and implement its business plan, with current cash on hand sufficient only into the **4th quarter of 2023** without new strategic transactions[66](index=66&type=chunk) [Unresolved Staff Comments](index=24&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments - There are no unresolved staff comments[110](index=110&type=chunk) [Properties](index=24&type=section&id=Item%202.%20Properties) The company's principal place of business is a leased office in Wexford, Pennsylvania, with the lease expiring May 31, 2024 - The company's principal place of business is leased office space in Wexford, Pennsylvania. The lease expires on **May 31, 2024**[111](index=111&type=chunk) [Legal Proceedings](index=24&type=section&id=Item%203.%20Legal%20Proceedings) The company is not involved in any pending lawsuits expected to materially affect its business or financial condition - The company reports no pending litigation that would have a material adverse effect on its business[113](index=113&type=chunk) [Mine Safety Disclosures](index=24&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[114](index=114&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=25&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock is listed on Nasdaq, and it does not anticipate paying dividends, focusing on business development - The company's common stock is listed on the Nasdaq Global Market under the symbol **"COEP"**. As of March 27, 2023, there were **20,441,036 shares** outstanding held by **119 record holders**[117](index=117&type=chunk)[118](index=118&type=chunk) - The **2022 Equity Incentive Plan** authorizes a maximum of **2,340,000 shares** of common stock for awards such as stock options, RSUs, and SARs[123](index=123&type=chunk) - The company has outstanding warrants to purchase **1,563,912 shares** at an average price of **$7.93** (assumed from the Merger) and **7,500,000 shares** at an exercise price of **$11.50 per share** (issued pre-Merger)[164](index=164&type=chunk) - The company does not anticipate paying cash dividends and intends to retain future earnings to finance business development[119](index=119&type=chunk) [Selected Financial Data](index=32&type=section&id=Item%206.%20Selected%20Financial%20Data) As a smaller reporting company, Coeptis is not required to provide information for this item - The Company is a smaller reporting company and is not required to provide information under this item[166](index=166&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company reported no revenue in 2022, with increased operating expenses and a net loss, requiring additional capital Management's Discussion and Analysis of Financial Condition and Results of Operations | Financial Metric | 2022 | 2021 | | :--- | :--- | :--- | | **Revenues** | $0 | $75,000 | | **Operating Expenses** | $34,195,965 | $14,120,932 | | **Net Loss** | ($37,574,217) | ($13,449,280) | | **Loss Per Share** | ($2.63) | ($1.23) | - The increase in operating expenses in 2022 was mainly due to warrant expense related to strategic financing costs[201](index=201&type=chunk) - Cash and cash equivalents increased from **$2.2 million** at the end of 2021 to **$3.8 million** at the end of 2022[204](index=204&type=chunk)[205](index=205&type=chunk) - The company has abandoned activities and ownership related to its two previously launched anti-hypertension products (505b2 applications) due to commercial challenges exacerbated by the COVID-19 pandemic[179](index=179&type=chunk)[180](index=180&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=37&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Coeptis is not required to provide information for this item - The Company is a smaller reporting company and is not required to provide information under this item[207](index=207&type=chunk) [Financial Statements and Supplementary Data](index=37&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The required financial statements are appended to the report, with an index provided in Item 15 - The required financial statements are appended to the report, starting on page F-1[208](index=208&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=37&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) Turner, Stone & Company, L.L.P. became the independent auditor for the consolidated company following the reverse merger - In connection with the Merger, Turner, Stone & Company, L.L.P, became the company's auditors[209](index=209&type=chunk) [Controls and Procedures](index=37&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls were ineffective due to material weaknesses in internal control over financial reporting - Management concluded that as of December 31, 2022, the company's disclosure controls and procedures were not effective[211](index=211&type=chunk) - Material weaknesses identified include: (1) lack of an implemented system of internal controls, resulting in no segregation of duties or formal accounting policies, and (2) an ineffective financial statement close process and lack of integrated IT systems[212](index=212&type=chunk)[216](index=216&type=chunk) - The company is taking steps to remediate these weaknesses by hiring additional finance personnel, engaging outside consultants, and exploring new financial systems[213](index=213&type=chunk)[214](index=214&type=chunk) [Other Information](index=38&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[216](index=216&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=39&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section details the company's leadership, board composition, independent directors, and established governance committees Directors and Executive Officers | Name | Position | | :--- | :--- | | David Mehalick | Chairman and Chief Executive Officer | | Daniel Yerace | Director and Vice President of Operations | | Christine Sheehy | Chief Financial Officer and Secretary | | Christopher Calise | Director | | Tara Maria DeSilva | Director | | Philippe Deschamps | Director | | Christopher Cochran | Director | | Gene Salkind | Director | - The Board has determined that Tara Maria DeSilva, Philippe Deschamps, Christopher Cochran, and Gene Salkind are independent directors[231](index=231&type=chunk) - The Board has three standing committees: Audit, Compensation, and Nominating and Corporate Governance, each composed of independent directors[232](index=232&type=chunk)[233](index=233&type=chunk)[235](index=235&type=chunk) [Executive Compensation](index=45&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation for 2021-2022 is detailed, including employment agreements and equity awards granted in January 2023 Executive Compensation | Name and Principal Position | Year | Salary ($) | | :--- | :--- | :--- | | David Mehalick, Chairman, CEO | 2022 | $360,000 | | | 2021 | $216,500 | | Daniel Yerace, VP of Operations | 2022 | $360,000 | | | 2021 | $205,000 | | Christine Sheehy, CFO | 2022 | $150,000 | | | 2021 | $133,500 | - Employment agreements for David Mehalick and Daniel Yerace provide for an annual salary of **$360,000** and a guaranteed bonus of **20% of base salary**[257](index=257&type=chunk)[258](index=258&type=chunk) - No equity awards were outstanding at December 31, 2022. Subsequently, in January 2023, options to purchase **1,357,500 shares** were granted under the **2022 Equity Incentive Plan**[259](index=259&type=chunk)[261](index=261&type=chunk) - No compensation was paid to non-employee directors for their service in 2021 or 2022[263](index=263&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=47&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section details beneficial ownership of common stock, including holdings by directors, officers, and greater than 5% holders Beneficial Ownership of Common Stock | Name of Beneficial Owner | Percentage Ownership | | :--- | :--- | | **Executive Officers and Directors** | | | David Mehalick | 16.15% | | Christopher Calise | 6.79% | | Officers and Directors as a Group (8 persons) | 28.45% | | **Greater than 5% Holders** | | | Lisa Pharma LLC | 7.0% | | Lena Pharma LLC | 7.0% | [Certain Relationships and Related Transactions, and Director Independence](index=48&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) This section outlines related party transactions before and after the merger, and reiterates director independence assessments - Prior to the merger, the Predecessor's sponsor purchased founder shares and was reimbursed for certain out-of-pocket expenses[272](index=272&type=chunk)[274](index=274&type=chunk) - In February 2021, David Mehalick purchased **8,000 shares** of Series B Preferred Stock from Coral Investment Partners, LP for **$1,000**, which were later exchanged for common stock in the Merger[278](index=278&type=chunk) - The company has undertaken a review and determined that directors Tara Maria DeSilva, Philippe Deschamps, Christopher Cochran, and Gene Salkind are independent[282](index=282&type=chunk) [Principal Accountant Fees and Services](index=52&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) This section discloses audit fees paid to Turner, Stone & Company, LLP for fiscal years 2021 and 2022 Principal Accountant Fees and Services | Fee Type | 2022 | 2021 | | :--- | :--- | :--- | | Audit Fees | $92,550 | $148,564 | | **Total** | **$92,550** | **$148,564** | Part IV [Exhibits and Financial Statement Schedules](index=53&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all documents filed as part of the Form 10-K, including financial statements and various exhibits - This section provides an index of all exhibits filed as part of the annual report, including the Agreement and Plan of Merger, Amended and Restated Certificate of Incorporation, and various employment and co-development agreements[308](index=308&type=chunk)[310](index=310&type=chunk) [Form 10-K Summary](index=53&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company reports no summary for this item - None[307](index=307&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=58&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor's report includes a "Going Concern" warning and identifies co-development agreements as a critical audit matter - The auditor's report includes an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern due to recurring losses and insufficient working capital[319](index=319&type=chunk) - A critical audit matter was identified related to the accounting for co-development agreements, which required a high degree of auditor judgment to evaluate management's assumptions regarding recognition, amortization, and impairment[324](index=324&type=chunk) [Consolidated Balance Sheets](index=60&type=section&id=Consolidated%20Balance%20Sheets) The consolidated balance sheet shows total assets of $7.9 million, liabilities of $3.1 million, and equity of $4.8 million for 2022 Consolidated Balance Sheets (in millions) | Balance Sheet Highlights (in millions) | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$7.92** | **$6.77** | | Cash | $3.79 | $2.18 | | Co-development options | $3.55 | $4.55 | | **Total Liabilities** | **$3.11** | **$4.41** | | Notes payable (current & long-term) | $1.65 | $4.07 | | Derivative liability warrants | $1.13 | $0 | | **Total Stockholders' Equity** | **$4.80** | **$2.35** | | Accumulated Deficit | ($65.74) | ($27.55) | [Consolidated Statements of Operations](index=61&type=section&id=Consolidated%20Statements%20of%20Operations) The company reported zero revenue and a net loss of $37.6 million in 2022, driven by increased operating expenses Consolidated Statements of Operations (in millions) | Statement of Operations (in millions) | Year Ended Dec 31, 2022 | Year Ended Dec 31, 2021 | | :--- | :--- | :--- | | Total Sales | $0.00 | $0.075 | | Gross Profit | $0.00 | $0.075 | | General and administrative expenses | $34.17 | $14.12 | | Loss from Operations | ($34.20) | ($14.05) | | **Net Loss** | **($37.57)** | **($13.45)** | | **Loss per share, basic and diluted** | **($2.63)** | **($1.23)** | [Consolidated Statements of Cash Flows](index=63&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations was $3.9 million, offset by $5.5 million from financing, ending 2022 with $3.8 million cash Consolidated Statements of Cash Flows (in millions) | Statement of Cash Flows (in millions) | Year Ended Dec 31, 2022 | Year Ended Dec 31, 2021 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | ($3.88) | ($4.49) | | Net Cash Used in Investing Activities | $0.00 | ($1.75) | | Net Cash Provided by Financing Activities | $5.49 | $8.22 | | **Net Increase in Cash** | **$1.61** | **$1.98** | | **Cash at End of Year** | **$3.79** | **$2.18** | [Notes to Consolidated Financial Statements](index=64&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes provide context on the reverse merger, going concern uncertainty, co-development agreements, capital structure, and NOLs - The financial statements have been prepared on a going concern basis, but recurring losses and an accumulated deficit of **$65.7 million** raise substantial doubt about the company's ability to continue[358](index=358&type=chunk) - The company capitalized **$5.0 million** for its co-development rights to the CD38 Assets from VyGen-Bio, which is being amortized over five years[362](index=362&type=chunk) - The company entered an exclusive license with the University of Pittsburgh for SNAP-CAR T cell technology, paying a **$75,000** fee, with future maintenance, milestone, and royalty payments required[429](index=429&type=chunk) - Public and Private Placement Warrants are classified as liabilities and re-measured to fair value each reporting period, with changes recognized in the statement of operations[343](index=343&type=chunk)[379](index=379&type=chunk)[380](index=380&type=chunk) - As of December 31, 2022, the company has approximately **$59 million** of unused net operating loss carryforwards, which are fully offset by a valuation allowance[435](index=435&type=chunk)

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, 2022 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. 001-39669 COEPTIS THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) | --- | --- | |----------- ...

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, 2022 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. 001-39669 BULL HORN HOLDINGS CORP. (Exact name of registrant as specified in its charter) British Virgin Islands 98-1465952 (State o ...

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, 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 No. 001-39669 BULL HORN HOLDINGS CORP. (Exact name of registrant as specified in its charter) | --- | --- | --- | --- | --- | --- | |-------|- ...

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 ☐ 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: 001-39669 BULL HORN HOLDINGS CORP. (Exact name of registrant as specified in its charter) | --- | --- | |---------------------------------- ...

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. 001-39669 BULL HORN HOLDINGS CORP. (Exact name of registrant as specified in its charter) British Virgin Islands 98-1465952 (State or other ...

Part I. Financial Information [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Q1 2021 financial statements reflect SPAC status, with $76.6 million assets and $14.1 million net income from warrant revaluation [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of March 31, 2021, total assets were $76.6 million, liabilities decreased to $8.8 million due to warrant revaluation Condensed Balance Sheet Highlights (unaudited) | Account | March 31, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $766,686 | $907,184 | | Marketable securities held in Trust Account | $75,753,072 | $75,751,204 | | **Total Assets** | **$76,597,369** | **$76,710,203** | | **Liabilities & Equity** | | | | Warrant liability | $6,487,500 | $20,700,000 | | Total Liabilities | $8,769,316 | $22,955,000 | | Ordinary shares subject to redemption | $62,828,052 | $48,755,202 | | Total Shareholder Equity | $5,000,001 | $5,000,001 | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) Q1 2021 net income was **$14.1 million**, primarily from a non-cash gain on warrant liability revaluation Statement of Operations Summary (unaudited) | Account | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | Operating costs | $141,518 | $0 | | Loss from operations | $(141,518) | $0 | | Change in fair value of warrant liability | $14,212,500 | $0 | | **Net income** | **$14,072,850** | **$2** | | Basic and diluted net income per share | $3.09 | $0.00 | [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash used in Q1 2021 operating activities was **$140,498**, decreasing the cash balance Cash Flow Summary (unaudited) | Cash Flow Activity | Three Months Ended March 31, 2021 | | :--- | :--- | | Net cash used in operating activities | $(140,498) | | Net cash provided by financing activities | $0 | | **Net Change in Cash** | **$(140,498)** | | Cash – Beginning | $907,184 | | Cash – Ending | $766,686 | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) Notes detail the company's SPAC nature, $75 million IPO, and warrant reclassification as fair value liabilities - The Company is a blank check company that consummated its Initial Public Offering on November 3, 2020, generating gross proceeds of **$75,000,000**, intending to focus on business combinations in the sports, entertainment, and brands sectors[25](index=25&type=chunk)[27](index=27&type=chunk) - The Company has until **May 3, 2022** (the "Combination Period") to complete a Business Combination, or it will be required to cease operations and redeem 100% of the outstanding Public Shares[39](index=39&type=chunk) - Warrants are accounted for as liabilities at fair value, with changes in fair value recognized in the statement of operations, a significant accounting policy affecting earnings[57](index=57&type=chunk) Change in Fair Value of Warrant Liabilities (Q1 2021) | | Private Placement | Public | Total Warrant Liabilities | | :--- | :--- | :--- | :--- | | Fair value as of December 31, 2020 | $10,350,000 | $10,350,000 | $20,700,000 | | Change in fair value | $(7,087,500) | $(7,125,000) | $(14,212,500) | | Fair value as of March 31, 2021 | $3,262,500 | $3,225,000 | $6,487,500 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The blank check company reported **$14.1 million** net income in Q1 2021 from warrant revaluation, holding **$75.8 million** in trust - The company is a blank check company formed to effect a business combination, with a focus on the sports, entertainment, and brands sectors[112](index=112&type=chunk)[114](index=114&type=chunk) - Net income for the three months ended March 31, 2021, was **$14,072,850**, primarily consisting of a **$14,212,500** non-cash gain from the change in fair value of warrant liability, offset by **$141,518** in operating costs[116](index=116&type=chunk) - As of March 31, 2021, the company had **$75,753,072** in marketable securities held in the trust account from its IPO and private warrant sale, intended for a future business combination[123](index=123&type=chunk) - The company accounts for warrants as a liability at fair value, with changes recognized in the statement of operations, a critical accounting policy causing financial fluctuations[131](index=131&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=22&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) As a smaller reporting company, the registrant is not required to provide market risk disclosures - Disclosure is not required for smaller reporting companies[135](index=135&type=chunk) [Controls and Procedures](index=23&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective as of March 31, 2021, due to a material weakness in warrant accounting, with remediation underway - Management concluded that disclosure controls and procedures were not effective as of March 31, 2021[139](index=139&type=chunk) - A material weakness was identified in internal control over financial reporting related to SPAC warrant accounting, following an SEC Staff statement on April 12, 2021[140](index=140&type=chunk)[141](index=141&type=chunk) - The company is implementing a remediation plan, which includes enhancing processes to identify and apply complex accounting standards and increasing communication with third-party professionals[142](index=142&type=chunk) Part II. Other Information [Legal Proceedings](index=24&type=section&id=Item%201.%20Legal%20Proceedings) The company has no legal proceedings to report - None[146](index=146&type=chunk) [Risk Factors](index=24&type=section&id=Item%201A.%20Risk%20Factors) Risks include material non-cash fluctuations from warrant liability accounting, business combination difficulty, and internal control weakness - Warrants are accounted for as derivative liabilities, and changes in their fair value could have a material effect on financial results[148](index=148&type=chunk)[150](index=150&type=chunk) - The liability accounting for warrants may adversely affect the market price of securities and could make it more difficult to find a target for a business combination[151](index=151&type=chunk)[152](index=152&type=chunk) - A material weakness in internal control over financial reporting was identified as of March 31, 2021, which could adversely affect business and operating results if not addressed[153](index=153&type=chunk)[154](index=154&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=25&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The November 2020 IPO raised **$75 million** from units and **$3.75 million** from private warrants, placing **$75.75 million** in trust - The Initial Public Offering of **7,500,000 Units** at **$10.00 per Unit** generated gross proceeds of **$75,000,000**[158](index=158&type=chunk) - A simultaneous private placement of **3,750,000 warrants** at **$1.00 per warrant** generated gross proceeds of **$3,750,000**[159](index=159&type=chunk) - A total of **$75,750,000** from the IPO and private placement was placed in the Trust Account[160](index=160&type=chunk) [Defaults Upon Senior Securities](index=25&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company has no defaults upon senior securities to report - None[163](index=163&type=chunk) [Mine Safety Disclosures](index=25&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[165](index=165&type=chunk) [Other Information](index=25&type=section&id=Item%205.%20Other%20Information) The company has no other information to report - None[167](index=167&type=chunk) [Exhibits](index=26&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report on Form 10-Q, including officer certifications and XBRL data - The report includes certifications from the Principal Executive Officer and Principal Financial Officer, as well as XBRL instance documents[170](index=170&type=chunk) Part III. Signatures - The report was duly signed on **July 30, 2021**, by **Robert Striar**, Chief Executive Officer, and **Christopher Calise**, Chief Financial Officer[173](index=173&type=chunk)[175](index=175&type=chunk)

[Part I](index=6&type=section&id=PART%20I) [Business](index=6&type=section&id=Item%201.%20Business) Bull Horn Holdings Corp. is a blank check company (SPAC) seeking an initial business combination in the sports, entertainment, and brands sectors by May 2022 - The company is a **blank check company** targeting an initial business combination in the **sports, entertainment, and brands sectors**[18](index=18&type=chunk)[23](index=23&type=chunk) Initial Public Offering (IPO) and Trust Account Details | Metric | Value | | :--- | :--- | | IPO Date | November 3, 2020 | | Units Offered | 7,500,000 | | Price per Unit | $10.00 | | Gross Proceeds from Units | $75,000,000 | | Gross Proceeds from Private Warrants | $3,750,000 | | Amount Placed in Trust Account | $75,750,000 | | Business Combination Deadline | May 3, 2022 (18 months from IPO) | - Acquisition criteria include target enterprise values between **$300 million and $900 million**, identifiable revenue over **$100 million**, and global expansion potential[37](index=37&type=chunk) - Public shareholders can redeem shares upon a business combination, with redemptions limited to maintain at least **$5,000,001** in net tangible assets[67](index=67&type=chunk)[72](index=72&type=chunk) - Failure to complete a business combination by the deadline will result in liquidation and distribution of trust account funds to public shareholders[90](index=90&type=chunk) [Risk Factors](index=20&type=section&id=Item%201A.%20Risk%20Factors) The company faces material risks including its blank check nature, uncertainty of business combination completion, conflicts of interest, and trust account fund vulnerability - The company's nature as a **blank check company with no revenue** makes target evaluation difficult[116](index=116&type=chunk) - Operational risks include the **inability to complete a business combination** within the timeframe, **retaining key personnel**, and **conflicts of interest** among management[116](index=116&type=chunk) - Financial and market risks include **inability to obtain additional financing**, **lack of a developed securities market**, and **vulnerability of trust account funds** to third-party claims[116](index=116&type=chunk) [Unresolved Staff Comments](index=20&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments - Not applicable[118](index=118&type=chunk) [Properties](index=20&type=section&id=Item%202.%20Properties) The company's executive offices in Miami Beach, Florida, are provided at no cost by its sponsor - Executive offices are located at **801 S. Pointe Drive, Suite TH-1, Miami Beach, Florida 33139**[119](index=119&type=chunk) - Office space and administrative services are provided **at no cost** by the company's sponsor[119](index=119&type=chunk) [Legal Proceedings](index=20&type=section&id=Item%203.%20Legal%20Proceedings) No litigation is currently pending or contemplated against the company or its officers and directors - To the knowledge of management, there is no pending or contemplated litigation against the company[120](index=120&type=chunk) [Mine Safety Disclosures](index=20&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Not applicable[121](index=121&type=chunk) [Part II](index=21&type=section&id=PART%20II) [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=21&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's securities trade on Nasdaq, with **$75.75 million** from IPO proceeds held in trust, and no cash dividends are intended prior to a business combination - The company's securities, including units (**BHSEU**), ordinary shares (**BHSE**), and warrants (**BHSEW**), trade on the **Nasdaq Capital Market** since late 2020[124](index=124&type=chunk) - The company has not paid and does not intend to pay **cash dividends** prior to completing its initial business combination[126](index=126&type=chunk) - Proceeds of **$75,750,000** from the IPO and private warrant sale were placed in a U.S.-based trust account[132](index=132&type=chunk) [Selected Financial Data](index=22&type=section&id=Item%206.%20Reserved) This section is reserved and contains no information [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) As a pre-revenue blank check company, the firm reported a **$67,226 net loss** in 2020, with liquidity from **$75.75 million** in trust and a **$2.25 million** deferred underwriting fee obligation - The company is a **pre-revenue blank check company** focused on organizational activities and its IPO[137](index=137&type=chunk)[140](index=140&type=chunk) Results of Operations | Period | Net Loss | Key Components | | :--- | :--- | :--- | | Year ended Dec 31, 2020 | $67,226 | Operating costs of $68,430 offset by interest income of $1,204 | | Year ended Dec 31, 2019 | $2,234 | Consisted of operating costs | - As of December 31, 2020, **$75,751,204** in marketable securities were held in the trust account, with other funds for target evaluation[147](index=147&type=chunk)[148](index=148&type=chunk) - The company has a contractual obligation for a **$2,250,000 deferred underwriting fee**, payable from the trust account upon business combination closing[153](index=153&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=24&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's market risk is minimal, as trust account funds are invested in short-term U.S. government securities or money market funds, limiting interest rate exposure - Funds in the trust account are invested in **U.S. government treasury bills** or **money market funds**, minimizing interest rate risk[158](index=158&type=chunk) [Financial Statements and Supplementary Data](index=24&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section refers to the company's financial statements and supplementary data, included after Item 15 of the report - The company's financial statements are included at the end of the report, starting on **page F-1**[159](index=159&type=chunk)[220](index=220&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=25&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[161](index=161&type=chunk) [Controls and Procedures](index=25&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective as of December 31, 2020, with no internal control report required yet for a newly public company - Management concluded the company's disclosure controls and procedures were **effective** as of December 31, 2020[163](index=163&type=chunk) - A report on internal control over financial reporting is not included due to the **transition period for newly public companies**[165](index=165&type=chunk) [Other Information](index=25&type=section&id=Item%209B.%20Other%20Information) The company reports no other information - None[167](index=167&type=chunk) [Part III](index=26&type=section&id=PART%20III) [Directors, Executive Officers and Corporate Governance](index=26&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section details the company's directors and executive officers, board committees (audit and compensation), and the adopted Code of Conduct and Ethics - The executive officers are **Robert Striar (CEO)** and **Christopher Calise (CFO)**, both serving as directors[170](index=170&type=chunk) - The board has an **audit committee** and a **compensation committee**, both with independent directors, and Mr. Wattenberg is the **audit committee financial expert**[179](index=179&type=chunk)[180](index=180&type=chunk)[181](index=181&type=chunk) - The company has adopted a **Code of Conduct and Ethics**[191](index=191&type=chunk) [Executive Compensation](index=30&type=section&id=Item%2011.%20Executive%20Compensation) No compensation is paid to the sponsor, officers, or directors prior to a business combination, though expenses are reimbursed, with post-combination fees determined by the compensation committee - **No compensation** will be paid to the sponsor, officers, or directors before the initial business combination is consummated[193](index=193&type=chunk) - Individuals will be reimbursed for **out-of-pocket expenses** incurred for company activities, including target due diligence[193](index=193&type=chunk) - Post-business combination, remaining management may receive fees as determined by the **new compensation committee**[194](index=194&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=30&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section details beneficial ownership of ordinary shares as of March 30, 2021, with the sponsor owning **20%** and other significant stockholders listed - As of March 30, 2021, the company had **9,375,000 ordinary shares outstanding**[198](index=198&type=chunk) Beneficial Ownership | Beneficial Owner | Shares Owned | Percentage of Outstanding Shares | | :--- | :--- | :--- | | Bull Horn Holdings Sponsor LLC | 1,875,000 | 20% | | All directors and executive officers as a group | 1,875,000 | 20% | | Glazer Capital, LLC | 1,066,500 | 11.4% | | Kenneth Griffin | 623,209 | 6.6% | | Mark Carhart | 600,000 | 6.4% | | Lighthouse Investment Partners | 575,000 | 6.1% | | Shaolin Capital Management LLC | 500,000 | 5.3% | [Certain Relationships and Related Transactions, and Director Independence](index=33&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) This section discloses related party transactions, including the sponsor's purchase of founder shares, repayment of a **$300,000** promissory note, potential **$1.5 million** working capital loans, and expense reimbursements - The sponsor purchased **2,156,250 founder shares** for **$25,000**, with **281,250 shares forfeited** due to non-exercise of the over-allotment option[204](index=204&type=chunk)[205](index=205&type=chunk) - The company had an unsecured promissory note with the sponsor for up to **$300,000** for offering costs, with **$194,830 repaid** at IPO closing[207](index=207&type=chunk) - The sponsor or affiliates may loan the company up to **$1,500,000** for transaction costs, convertible into warrants at **$1.00 per warrant** upon a business combination[208](index=208&type=chunk) [Principal Accountant Fees and Services](index=34&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) This section summarizes **Marcum LLP's** fees for FY 2020, totaling approximately **$43,000** for audit and **$38,000** for IPO-related services, all pre-approved Accountant Fees (Marcum LLP) for FY 2020 | Fee Category | Amount | | :--- | :--- | | Audit Fees (Annual/Quarterly) | ~$43,000 | | Audit Fees (IPO-related) | ~$38,000 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | - The audit committee **pre-approves all auditing and permitted non-audit services** performed by the auditors[217](index=217&type=chunk) [Part IV](index=35&type=section&id=PART%20IV) [Exhibits, Financial Statement Schedules](index=35&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the financial statements and an index of exhibits filed as part of the Form 10-K report - This section provides an index of the financial statements and all exhibits filed with the report[220](index=220&type=chunk)[221](index=221&type=chunk) [Form 10-K Summary](index=35&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable - Not applicable[222](index=222&type=chunk) [Financial Statements and Supplementary Data](index=36&type=section&id=Financial%20Statements%20and%20Supplementary%20Data) [Report of Independent Registered Public Accounting Firm](index=36&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) **Marcum LLP** issued an unqualified opinion on the company's financial statements for FY 2020 and 2019, confirming fair presentation in conformity with U.S. GAAP - **Marcum LLP** expressed an **unqualified audit opinion** on the company's financial statements for the fiscal years 2020 and 2019[225](index=225&type=chunk) [Financial Statements](index=37&type=section&id=Financial%20Statements) As of December 31, 2020, the company reported **$76.7 million** in total assets, **$2.26 million** in liabilities, and a **$67,226 net loss** for the year, reflecting its pre-operational SPAC status Balance Sheet Highlights (as of Dec 31) | Account | 2020 | 2019 | | :--- | :--- | :--- | | Cash | $907,184 | $505 | | Marketable securities held in Trust Account | $75,751,204 | $0 | | **Total Assets** | **$76,710,203** | **$171,545** | | Total Liabilities | $2,255,000 | $155,852 | | Ordinary shares subject to possible redemption | $69,455,198 | $0 | | **Total Shareholders' Equity** | **$5,000,005** | **$15,693** | Statement of Operations Highlights (Year ended Dec 31) | Account | 2020 | 2019 | | :--- | :--- | :--- | | Operating Costs | $68,430 | $2,234 | | Interest Income on Trust Account | $1,204 | $0 | | **Net Loss** | **($67,226)** | **($2,234)** | | Basic and diluted net loss per share | ($0.03) | ($0.00) | [Notes to Financial Statements](index=41&type=section&id=Notes%20to%20Financial%20Statements) The notes detail the company's SPAC organization, accounting policies, IPO and private placement specifics, related party transactions, commitments, and share capital structure - The company is a **blank check company** formed to complete a Business Combination by **May 3, 2022**, focusing on the **sports, entertainment, and brands sectors**[244](index=244&type=chunk)[257](index=257&type=chunk) - The company has elected the **extended transition period** for new accounting standards available to **emerging growth companies**[263](index=263&type=chunk) - The Sponsor paid **$25,000** for founder shares, repaid a promissory note for offering costs at IPO, and may provide up to **$1.5 million** in Working Capital Loans[286](index=286&type=chunk)[290](index=290&type=chunk)[292](index=292&type=chunk) - The underwriters are entitled to a **$2,250,000 deferred fee**, payable from the Trust Account upon the closing of a Business Combination[297](index=297&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 British Virgin Islands 98-1465952 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one Ordinary Share and one Redeemable Warrant BHSEU The Nasdaq Stock Market LLC Ordinary Shares BHSE The Nasdaq Stock Market LLC Warrants, each whole warrant exercisable for one-half of one Ordinary S ...