Shape S-3 Attractiveness Well being Co

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As filed with the Securities and Change Fee on August 24, 2022

Registration No. 333-[ l ]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

The Attractiveness Well being Corporate

(Precise title of registrant as laid out in its constitution)

2165 Spring Boulevard

Lengthy Seaside, CA 90806

(800) 603-4996 

(Cope with, together with zip code, and phone quantity, together with house code, of registrant’s important govt places of work)

Liyuan Woo

Leader Monetary Officer

The Attractiveness Well being Corporate

2165 Spring Boulevard

Lengthy Seaside, CA 90806

(Title, cope with, together with zip code, and phone quantity, together with house code, of agent for carrier)

Copies to:

Brent T. Epstein, Esq.

Latham & Watkins LLP

10250 Constellation Blvd., Suite 1100

Los Angeles, California 90067

(424) 654-5500 

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Once in a while after the tremendous date of this registration observation.

If the one securities being registered in this Shape are being introduced pursuant to dividend or curiosity reinvestment plans, please test the next field. ☐

If any of the securities being registered in this Shape are to be introduced on a behind schedule or steady foundation pursuant to Rule 415 below the Securities Act of 1933, rather than securities introduced most effective in reference to dividend or curiosity reinvestment plans, test the next field. ☒

If this Shape is filed to sign up further securities for an providing pursuant to Rule 462(b) below the Securities Act, please test the next field and checklist the Securities Act registration observation collection of the sooner tremendous registration observation for a similar providing. ☐

If this Shape is a post-effective modification filed pursuant to Rule 462(c) below the Securities Act, test the next field and checklist the Securities Act registration observation collection of the sooner tremendous registration observation for a similar providing. ☐

If this Shape is a registration observation pursuant to Normal Instruction I.D. or a post-effective modification thereto that shall transform tremendous upon submitting with the Fee pursuant to Rule 462(e) below the Securities Act, test the next field. ☐

If this Shape is a post-effective modification to a registration observation filed pursuant to Normal Instruction I.D. filed to sign up further securities or further categories of securities pursuant to Rule 413(b) below the Securities Act, test the next field. ☐

Point out by way of test mark whether or not the registrant is a big sped up filer, an sped up filer, a non-accelerated filer, a smaller reporting corporate, or an rising expansion corporate. See the definitions of “huge sped up filer,” “sped up filer,” “smaller reporting corporate” and “rising expansion corporate” in Rule 12b-2 of the Change Act.

If an rising expansion corporate, point out by way of test mark if the registrant has elected to not use the prolonged transition length for complying with any new or revised monetary accounting requirements equipped pursuant to Segment 7(a)(2)(B) of Securities Act. ☐

The registrant hereby amends this registration observation on such date or dates as is also important to extend its tremendous date till the registrant shall document an additional modification which in particular states that this registration observation shall thereafter transform tremendous based on Segment 8(a) of the Securities Act of 1933 or till the registration observation shall transform tremendous on such date because the Fee, performing pursuant to mentioned Segment 8(a), would possibly resolve.

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The tips on this initial prospectus isn’t whole and is also modified. We would possibly not promote those securities till the registration observation filed with the Securities and Change Fee is efficacious. This initial prospectus isn’t an be offering to promote those securities and it isn’t soliciting an be offering to shop for those securities in any jurisdiction the place the be offering or sale isn’t approved.

SUBJECT TO COMPLETION, DATED August 24, 2022

PROSPECTUS FOR

65,618 SHARES OF CLASS A COMMON STOCK

OF

THE BEAUTY HEALTH COMPANY

This prospectus pertains to the resale or different disposition once in a while of as much as an mixture of 65,618 stocks of Magnificence A commonplace inventory, par worth $0.0001 in line with proportion (the “Magnificence A Not unusual Inventory”), of The Attractiveness Well being Corporate by way of the safety holders named on this prospectus (every a “Registered Holder” and, jointly, the “Registered Holders”). The Registered Holders jointly gained 65,618 stocks of our Magnificence A Not unusual Inventory, the place such stocks had been issued to the Registered Holders as a part of a operating capital adjustment in reference to the Merger (as outlined underneath).

On Would possibly 4, 2021, we consummated the transactions pondered by way of that positive Settlement and Plan of Merger, dated as of December 8, 2020 (the “Merger Settlement”), by way of and amongst Vesper Healthcare Acquisition Corp., a Delaware company (“Vesper”), Hydrate Merger Sub II, LLC, a Delaware restricted legal responsibility corporate and wholly owned subsidiary of the Corporate (“Merger Sub II”), LCP Edge Intermediate, Inc., a Delaware company and oblique father or mother of Edge Methods LLC d/b/a The HydraFacial Corporate (“HydraFacial”), and LCP Edge Holdco, LLC (“LCP,” and, in its capability because the stockholders’ consultant, the “Stockholders’ Consultant”). As pondered by way of the Merger Settlement, (i) Merger Sub I merged with and into Hydrafacial, with HydraFacial proceeding because the surviving company (the “First Merger”); and (ii) right away following the First Merger and as a part of the similar total transaction because the First Merger, Hydrafacial merged with and into Merger Sub II, with Merger Sub II proceeding because the surviving entity (the “2nd Merger” and, along with the First Merger, the “Mergers”) (the transactions set forth within the Merger Settlement, together with the Mergers, represent the “Industry Aggregate”). Vesper additionally modified its title to “The Attractiveness Well being Corporate”.

The Registered Holders would possibly be offering stocks of our Magnificence A Not unusual Inventory once in a while in a variety of alternative ways and at various costs. For more info on conceivable strategies of be offering and sale by way of the Registered Holders, seek advice from the segment of this prospectus entitled “Plan of Distribution.”

The Registered Holders will obtain all proceeds from the resale of stocks of our Magnificence A Not unusual Inventory hereunder, and subsequently, we can no longer obtain any proceeds from the resale of such stocks.

We will be able to undergo all prices, bills and costs in reference to the registration of the stocks of Magnificence A Not unusual Inventory. The Registered Holders will undergo all commissions and reductions, if any, as a consequence of their respective gross sales of the stocks of Magnificence A Not unusual Inventory.

Our Magnificence A Not unusual Inventory is indexed at the Nasdaq Capital Marketplace (“Nasdaq”) below the ticker image “SKIN”. On August 23, 2022, the remaining sale value of our Magnificence A Not unusual Inventory as reported by way of Nasdaq was once $11.91 in line with proportion.

Neither the Securities and Change Fee nor any state securities fee has authorized or disapproved of the securities to be issued below this prospectus or made up our minds if this prospectus is honest or whole. Any illustration on the contrary is a crime.

The date of this prospectus is                         .

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TABLE OF CONTENTS

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ABOUT THIS PROSPECTUS

This prospectus is a part of a registration observation that we filed with the U.S. Securities and Change Fee (the “SEC”) the usage of a “shelf” registration procedure. Via the usage of a shelf registration observation, the Registered Holders named on this prospectus would possibly, once in a while, promote the securities described on this prospectus in a number of choices as described on this prospectus. To the level important, every time that the Registered Holders be offering and promote securities, we or the Registered Holders would possibly supply a prospectus complement to this prospectus that accommodates explicit details about the securities being introduced and offered and the precise phrases of that providing. To the level approved by way of regulation, we might also authorize a number of loose writing prospectuses that can include subject material data in terms of those choices. Such prospectus complement or loose writing prospectus might also upload, replace or trade data contained on this prospectus with admire to that providing. If there’s any inconsistency between the guidelines on this prospectus and the acceptable prospectus complement or loose writing prospectus, you must depend at the prospectus complement or loose writing prospectus, as acceptable. Prior to buying any securities, you must moderately learn each this prospectus and the acceptable prospectus complement (and any acceptable loose writing prospectuses), along with the extra data described below the heading “The place You Can In finding Extra Knowledge; Incorporation by way of Reference.”

Neither we nor the Registered Holders have licensed someone to come up with any data or to make any representations rather than the ones contained on this prospectus, any acceptable prospectus complement or any loose writing prospectuses ready by way of or on behalf people or to which now we have referred you. Neither we nor the Registered Holders take any duty for, nor supply any assurance as to the reliability of, another data that others would possibly come up with. Neither we nor the Registered Holders will make an be offering to promote those securities in any jurisdiction the place the be offering or sale isn’t approved. You must suppose that the guidelines showing on this prospectus and the acceptable prospectus complement to this prospectus is correct most effective as of the date on its respective quilt, that the guidelines showing in any acceptable loose writing prospectus is correct most effective as of the date of that loose writing prospectus, and that any data integrated by way of reference is correct most effective as of the date of the file integrated by way of reference, until we point out differently. Our industry, monetary situation, result of operations and possibilities can have modified since the ones dates.

This prospectus contains by way of reference, and any prospectus complement or loose writing prospectus would possibly include and incorporate by way of reference, marketplace information and trade statistics and forecasts which can be in keeping with impartial trade publications and different publicly to be had data. Despite the fact that we imagine those resources are dependable, neither we nor the Registered Holders ensure the accuracy or completeness of this knowledge and neither we nor the Registered Holders have independently verified this knowledge. As well as, the marketplace and trade information and forecasts that can be incorporated or integrated by way of reference on this prospectus, any prospectus complement or any acceptable loose writing prospectus would possibly contain estimates, assumptions and different dangers and uncertainties and are topic to modify in keeping with more than a few elements, together with the ones mentioned below the heading “Chance Components” contained on this prospectus, any acceptable prospectus complement and any acceptable loose writing prospectus, and below identical headings in different paperwork which can be integrated by way of reference into this prospectus. Accordingly, traders must no longer position undue reliance in this data.

As used on this prospectus, until differently indicated or the context differently calls for, the phrases “we,” “our,” “us” and the “Corporate” imply The Attractiveness Well being Corporate and its subsidiaries, which was once a different objective acquisition corporate known as “Vesper Healthcare Acquisition Corp.” previous to the remaining of the Industry Aggregate. Once we seek advice from “you,” we imply the prospective holders of the stocks of our Magnificence A Not unusual Inventory.

On this prospectus, we occasionally seek advice from our Magnificence A Not unusual Inventory because the “securities.”

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WHERE YOU CAN FIND MORE INFORMATION;

INCORPORATION BY REFERENCE

To be had Knowledge

We document experiences, proxy statements and different data with the SEC. The SEC maintains a internet website online that accommodates experiences, proxy and data statements and different details about issuers, reminiscent of us, who document electronically with the SEC. The cope with of that website online is http://www.sec.gov. You could get admission to those fabrics at no cost once relatively practicable after they’re electronically filed with or furnished to the SEC.

Our internet website online cope with is www.beautyhealth.com. The tips on our internet website online, on the other hand, isn’t, and must no longer be deemed to be, part of, or integrated by way of reference into, this prospectus.

This prospectus and any prospectus complement are a part of a registration observation that we filed with the SEC and don’t include all the data within the registration observation. The overall registration observation is also got from the SEC or us, as equipped above. Statements on this prospectus or any prospectus complement about those paperwork are summaries and every observation is certified in all respects by way of connection with the file to which it refers. You must seek advice from the real paperwork for a extra whole description of the related issues. You could check out a duplicate of the registration observation throughout the SEC’s website online, as equipped above.

Incorporation by way of Reference

The SEC’s laws let us “incorporate by way of reference” data into this prospectus, this means that that we will divulge vital data to you by way of referring you to any other file filed one at a time with the SEC. The tips integrated by way of reference is deemed to be a part of this prospectus, and next data that we document with the SEC will robotically replace and supersede that data. Any observation contained on this prospectus or a up to now filed file integrated by way of reference might be deemed to be changed or outdated for functions of this prospectus to the level {that a} observation contained on this prospectus or a due to this fact filed file integrated by way of reference modifies or replaces that observation.

This prospectus and any accompanying prospectus complement incorporate by way of reference the paperwork set forth underneath that experience up to now been filed with the SEC:

All experiences and different paperwork we due to this fact document pursuant to Segment 13(a), 13(c), 14 or 15(d) of the Securities Change Act of 1934, as amended, which we seek advice from because the “Change Act” on this prospectus, previous to the crowning glory or termination of this providing, together with all such paperwork we would possibly document with the SEC after the date of the preliminary registration observation and previous to the effectiveness of the registration observation, however apart from any data deemed furnished to, somewhat than filed with, the SEC, may also be integrated by way of reference into this prospectus and deemed to be a part of this prospectus from the date of the submitting of such experiences and paperwork.

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You could request a loose replica of any of the paperwork integrated by way of reference on this prospectus by way of writing or telephoning us on the following cope with:

Shows to the filings may not be despatched, on the other hand, until the ones reveals have in particular been integrated by way of reference on this prospectus or any accompanying prospectus complement.

You may additionally get admission to the paperwork integrated by way of reference on this prospectus via our website online at www.beautyhealth.com. Apart from for the precise integrated paperwork indexed above, no data to be had on or via our website online might be deemed to be integrated on this prospectus or the registration observation of which it paperwork an element.

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THE COMPANY

The Attractiveness Well being Corporate is a world category-creating corporate eager about handing over attractiveness well being reports by way of reinventing our shopper’s courting with their pores and skin, their our bodies and their self-confidence. Our flagship logo, HydraFacial, created the class of hydradermabrasion by way of the usage of a patented Vortex-Fusion Supply Machine to cleanse, peel, exfoliate, extract, infuse and hydrate the outside with proprietary answers and serums. HydraFacial supplies a non-invasive and approachable revel in with an impressive group of a/estheticians, shoppers and companions, bridging clinical pores and skin correction to conventional over the counter attractiveness. Our imaginative and prescient is to enlarge our platform and attached group of suppliers, shoppers, logo companions, and retail companions to democratize and personalize attractiveness well being answers throughout ages, genders, pores and skin tones, and pores and skin varieties.

The Attractiveness Well being Corporate, previously referred to as Vesper Healthcare Acquisition Corp. (the “Corporate” or “BeautyHealth”), was once integrated in Delaware on July 8, 2020. The Corporate was once at the beginning shaped for the aim of coming into right into a merger, capital inventory trade, asset acquisition, inventory acquire, reorganization or identical industry mixture with a number of companies. On Would possibly 4, 2021, the Corporate consummated the up to now introduced industry mixture. In connection therewith, the Corporate modified its title from “Vesper Healthcare Acquisition Corp.” to “The Attractiveness Well being Corporate.”

Our important govt places of work are situated at 2165 Spring Boulevard, Lengthy Seaside, CA 90806, and our phone quantity is (800) 603-4996. Our website online cope with is www.beautyhealth.com. Knowledge contained on our website online isn’t part of this prospectus, and the inclusion of our website online cope with on this prospectus is an inactive textual reference most effective.

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RISK FACTORS

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FORWARD-LOOKING STATEMENTS

This prospectus, any prospectus complement and the guidelines integrated by way of reference on this prospectus and any prospectus complement include positive statements that represent “forward-looking statements” throughout the which means of Segment 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Segment 21E of the Change Act. The phrases “purpose,” “await,” “imagine,” “can,” “proceed,” “may just,” “estimate,” “be expecting,” “purpose,” “intend” “would possibly,” “may,” “ongoing,” “plan,” “conceivable,” “are expecting,” “venture,” “doable,” “search,” “must,” “technique,” “goal,” “will,” “would” and identical expressions and diversifications thereof are meant to spot forward-looking statements, however aren’t the unique manner of figuring out such statements. The ones statements seem on this prospectus, any prospectus complement and the paperwork integrated herein and therein by way of reference, and come with statements in regards to the intent, trust or present expectancies of the Corporate and control which can be topic to identified and unknown dangers, uncertainties and assumptions.

This prospectus, any prospectus complement and the guidelines integrated by way of reference on this prospectus and any prospectus complement additionally include statements which can be in keeping with the present expectancies of our corporate and control. You’re cautioned that the sort of forward-looking statements aren’t promises of long term efficiency and contain dangers and uncertainties, and that exact effects would possibly range materially from the ones projected within the forward-looking statements on account of more than a few elements.

Apart from as required by way of acceptable regulation, together with the securities regulations of america and the foundations and rules of the SEC, we don’t plan to publicly replace or revise any forward-looking statements contained herein when we distribute this prospectus, whether or not on account of any new data, long term occasions or differently.

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USE OF PROCEEDS

All the stocks of Magnificence A Not unusual Inventory introduced by way of the Registered Holders might be offered by way of them for his or her respective accounts. We will be able to no longer obtain any of the proceeds from those gross sales.

The Registered Holders can pay any underwriting charges, reductions, promoting commissions, inventory switch taxes and likely felony bills incurred by way of such Registered Holders in taking out their stocks of Magnificence A Not unusual Inventory, and we can undergo all different prices, charges and bills incurred in effecting the registration of such securities coated by way of this prospectus, together with, with out limitation, all registration and submitting charges, Nasdaq checklist charges and costs and bills of our suggest and our impartial registered public accountants.

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DESCRIPTION OF SECURITIES

The next description of the fabric phrases of our securities isn’t meant to be a whole abstract of the rights and personal tastes of such securities and is topic to and certified by way of connection with the whole textual content of our 2nd Amended and Restated Certificates of Incorporation and Amended and Restated Bylaws, which might be hooked up as reveals to our Annual File on Shape 10-Ok. We urge you to learn our 2nd Amended and Restated Certificates of Incorporation and our Amended and Restated Bylaws of their entirety for an entire description of the rights and personal tastes of our securities.

Licensed and Remarkable Inventory

The 2nd Amended and Restated Certificates of Incorporation authorizes the issuance of 321,000,000 stocks of capital inventory, consisting of (i) 320,000,000 stocks of Not unusual Inventory, consisting solely of 320,000,000 stocks of Magnificence A Not unusual Inventory, $0.0001 par worth in line with proportion (after giving impact to the conversion of every exceptional proportion of Magnificence B Not unusual Inventory right away previous to the remaining of the Industry Aggregate into one proportion of Magnificence A Not unusual Inventory) and (ii) a million stocks of most popular inventory, par worth $0.0001 in line with proportion. The phenomenal stocks of our Not unusual Inventory are, and the stocks of Not unusual Inventory issuable in reference to the Industry Aggregate pursuant to the Merger Settlement and the Personal Placement are, duly licensed, validly issued, totally paid and non assessable. As of August 23, 2022, there have been 150,886,620 stocks of Magnificence A Not unusual Inventory exceptional, held of file by way of roughly 64 holders of Magnificence A Not unusual Inventory, no stocks of most popular inventory exceptional and six,970,000 warrants exceptional held of file by way of roughly 17 holders of warrants. Such numbers don’t come with DTC members or advisable homeowners protecting stocks via nominee names.

Not unusual Inventory

Magnificence A Not unusual Inventory

The 2nd Amended and Restated Certificates of Incorporation supplies that the Magnificence A Not unusual Inventory have an identical rights, powers, personal tastes and privileges to present Magnificence A Not unusual Inventory.

Magnificence B Not unusual Inventory

The 2nd Amended and Restated Certificates of Incorporation only if every proportion of Magnificence B Not unusual Inventory exceptional right away previous to the submitting of the 2nd Amended and Restated Certificates of Incorporation robotically transformed into one proportion of Magnificence A Not unusual Inventory and, similtaneously with such conversion, the collection of licensed stocks of Magnificence B Not unusual Inventory was once diminished to 0.

Balloting Energy

Apart from as differently required by way of regulation or as differently equipped in any certificates of designation for any collection of most popular inventory, the holders of Not unusual Inventory possess all balloting energy for the election of our administrators and all different issues requiring stockholder motion and are entitled to at least one vote in line with proportion on issues to be voted on by way of stockholders. The holders of Magnificence A Not unusual Inventory shall always vote in combination as one magnificence on all issues submitted to a vote of the holders of Not unusual Inventory.

Dividends

Matter to the rights, if any of the holders of any exceptional stocks of most popular inventory, holders of Not unusual Inventory are entitled to obtain such dividends and different distributions, if any, as is also declared once in a while by way of our Board in its discretion out of price range legally to be had therefor and shall proportion similarly on a in line with proportion foundation in such dividends and distributions.

Liquidation, Dissolution and Winding Up

Within the tournament of the voluntary or involuntary liquidation, dissolution or winding-up of the Corporate, the holders of Not unusual Inventory might be entitled to obtain all of the closing property of the post- mixture corporate to be had for

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distribution to stockholders, ratably in percentage to the collection of stocks of Not unusual Inventory held by way of them, after the rights of the holders of the most well liked inventory had been glad.

Preemptive or Different Rights

Our stockholders don’t have any preemptive or different subscription rights and there aren’t any sinking fund or redemption provisions acceptable to our Not unusual Inventory.

Election of Administrators

Our Board is these days divided into 3 categories, Magnificence I, Magnificence II and Magnificence III, with just one magnificence of administrators being elected in every 12 months and every magnificence (aside from for the ones administrators appointed previous to our first annual assembly of stockholders) serving a three-year time period. The time period of the Magnificence I Administrators in position at such time will expire at our 2025 annual assembly of stockholders; the time period of the Magnificence II Administrators in position at such time will expire at our 2023 annual assembly of stockholders; and the time period of the Magnificence III Administrators in position at such time will expire at our 2024 annual assembly of stockholders.

There’s no cumulative balloting with admire to the election of administrators, with the end result that instructions might be elected by way of a plurality of the votes forged at a gathering of stockholders by way of holders of our Not unusual Inventory.

Most well-liked Inventory

Our 2nd Amended and Restated Certificates of Incorporation supplies that stocks of most popular inventory is also issued once in a while in a number of collection. Our Board is allowed to mend the balloting rights, if any, designations, powers, personal tastes and relative, collaborating, non-compulsory, particular and different rights, if any, and any {qualifications}, obstacles and restrictions thereof, acceptable to the stocks of every collection. Our Board is in a position, with out stockholder approval, to factor most popular inventory with balloting and different rights that would adversely impact the balloting energy and different rights of the holders of the Not unusual Inventory and can have anti-takeover results. The power of our Board to factor most popular inventory with out stockholder approval can have the impact of delaying, deferring or fighting a metamorphosis of regulate people or the elimination of current control. We haven’t any most popular inventory exceptional as of the date hereof. Despite the fact that we don’t these days intend to factor any stocks of most popular inventory, we can’t guarantee you that we can no longer achieve this one day.

Warrants

Public Warrants

There are these days no public warrants exceptional, on the other hand, pursuant to the phrases of that positive Warrant Settlement, dated September 29, 2020, between the Corporate and Continental Inventory Switch & Consider Corporate, as warrant agent (the “Warrant Settlement”), any warrants to buy as much as 9,333,333 stocks of our Magnificence A Not unusual Inventory at an workout value of $11.50 in line with proportion, the place such warrants undergo a restrictive legend (the “Personal Placement Warrants”), which can be transferred to individuals rather than BLS Investor Crew, LLC (the “Sponsor”) or its approved transferees shall transform public warrants.

Every entire public warrant entitles the registered holder to buy one proportion of our Magnificence A Not unusual Inventory at a worth of $11.50 in line with proportion, topic to adjustment as mentioned underneath. For instance, if a warrant holder holds one public warrant, such public warrant might be exercisable for one proportion of the Corporate’s Magnificence A Not unusual Inventory. Pursuant to the Warrant Settlement, a warrant holder would possibly workout its public warrants most effective for a complete collection of stocks of Magnificence A Not unusual Inventory. Which means just a entire public warrant is also exercised at any given time by way of a warrant holder. No fractional public warrants might be issued upon separation of the gadgets and most effective entire public warrants will business. The general public warrants will expire on Would possibly 4, 2026 at 5:00 p.m., New York Town time, or previous upon redemption or liquidation.

We aren’t obligated to ship any stocks of Magnificence A Not unusual Inventory pursuant to the workout of a public warrant and can don’t have any legal responsibility to settle such public warrant workout until a registration observation below the Securities Act with admire to the stocks of Magnificence A Not unusual Inventory underlying the general public warrants is then tremendous and a prospectus pertaining to thereto is present, topic to our pleasant our duties described underneath with admire to

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registration. No public warrant might be exercisable for money or on a cashless foundation, and we can no longer be obligated to factor any stocks to holders in the hunt for to workout their public warrants, until the issuance of the stocks upon such workout is registered or certified below the securities regulations of the state of the exercising holder, or an exemption is to be had. Within the tournament that the stipulations within the two right away previous sentences aren’t glad with admire to a public warrant, the holder of such public warrant may not be entitled to workout such public warrant and such public warrant would possibly don’t have any worth and expire nugatory. Within the tournament {that a} registration observation isn’t tremendous for the exercised public warrants, the buyer of a unit containing such public warrant may have paid the whole acquire value for the unit only for the percentage of Magnificence A Not unusual Inventory underlying such unit.

Redemption of warrants when the cost in line with proportion of our Magnificence A Not unusual Inventory equals or exceeds $18.00. We would possibly name the general public warrants for redemption:

•in entire and no longer partially;

•at a worth of $0.01 in line with public warrant;

•upon no longer lower than 30 days’ prior written understand of redemption to every warrant holder; and

•if, and provided that, the final reported sale value of the Magnificence A Not unusual Inventory equals or exceeds $18.00 in line with proportion for any 20 buying and selling days inside of a 30-trading-day length finishing at the 1/3 buying and selling day previous to the date we ship to the awareness of redemption to the warrant holder (as adjusted in line with proportion splits, proportion dividends, reorganizations, reclassifications, recapitalizations and the like).

If and when the general public warrants transform redeemable by way of us, we would possibly workout our redemption proper even supposing we’re not able to sign up or qualify the underlying securities on the market below all acceptable state securities regulations. On the other hand, we can no longer redeem the warrants until an efficient registration observation below the Securities Act masking the stocks of our Magnificence A Not unusual Inventory issuable upon workout of the warrants is efficacious and a present prospectus in terms of the ones stocks of our Magnificence A Not unusual Inventory is to be had right through the 30-day redemption length.

We have now established the final of the redemption criterion mentioned above to forestall a redemption name until there’s on the time of the decision an important top class to the warrant workout value. If the foregoing stipulations are glad and we factor a understand of redemption of the general public warrants, every warrant holder might be entitled to workout their public warrant previous to the scheduled redemption date. This sort of workout would no longer be completed on a “cashless” foundation and will require the exercising warrant holder to pay the workout value for every warrant being exercised. On the other hand, the cost of the Magnificence A Not unusual Inventory would possibly fall underneath the $18.00 redemption cause value in addition to the $11.50 warrant workout value after the redemption understand is issued.

Redemption of warrants when the cost in line with proportion of our Magnificence A Not unusual Inventory equals or exceeds $10.00. We might also name the general public warrants for redemption:

•in entire and no longer partially;

•at $0.10 in line with warrant upon at least 30 days’ prior written understand of redemption; only if holders will be capable to workout their warrants on a cashless foundation previous to redemption and obtain that collection of stocks of Magnificence A Not unusual Inventory to be made up our minds by way of connection with the desk underneath, in keeping with the redemption date and the “truthful marketplace worth” of our Magnificence A Not unusual Inventory aside from as differently described underneath;

•if, and provided that, the final reported sale value of the Magnificence A Not unusual Inventory equals or exceeds $10.00 in line with proportion for any 20 buying and selling days inside of a 30-trading-day length finishing at the 1/3 buying and selling day previous to the date we ship to the awareness of redemption to the warrant holder (as adjusted in line with proportion splits, proportion dividends, reorganizations, reclassifications, recapitalizations and the like); and

•if the final reported sale value of the Magnificence A Not unusual Inventory is lower than $18.00 in line with proportion for any 20 buying and selling days inside of a 30-trading-day length finishing at the 1/3 buying and selling day previous to the date we ship to the awareness of redemption to the warrant holder (as adjusted in line with proportion splits, proportion dividends, reorganizations,

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reclassifications, recapitalizations and the like), the Personal Placement Warrants should additionally similtaneously be known as for redemption at the similar phrases as the phenomenal public warrants.

The numbers within the desk underneath constitute the “redemption costs,” or the collection of stocks of Magnificence A Not unusual Inventory {that a} warrant holder will obtain upon redemption by way of us pursuant to this redemption characteristic, in keeping with the “truthful marketplace worth” of our Magnificence A Not unusual Inventory at the corresponding redemption date, made up our minds in keeping with the volume-weighted moderate value for the ten buying and selling days right away following the date on which the awareness of redemption is distributed to the holders of public warrants, and the collection of months that the corresponding redemption date precedes the expiration date of the general public warrants, every as set forth within the desk underneath.

The percentage costs set forth within the column headings of the desk underneath might be adjusted as of any date on which the collection of stocks issuable upon workout of a public warrant is adjusted as set forth underneath. The adjusted inventory costs within the column headings will equivalent the inventory costs right away previous to such adjustment, multiplied by way of a fragment, the numerator of which is the collection of stocks deliverable upon workout of a public warrant right away previous to such adjustment and the denominator of which is the collection of stocks deliverable upon workout of a public warrant as so adjusted. The collection of stocks within the desk underneath might be adjusted in the similar method and concurrently the collection of stocks issuable upon workout of a public warrant.

The “truthful marketplace worth” of our Magnificence A Not unusual Inventory shall imply the volume-weighted moderate value of our Magnificence A Not unusual Inventory for the ten buying and selling days right away following the date on which the awareness of redemption is distributed to the holders of public warrants.

The precise truthful marketplace worth and redemption date is probably not set forth within the desk above, wherein case, if the truthful marketplace worth is between two values within the desk or the redemption date is between two redemption dates within the desk, the collection of stocks of Magnificence A Not unusual Inventory to be issued for every public warrant redeemed might be made up our minds by way of a straight-line interpolation between the collection of stocks set forth for the upper and decrease truthful marketplace values and the sooner and later redemption dates, as acceptable, in keeping with a 365- or 366-day 12 months, as

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acceptable. For instance, if the volume-weighted moderate value of our Magnificence A Not unusual Inventory for the ten buying and selling days right away following the date on which the awareness of redemption is distributed to the holders of the general public warrants is $11.00 in line with proportion, and at such time there are 57 months till the expiration of the general public warrants, we would possibly select to, pursuant to this redemption characteristic, redeem the general public warrants at a “redemption value” of 0.277 stocks of Magnificence A Not unusual Inventory for every entire public warrant. For an instance the place the precise truthful marketplace worth and redemption date aren’t as set forth within the desk above, if the volume-weighted moderate value of our Magnificence A Not unusual Inventory for the ten buying and selling days right away following the date on which the awareness of redemption is distributed to the holders of the general public warrants is $13.50 in line with proportion, and at such time there are 38 months till the expiration of the general public warrants, we would possibly select to, pursuant to this redemption characteristic, redeem the general public warrants at a “redemption value” of 0.298 Magnificence A Not unusual Inventory for every entire public warrant. In no tournament will the general public warrants be exercisable in reference to this redemption characteristic for greater than 0.361 stocks of our Magnificence A Not unusual Inventory in line with warrant (topic to adjustment). In spite of everything, as mirrored within the desk above, we will redeem the general public warrants for no attention within the tournament that the general public warrants are “out of the cash” (i.e., the buying and selling value of our Magnificence A Not unusual Inventory is underneath the workout value of the general public warrants) and about to run out.

This redemption characteristic differs from the everyday warrant redemption options utilized in different clean test choices, which usually most effective supply for a redemption of public warrants for money (rather than the personal placement warrants) when the buying and selling value for the Magnificence A Not unusual Inventory exceeds $18.00 in line with proportion for a specified time frame. This redemption characteristic is structured to permit for all the exceptional public warrants to be redeemed when the stocks of Magnificence A Not unusual Inventory are buying and selling at or above $10.00 in line with proportion, that could be at a time when the buying and selling value of our Magnificence A Not unusual Inventory is underneath the workout value of the general public warrants. We have now established this redemption characteristic to give you the public warrants with an extra liquidity characteristic, which supplies us with the versatility to redeem the general public warrants for stocks of Magnificence A Not unusual Inventory, as an alternative of money, for “truthful worth” with out the general public warrants having to succeed in the $18.00 in line with proportion threshold set forth above. Holders of the general public warrants will, in impact, obtain a variety of stocks representing truthful worth for his or her public warrants in keeping with an possibility pricing type with a set volatility enter as of September 30, 2020. This redemption proper supplies us no longer most effective with an extra mechanism in which to redeem all the exceptional public warrants, on this case, for Magnificence A Not unusual Inventory, and subsequently have walk in the park as to (i) our capital construction as the general public warrants would not be exceptional and would had been exercised or redeemed and (ii) to the amount of money equipped by way of the workout of the general public warrants and to be had to us, and likewise supplies a ceiling to the theoretical worth of the general public warrants because it locks within the “redemption costs” we’d pay to warrant holders if we selected to redeem public warrants on this method. We will be able to successfully be required to pay truthful worth to warrant holders if we select to workout this redemption proper and it is going to let us briefly continue with a redemption of the general public warrants for Magnificence A Not unusual Inventory if we resolve it’s in our very best curiosity to take action. As such, we’d redeem the general public warrants on this method once we imagine it’s in our very best curiosity to replace our capital construction to take away the general public warrants and pay truthful worth to the warrant holders. Specifically, it could let us briefly redeem the general public warrants for Magnificence A Not unusual Inventory, with no need to barter a redemption value with the warrant holders. As well as, the warrant holders will be capable to workout the general public warrants previous to redemption in the event that they must select to take action.

As said above, we will redeem the general public warrants when the stocks of Magnificence A Not unusual Inventory are buying and selling at a worth beginning at $10.00, which is underneath the workout value of $11.50, as a result of it is going to supply walk in the park with admire to our capital construction and money place whilst offering warrant holders with truthful worth (within the type of Magnificence A Not unusual Inventory). If we select to redeem the general public warrants when the Magnificence A Not unusual Inventory are buying and selling at a worth underneath the workout value of the general public warrants, this might outcome within the warrant holders receiving fewer Magnificence A Not unusual Inventory than they might have gained if they’d selected to attend to workout their public warrants for Magnificence A Not unusual Inventory if and when such Magnificence A Not unusual Inventory had been buying and selling at a worth upper than the workout value of $11.50.

No fractional stocks of Magnificence A Not unusual Inventory might be issued upon redemption. If, upon redemption, a holder could be entitled to obtain a fractional curiosity in a proportion, we can spherical right down to the closest entire collection of the collection of stocks of Magnificence A Not unusual Inventory to be issued to the holder.

Redemption procedures and cashless workout. If we name the general public warrants for redemption as described above, our control will have the opportunity to require any holder that desires to workout their public warrant to take action on a

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“cashless foundation.” In figuring out whether or not to require all holders to workout their public warrants on a “cashless foundation,” our control will imagine, amongst different elements, our money place, the collection of public warrants which can be exceptional and the dilutive impact on our stockholders of issuing the utmost collection of stocks of Magnificence A Not unusual Inventory issuable upon the workout of our public warrants. If our control takes benefit of this selection, all holders of public warrants would pay the workout value by way of surrendering their public warrants for that collection of stocks of Magnificence A Not unusual Inventory equivalent to the quotient got by way of dividing (i) the made from the collection of stocks of Magnificence A Not unusual Inventory underlying the general public warrants, multiplied by way of the variation between the workout value of the general public warrants and the “truthful marketplace worth” (outlined underneath) by way of (ii) the truthful marketplace worth. For functions of this paragraph, “truthful marketplace worth” shall imply the volume-weighted moderate value of the Magnificence A Not unusual Inventory for the ten buying and selling days right away following the date on which the awareness of redemption is distributed to the holders of public warrants. If our control takes benefit of this selection, the awareness of redemption will include the guidelines important to calculate the collection of stocks of Magnificence A Not unusual Inventory to be gained upon workout of the general public warrants, together with the “truthful marketplace worth” in such case. Requiring a cashless workout on this method will scale back the collection of stocks to be issued and thereby reduce the dilutive impact of a warrant redemption. We imagine this selection is a beautiful technique to us if we shouldn’t have the money from the workout of the general public warrants. If we name our public warrants for redemption and our control does no longer make the most of this selection, the Sponsor and its approved transferees would nonetheless be entitled to workout their Personal Placement Warrants for money or on a cashless foundation the usage of the similar components described above that different warrant holders would had been required to make use of had all warrant holders been required to workout their public warrants on a cashless foundation, as described in additional element underneath.

A holder of a public warrant would possibly notify us in writing within the tournament it elects to be topic to a demand that such holder is not going to have the proper to workout such public warrant, to the level that when giving impact to such workout, such particular person (along with such particular person’s associates), to the warrant agent’s exact wisdom, would beneficially personal in far more than 4.9{614fc3c32b079590f5b6a33afe99f1781dd92265c15f5c1e8aa861cac1d0c269} or 9.8{614fc3c32b079590f5b6a33afe99f1781dd92265c15f5c1e8aa861cac1d0c269} (or such different quantity as a holder would possibly specify) of the stocks of Magnificence A Not unusual Inventory exceptional right away after giving impact to such workout.

Anti-dilution Changes. If the collection of exceptional stocks of Magnificence A Not unusual Inventory is higher by way of a inventory dividend payable in stocks of Magnificence A Not unusual Inventory, or by way of a split-up of stocks of Magnificence A Not unusual Inventory or different identical tournament, then, at the tremendous date of such inventory dividend, split-up or identical tournament, the collection of stocks of Magnificence A Not unusual Inventory issuable on workout of every public warrant might be higher in percentage to such build up within the exceptional stocks of Magnificence A Not unusual Inventory. A rights providing to holders of Magnificence A Not unusual Inventory entitling holders to buy stocks of Magnificence A Not unusual Inventory at a worth lower than the truthful marketplace worth might be deemed a inventory dividend of a variety of stocks of Magnificence A Not unusual Inventory equivalent to the made from (i) the collection of stocks of Magnificence A Not unusual Inventory in reality offered in such rights providing (or issuable below another fairness securities offered in such rights providing which can be convertible into or exercisable for Magnificence A Not unusual Inventory) multiplied by way of (ii) one minus the quotient of (a) the cost in line with proportion of Magnificence A Not unusual Inventory paid in such rights providing and (b) the truthful marketplace worth. For those functions (1) if the rights providing is for securities convertible into or exercisable for Magnificence A Not unusual Inventory, in figuring out the cost payable for Magnificence A Not unusual Inventory, there might be taken into consideration any attention gained for such rights, in addition to any further quantity payable upon workout or conversion and (2) truthful marketplace worth manner the volume-weighted moderate value of Magnificence A Not unusual Inventory as reported all over the 10-trading-day length finishing at the buying and selling day previous to the primary date on which the stocks of Magnificence A Not unusual Inventory business at the acceptable trade or within the acceptable marketplace, common means, with out the proper to obtain such rights.

As well as, if we, at any time whilst the general public warrants are exceptional and unexpired, pay a dividend or make a distribution in money, securities or different property to the holders of Magnificence A Not unusual Inventory as a result of such stocks of Magnificence A Not unusual Inventory (or different stocks of our capital inventory into which the general public warrants are convertible), rather than (i) as described above; or(ii) any money dividends or money distributions which, when mixed on a in line with proportion foundation with all different money dividends and money distributions paid at the stocks of Magnificence A Not unusual Inventory all over the 365-day length finishing at the date of declaration of such dividend or distribution does no longer exceed $0.50 (as adjusted to as it should be mirror another changes and apart from money dividends or money distributions that ended in an adjustment to the workout value or to the collection of stocks of Magnificence A Not unusual Inventory issuable on workout of every warrant) however most effective with admire to the quantity of the combination money dividends or money distributions equivalent to or lower than $0.50 in line with proportion, then the warrant workout value might be reduced, tremendous right away after the tremendous date

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of such tournament, by way of the amount of money and/or the truthful marketplace worth of any securities or different property paid on every proportion of Magnificence A Not unusual Inventory in admire of such tournament.

If the collection of exceptional stocks of our Magnificence A Not unusual Inventory is reduced by way of a consolidation, mixture, opposite inventory cut up or reclassification of stocks of Magnificence A Not unusual Inventory or different identical tournament, then, at the tremendous date of such consolidation, mixture, opposite inventory cut up, reclassification or identical tournament, the collection of stocks of Magnificence A Not unusual Inventory issuable on workout of every public warrant might be reduced in percentage to such lower in exceptional stocks of Magnificence A Not unusual Inventory.

On every occasion the collection of stocks of Magnificence A Not unusual Inventory purchasable upon the workout of the general public warrants is adjusted, as described above, the warrant workout value might be adjusted by way of multiplying the warrant workout value right away previous to such adjustment by way of a fragment (x) the numerator of which would be the collection of stocks of Magnificence A Not unusual Inventory purchasable upon the workout of the general public warrants right away previous to such adjustment, and (y) the denominator of which would be the collection of stocks of Magnificence A Not unusual Inventory so purchasable right away thereafter.

In case of any reclassification or reorganization of the phenomenal stocks of Magnificence A Not unusual Inventory (rather than the ones described above or that only impacts the par worth of such stocks of Magnificence A Not unusual Inventory), or with regards to any merger or consolidation people with or into any other company (rather than a consolidation or merger wherein we’re the proceeding company and that doesn’t lead to any reclassification or reorganization of our exceptional stocks of Magnificence A Not unusual Inventory), or with regards to any sale or conveyance to any other company or entity of the property or different assets people as an entirety or considerably as an entirety in reference to which we’re dissolved, the holders of the general public warrants will thereafter have the proper to buy and obtain, upon the root and upon the phrases and prerequisites specified within the public warrants and in lieu of the stocks of our Magnificence A Not unusual Inventory right away theretofore purchasable and receivable upon the workout of the rights represented thereby, the type and quantity of stocks of inventory or different securities or assets (together with money) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following the sort of sale or switch, that the holder of the general public warrants would have gained if such holder had exercised their public warrants right away previous to such tournament. On the other hand, if such holders of Magnificence A Not unusual Inventory had been entitled to workout a proper of election as to the type or quantity of securities, money or different property receivable upon such consolidation or merger, then the type and quantity of securities, money or different property for which every public warrant will transform exercisable might be deemed to be the weighted moderate of the type and quantity gained in line with proportion by way of such holders in such consolidation or merger that affirmatively make such election, and if a young, trade or redemption be offering has been made to and accredited by way of such holders (rather than a young, trade or redemption be offering made by way of the Corporate in reference to redemption rights held by way of stockholders of the Corporate as equipped for within the Corporate’s present certificates of incorporation or on account of the repurchase of stocks of Magnificence A Not unusual Inventory by way of the corporate if a proposed preliminary industry mixture is gifted to the stockholders of the corporate for approval) below instances wherein, upon crowning glory of such comfortable or trade be offering, the maker thereof, along with individuals of any team (throughout the which means of Rule 13d-5(b)(1) below the Change Act (or any successor rule)) of which such maker is part, and along with any associate or affiliate of such maker (throughout the which means of Rule 12b-2 below the Change Act (or any successor rule)) and any individuals of the sort of team of which the sort of associate or affiliate is part, personal beneficially (throughout the which means of Rule 13d-3 below the Change Act (or any successor rule)) greater than 50{614fc3c32b079590f5b6a33afe99f1781dd92265c15f5c1e8aa861cac1d0c269} of the phenomenal stocks of Magnificence A Not unusual Inventory, the holder of a public warrant might be entitled to obtain the best sum of money, securities or different assets to which such holder would in reality had been entitled as a stockholder if such warrant holder had exercised the general public warrant previous to the expiration of such comfortable or trade be offering, accredited such be offering and all the Magnificence A Not unusual Inventory held by way of such holder have been bought pursuant to such comfortable or trade be offering, topic to changes (from and after the consummation of such comfortable or trade be offering) as just about similar as conceivable to the changes equipped for within the Warrant Settlement. Moreover, if lower than 70{614fc3c32b079590f5b6a33afe99f1781dd92265c15f5c1e8aa861cac1d0c269} of the dignity receivable by way of the holders of Magnificence A Not unusual Inventory in any such transaction is payable within the type of Magnificence A Not unusual Inventory within the successor entity this is indexed for buying and selling on a countrywide securities trade or is quoted in a longtime over the counter marketplace, or is to be so indexed for buying and selling or quoted right away following such tournament, and if the registered holder of the general public warrant correctly workout routines the general public warrant inside of 30 days following public disclosure of such transaction, the warrant workout

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value might be diminished as specified within the Warrant Settlement in keeping with the in line with proportion attention minus Black-Scholes Warrant Worth (as outlined within the Warrant Settlement) of the general public warrant.

The general public warrants had been issued in registered shape below the Warrant Settlement. You must evaluation a duplicate of the Warrant Settlement, which is filed as an show off to the registration observation bearing on our IPO, for an entire description of the phrases and prerequisites acceptable to the general public warrants. The Warrant Settlement supplies that the phrases of the general public warrants is also amended with out the consent of any holder to treatment any ambiguity or right kind any faulty provision, however calls for the approval by way of the holders of no less than 65{614fc3c32b079590f5b6a33afe99f1781dd92265c15f5c1e8aa861cac1d0c269} of the then exceptional public warrants to make any trade that adversely impacts the pursuits of the registered holders of public warrants.

The general public warrants is also exercised upon give up of the warrant certificates on or previous to the expiration date on the places of work of the warrant agent, with the workout shape at the opposite facet of the warrant certificates finished and achieved as indicated, accompanied by way of complete cost of the workout value (or on a cashless foundation, if acceptable), by way of qualified or respectable financial institution test payable to us, for the collection of public warrants being exercised. The warrant holders shouldn’t have the rights or privileges of holders of Magnificence A Not unusual Inventory and any balloting rights till they workout their public warrants and obtain stocks of Magnificence A Not unusual Inventory. After the issuance of stocks of Magnificence A Not unusual Inventory upon workout of the general public warrants, every holder might be entitled to at least one vote for every proportion held of file on all issues to be voted on by way of stockholders.

Warrants is also exercised most effective for a complete collection of stocks of Magnificence A Not unusual Inventory. No fractional stocks might be issued upon workout of the general public warrants. If, upon workout of the general public warrants, a holder could be entitled to obtain a fractional curiosity in a proportion, we can, upon workout, spherical right down to the closest entire quantity the collection of stocks of Magnificence A Not unusual Inventory to be issued to the warrant holder. In consequence, warrant holders no longer buying public warrants in multiples of 3 warrants is not going to download worth from the fractional curiosity that may not be issued.

Personal Placement Warrants

The Sponsor bought 9,333,333 Personal Placement Warrants at a worth of $1.50 in line with Personal Placement Warrant for an mixture acquire value of $14,000,000 in a non-public placement that took place at the IPO remaining date. There have been 6,970,000 Personal Placement Warrants exceptional as of August 23, 2022. The Personal Placement Warrants is also bodily (money) or web proportion (cashless) settled and aren’t redeemable by way of us as long as they’re held by way of the Sponsor or its approved transferees, aside from as set forth underneath. In a different way, the Personal Placement Warrants have phrases and provisions which can be similar to the ones of the general public warrants. If the Personal Placement Warrants are held by way of holders rather than the Sponsor or its approved transferees or if the reported gross sales value of the stocks of Magnificence A Not unusual Inventory for any 20 buying and selling days throughout the thirty trading-day length finishing at the 1/3 buying and selling day previous to the date on which understand of the redemption is given is between ten bucks and eighteen bucks, inclusive ($10.00 – $18.00), the Personal Placement Warrants might be redeemable by way of us and exercisable by way of the holders at the similar foundation as the general public warrants.

Apart from as described below “Description of Securities – Warrants – Redemption of Warrants When the Value in line with Proportion of Our Magnificence A Not unusual Inventory Equals or Exceeds $10.00,” if holders of the Personal Placement Warrants elect to workout their warrants on a cashless foundation, they might pay the workout value by way of surrendering his, her or its warrants for that collection of stocks of Magnificence A Not unusual Inventory equivalent to the quotient got by way of dividing (x) the made from the collection of stocks of Magnificence A Not unusual Inventory underlying the warrants, multiplied by way of the variation between the workout value of the warrants and the “truthful marketplace worth” (outlined underneath) by way of (y) the truthful marketplace worth. For functions of this paragraph, the “truthful marketplace worth” shall imply the typical reported final sale value of the Magnificence A Not unusual Inventory for the ten buying and selling days finishing at the 1/3 buying and selling day previous to the date on which the awareness of warrant workout is distributed to the warrant agent. The explanation that we have got agreed that those warrants might be exercisable on a cashless foundation as long as they’re held by way of the Sponsor and approved transferees is as a result of they’re affiliated with us following the Industry Aggregate. Their talent to promote our securities within the open marketplace is considerably restricted. We have now insurance policies in position that limit insiders from promoting our securities aside from all over explicit classes of time. Even all over such classes of time when insiders are approved to promote our securities, an insider can’t business in our securities if they’re in ownership of subject material personal data. Accordingly, not like public stockholders who may just workout their warrants and promote the stocks of Magnificence A Not unusual Inventory gained upon such workout freely

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within the open marketplace so as to recoup the price of such workout, the insiders may well be considerably limited from promoting such securities. In consequence, we imagine that permitting the holders to workout such warrants on a cashless foundation is suitable.

Dividends

We have now no longer paid any money dividends on our Not unusual Inventory to this point and don’t intend to pay money dividends. The cost of money dividends one day might be dependent upon our revenues and profits, if any, capital necessities and normal monetary situation. The cost of any money dividends might be throughout the discretion of our Board at such time. As well as, our Board isn’t these days considering and does no longer await mentioning any inventory dividends within the foreseeable long term. Additional, if we incur any indebtedness, our talent to claim dividends is also restricted by way of restrictive covenants we would possibly conform to in connection therewith.

Switch Agent and Warrant Agent

The Switch Agent for our Not unusual Inventory and warrant agent for our warrants is Continental Inventory Switch & Consider Corporate. We have now agreed to indemnify Continental Inventory Switch & Consider Corporate in its roles as switch agent and warrant agent, its brokers and every of its stockholders, administrators, officials and workers in opposition to all liabilities, together with judgments, prices and cheap suggest charges that can stand up out of acts carried out or disregarded for its actions in that capability, aside from for any legal responsibility because of any gross negligence, willful misconduct or dangerous religion of the indemnified particular person or entity.

Positive Anti-Takeover Provisions of Delaware Regulation, the Corporate’s 2nd Amended and Restated Certificates of Incorporation and the Amended and Restated Bylaws

The 2nd Amended and Restated Certificates of Incorporation and the Amended and Restated Bylaws include provisions that can discourage unsolicited takeover proposals that stockholders would possibly imagine to be of their very best pursuits. We also are topic to anti-takeover provisions below Delaware regulation, which might extend or save you a metamorphosis of regulate. In combination, those provisions would possibly make tougher the elimination of control and would possibly discourage transactions that differently may just contain cost of a top class over prevailing marketplace costs for our securities. Those provisions come with:

•no cumulative balloting within the election of administrators, which limits the facility of minority stockholders to elect director applicants;

•a categorized board of administrators with three-year staggered phrases, which might extend the facility of stockholders to modify the club of a majority of the Board;

•the requirement that administrators would possibly most effective be got rid of from the Board for reason;

•the proper of our Board to elect a director to fill a emptiness created by way of the growth of our Board or the resignation, loss of life or elimination of a director in positive instances, which prevents stockholders from having the ability to fill vacancies on our Board;

•a prohibition on stockholder motion by way of written consent, which forces stockholder motion to be taken at an annual or particular assembly of our stockholders;

•a prohibition on stockholders calling a different assembly and the requirement {that a} assembly of stockholders would possibly most effective be known as by way of individuals of our Board, which would possibly extend the facility of our stockholders to power attention of a suggestion or to do so, together with the elimination of administrators;

•the requirement that adjustments or amendments to positive provisions of our certificates of incorporation or bylaws should be authorized by way of holders of no less than two-thirds of the Not unusual Inventory of the post-combination corporate; and

•advance understand procedures that stockholders should conform to so as to nominate applicants to our Board or to suggest issues to be acted upon at a gathering of stockholders, which would possibly discourage or deter a

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doable acquirer from carrying out a solicitation of proxies to elect the acquirer’s personal slate of administrators or differently making an attempt to procure regulate of the Corporate.

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REGISTERED HOLDERS

This prospectus pertains to the resale of 65,618 stocks of Magnificence A Not unusual Inventory issued in reference to the operating capital adjustment pondered by way of the Merger Settlement by way of positive of the Registered Holders. The Registered Holders would possibly once in a while be offering and promote any or all the stocks of Magnificence A Not unusual Inventory set forth underneath all over the length the registration observation, of which this prospectus and any accompanying prospectus complement is a part of, stays tremendous by way of or for the account of the Registered Holders. Once we seek advice from the “Registered Holders” on this prospectus, we imply the individuals indexed within the desk underneath, and the pledgees, donees, transferees, assignees, successors, designees and others who later come to carry any of the Registered Holders’ curiosity within the Magnificence A Not unusual Inventory rather than via a auction.

The next desk units forth, as of the date of this prospectus, the names of the Registered Holders, and the combination collection of stocks of Magnificence A Not unusual Inventory that the Registered Holders would possibly be offering pursuant to this prospectus. The next desk does no longer come with any stocks of commonplace inventory underlying warrants or different securities held by way of such individuals.

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*    Lower than one {614fc3c32b079590f5b6a33afe99f1781dd92265c15f5c1e8aa861cac1d0c269}

(1)The quantities set forth on this column are the collection of stocks of Magnificence A Not unusual Inventory that can be introduced by way of such Registered Holder the usage of this prospectus. Those quantities don’t constitute another stocks of our Magnificence A Not unusual Inventory that the Registered Holder would possibly personal beneficially or differently.

(2)The stocks held by way of LCP Edge Holdco LLC (“LCP Edge Holdco”) is also deemed to be beneficially owned by way of Linden Capital III LLC (“Linden Capital III”), the overall spouse of Linden Supervisor III LP (“Linden Supervisor”). Linden Supervisor is the overall spouse of each Linden Capital Companions III LP (“Linden Capital Companions”) and Linden Capital Companions III-A LP (“Linden Capital Companions III-A”), which might be the controlling unitholders of LCP Edge Holdco. Because the individuals of a restricted spouse committee of Linden Capital III that has the ability to vote or cast off the stocks without delay held by way of LCP Edge Holdco, Brian Miller, our director, and Anthony Davis is also deemed to have shared balloting and funding energy over such stocks. Every of Linden Capital III, Linden Supervisor, Linden Capital Companions III, Linden Capital Companions III-A, Mr. Miller and Mr. Davis hereby disclaim any advisable possession of any stocks held by way of LCP Edge Holdco aside from to the level of any pecuniary curiosity therein.

(3)Doug Schillinger, one in every of our administrators, is a Managing Member of DW Healthcare Control IV GP, LLC, without equal normal spouse of DW Healthcare Companions IV (B), L.P.. Mr. Schillinger does no longer have balloting or funding energy over the stocks held by way of DW Healthcare Companions IV (B), L.P. and subsequently disclaims advisable possession of those stocks, aside from to the level of his pecuniary curiosity therein.

(4)Mr. Watson is our Government Vice President of Americas Gross sales.

(5)Ms. Woo is our Leader Monetary Officer.

Registered Holder data for every further Registered Holder, if any, might be set forth by way of prospectus complement to the level required previous to the time of any be offering or sale of such Registered Holder’s stocks pursuant to this prospectus. To the level approved by way of regulation, a prospectus complement would possibly upload, replace, exchange or trade the guidelines contained on this prospectus, together with the id of every Registered Holder and the collection of stocks of Magnificence A Not unusual Inventory registered on its behalf. A Registered Holder would possibly promote or differently switch all, some or none of such stocks of Magnificence A Not unusual Inventory on this providing. See “Plan of Distribution.”

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PLAN OF DISTRIBUTION

The Registered Holders, which as used herein contains donees, pledgees, transferees, distributees or different successors-in-interest promoting stocks of our Magnificence A Not unusual Inventory or pursuits in our Magnificence A Not unusual Inventory gained after the date of this prospectus from the Registered Holders as a present, pledge, partnership distribution or different switch, would possibly, once in a while, promote, switch, distribute or differently cast off positive in their stocks of Magnificence A Not unusual Inventory or pursuits in our Magnificence A Not unusual Inventory on any inventory trade, marketplace or buying and selling facility on which stocks of our Magnificence A Not unusual Inventory are traded or in personal transactions. Those tendencies is also at mounted costs, at prevailing marketplace costs on the time of sale, at costs associated with the present marketplace value, at various costs made up our minds on the time of sale, or at negotiated costs.

The Registered Holders would possibly use any a number of of the next strategies when taking out their stocks of Magnificence A Not unusual Inventory or pursuits therein:

•strange brokerage transactions and transactions wherein the broker-dealer solicits shoppers;

•a number of underwritten choices;

•block trades wherein the broker-dealer will try to promote the stocks of Magnificence A Not unusual Inventory as agent, however would possibly place and resell a portion of the block as important to facilitate the transaction;

•purchases by way of a broker-dealer as important and resale by way of the broker-dealer for its accounts;

•an trade distribution based on the foundations of the acceptable trade;

•privately negotiated transactions;

•distributions to their individuals, companions or shareholders;

•brief gross sales effected after the date of the registration observation of which this prospectus is part is asserted tremendous by way of the SEC;

•throughout the writing or agreement of choices or different hedging transactions, whether or not via an choices trade or differently;

•in marketplace transactions, together with transactions on a countrywide securities trade or quotations carrier or over the counter marketplace;

•without delay to a number of shoppers;

•via brokers;

•broker-dealers would possibly accept as true with the Registered Holders to promote a specified collection of such stocks of Magnificence A Not unusual Inventory at a stipulated value in line with proportion; and

•a mixture of the sort of strategies of sale.

The Registered Holders would possibly, once in a while, pledge or grant a safety curiosity in some stocks of our Magnificence A Not unusual Inventory owned by way of them and, if a Registered Holder defaults within the efficiency of its secured duties, the pledgees or secured events would possibly be offering and promote such stocks of Magnificence A Not unusual Inventory, once in a while, below this prospectus, or below an modification or complement to this prospectus amending the checklist of the Registered Holders to incorporate the pledgee, transferee or different successors in curiosity because the Registered Holders below this prospectus. The Registered Holders additionally would possibly switch stocks of our Magnificence A Not unusual Inventory in different instances, wherein case the transferees, pledgees or different successors in curiosity would be the promoting advisable homeowners for functions of this prospectus.

In reference to the sale of stocks of our Magnificence A Not unusual Inventory or pursuits therein, the Registered Holders would possibly input into hedging transactions with broker-dealers or different monetary establishments, which would possibly in flip have interaction in

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brief gross sales of our Magnificence A Not unusual Inventory during hedging the positions they suppose. The Registered Holders might also promote stocks of our Magnificence A Not unusual Inventory brief and ship those securities to near out their brief positions, or mortgage or pledge stocks of our Magnificence A Not unusual Inventory to broker-dealers that during flip would possibly promote those securities. The Registered Holders might also input into possibility or different transactions with broker-dealers or different monetary establishments or the introduction of a number of spinoff securities that require the supply to such broker-dealer or different monetary establishment of stocks of our Magnificence A Not unusual Inventory introduced by way of this prospectus, which stocks such broker-dealer or different monetary establishment would possibly resell pursuant to this prospectus (as supplemented or amended to mirror such transaction).

The mixture proceeds to the Registered Holders from the sale of stocks of our Magnificence A Not unusual Inventory introduced by way of them would be the acquire value of such stocks of our Magnificence A Not unusual Inventory much less reductions or commissions, if any. The Registered Holders reserve the proper to simply accept and, along with their brokers once in a while, to reject, in entire or partially, any proposed acquire of stocks of our Magnificence A Not unusual Inventory to be made without delay or via brokers. We will be able to no longer obtain any of the proceeds from any providing by way of the Registered Holders.

The Registered Holders additionally would possibly one day resell a portion of our Magnificence A Not unusual Inventory in open marketplace transactions in reliance upon Rule 144 below the Securities Act, only if they meet the factors and comply with the necessities of that rule, or pursuant to different to be had exemptions from the registration necessities of the Securities Act.

The Registered Holders and any underwriters, broker-dealers or brokers that take part within the sale of stocks of our Magnificence A Not unusual Inventory or pursuits therein is also “underwriters” throughout the which means of Segment 2(a)(11) of the Securities Act. Any reductions, commissions, concessions or benefit they earn on any resale of stocks of our Magnificence A Not unusual Inventory is also underwriting reductions and commissions below the Securities Act. If any Registered Holder is an “underwriter” throughout the which means of Segment 2(a)(11) of the Securities Act, then the Registered Holder might be topic to the prospectus supply necessities of the Securities Act. Underwriters and their controlling individuals, sellers and brokers is also entitled, below agreements entered into with us and the Registered Holders, to indemnification in opposition to and contribution towards explicit civil liabilities, together with liabilities below the Securities Act.

To the level required, our Magnificence A Not unusual Inventory to be offered, the respective acquire costs and public providing costs, the names of any agent, trader or underwriter, and any acceptable reductions, commissions, concessions or different reimbursement with admire to a selected be offering might be set forth in an accompanying prospectus complement or, if suitable, a post-effective modification to the registration observation that incorporates this prospectus.

To facilitate the providing of stocks of our Magnificence A Not unusual Inventory introduced by way of the Registered Holders, positive individuals collaborating within the providing would possibly have interaction in transactions that stabilize, handle or differently impact the cost of our Magnificence A Not unusual Inventory . This will likely come with over-allotments or brief gross sales, which contain the sale by way of individuals collaborating within the providing of extra stocks of Magnificence A Not unusual Inventory than had been offered to them. In those instances, those individuals would quilt such over-allotments or brief positions by way of making purchases within the open marketplace or by way of exercising their over-allotment possibility, if any. As well as, those individuals would possibly stabilize or handle the cost of our Magnificence A Not unusual Inventory by way of bidding for or buying stocks of Magnificence A Not unusual Inventory within the open marketplace or by way of implementing penalty bids, wherein promoting concessions allowed to sellers collaborating within the providing is also reclaimed if stocks of Magnificence A Not unusual Inventory offered by way of them are repurchased in reference to stabilization transactions. The impact of those transactions is also to stabilize or handle the marketplace value of our Magnificence A Not unusual Inventory at a degree above that which may differently be triumphant within the open marketplace. Those transactions is also discontinued at any time.

Beneath the Registration Rights Settlement, now we have agreed to indemnify the Registered Holders social gathering thereto in opposition to positive liabilities that they’ll incur in reference to the sale of the securities registered hereunder, together with liabilities below the Securities Act, and to give a contribution to bills that the Registered Holders is also required to make with admire thereto. As well as, we and the Registered Holders have agreed to indemnify any underwriter in opposition to positive liabilities associated with the promoting of the securities, together with liabilities bobbing up below the Securities Act.

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With positive exceptions, now we have agreed to handle the effectiveness of the registration observation of which this prospectus is part till all such securities had been offered. We have now agreed to pay all bills in reference to this providing, rather than underwriting commissions and reductions, brokerage charges, underwriter advertising prices, and likely felony bills. The Registered Holders can pay any underwriting commissions and reductions, brokerage charges, underwriter advertising prices, and likely felony bills in terms of the providing.

A Registered Holder this is an entity would possibly elect to make an in-kind distribution of Magnificence A Not unusual Inventory to its individuals, companions or shareholders pursuant to the registration observation of which this prospectus is part by way of handing over a prospectus. To the level that such individuals, companions or shareholders aren’t associates of ours, such individuals, companions or shareholders would thereby obtain freely tradable stocks of Magnificence A Not unusual Inventory pursuant to the distribution via a registration observation.

On the time a selected be offering of stocks of Magnificence A Not unusual Inventory is made, if required, a prospectus complement might be dispensed that can set forth the collection of stocks of Magnificence A Not unusual Inventory being introduced and the phrases of the providing, together with the title of any underwriter, trader or agent, the acquisition value paid by way of any underwriter, any bargain, fee and different merchandise constituting reimbursement, any bargain, fee or concession allowed or reallowed or paid to any trader, and the proposed promoting value to the general public.

We’re required to pay all charges and bills incident to the registration of stocks of our Magnificence A Not unusual Inventory to be introduced and offered pursuant to this prospectus, which we predict to be roughly $100,000.

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LEGAL MATTERS

Latham & Watkins LLP has handed upon the validity of the Magnificence A Not unusual Inventory introduced by way of this prospectus and likely different felony issues associated with this prospectus. Further felony issues is also handed upon for us or any underwriters, sellers or brokers, by way of suggest that we can title within the acceptable prospectus complement.

EXPERTS

The monetary statements of The Attractiveness Well being Corporate integrated by way of reference on this Prospectus, had been audited by way of Deloitte & Touche LLP, an impartial registered public accounting company, as said of their record. Such monetary statements are integrated by way of reference in reliance upon the record of such company, given their authority as mavens in accounting and auditing.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Merchandise 14. Different Bills of Issuance and Distribution 

The next desk units forth the estimated bills to be borne by way of the registrant in reference to the issuance and distribution of the stocks of Magnificence A Not unusual Inventory being registered hereby.

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* Those charges are calculated in keeping with the securities introduced and the collection of issuances and accordingly can’t be estimated right now.

Merchandise 15. Indemnification of Administrators and Officials

Subsection (a) of Segment 145 of the Normal Company Regulation of the State of Delaware (the “DGCL”) empowers a company to indemnify anyone who was once or is a celebration or who’s threatened to be made a social gathering to any threatened, pending or finished motion, swimsuit or continuing, whether or not civil, felony, administrative or investigative (rather than an motion by way of or in the proper of the company) by way of reason why of the truth that the individual is or was once a director, officer, worker or agent of the company, or is or was once serving on the request of the company as a director, officer, worker or agent of any other company, partnership, three way partnership, consider or different endeavor, in opposition to bills (together with lawyers’ charges), judgments, fines and quantities paid in agreement in reality and relatively incurred by way of the individual in reference to such motion, swimsuit or continuing if the individual acted in just right religion and in a fashion the individual relatively believed to be in or no longer antagonistic to the most productive pursuits of the company, and, with admire to any felony motion or continuing, had no cheap reason to imagine the individual’s behavior was once illegal.

Subsection (b) of Segment 145 empowers a company to indemnify anyone who was once or is a celebration or is threatened to be made a social gathering to any threatened, pending or finished motion or swimsuit by way of or in the proper of the company to acquire a judgment in its prefer by way of reason why of the truth that the individual acted in any of the capacities set forth above, in opposition to bills (together with lawyers’ charges) in reality and relatively incurred by way of the individual in reference to the protection or agreement of such motion or swimsuit if the individual acted in just right religion and in a fashion the individual relatively believed to be in or no longer antagonistic to the most productive pursuits of the company, aside from that no indemnification might be made in admire of any declare, factor or subject as to which such particular person shall had been adjudged to be susceptible to the company until and most effective to the level that the Courtroom of Chancery or the court docket wherein such motion or swimsuit was once introduced shall resolve upon utility that, in spite of the adjudication of legal responsibility however in view of all of the instances of the case, such particular person is somewhat and relatively entitled to indemnity for such bills which the Courtroom of Chancery or such different court docket shall deem correct.

Segment 145 additional supplies that to the level a director or officer of a company has been a hit at the deserves or differently within the protection of any motion, swimsuit or continuing referred to in subsections (a) and (b) of Segment 145, or in protection of any declare, factor or subject therein, such particular person might be indemnified in opposition to bills (together with lawyers’ charges) in reality and relatively incurred by way of such particular person in connection therewith; that indemnification equipped for by way of Segment 145 shall no longer be deemed unique of another rights to which the indemnified social gathering is also entitled; and the indemnification equipped for by way of Segment 145 shall, until differently equipped when licensed or ratified, proceed as to an individual who has ceased to be a director, officer, worker or agent and shall inure to the advantage of such particular person’s heirs, executors and directors. Segment 145 additionally empowers the company to buy and handle insurance coverage on behalf of anyone who’s or was once a director, officer, worker or agent of the company, or is or was once serving on the request of the company as a director, officer, worker or agent of any other company, partnership, three way partnership, consider or different endeavor in opposition to any legal responsibility asserted in opposition to such particular person and

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incurred by way of such particular person in the sort of capability, or bobbing up out of his standing as such, whether or not or no longer the company would have the ability to indemnify such particular person in opposition to such liabilities below Segment 145.

Segment 102(b)(7) of the DGCL supplies {that a} company’s certificates of incorporation would possibly include a provision getting rid of or restricting the private legal responsibility of a director to the company or its stockholders for financial damages for breach of fiduciary accountability as a director, only if such provision shall no longer do away with or prohibit the legal responsibility of a director (i) for any breach of the director’s accountability of loyalty to the company or its stockholders, (ii) for acts or omissions no longer in just right religion or which contain intentional misconduct or a figuring out violation of regulation, (iii) below Segment 174 of the DGCL, or (iv) for any transaction from which the director derived an unsuitable private receive advantages.

Moreover, our 2nd Amended and Restated Certificates of Incorporation limits the legal responsibility of our administrators to the fullest extent approved by way of the DGCL, and our Bylaws supply that we can indemnify them to the fullest extent approved by way of such regulation. We have now entered into and be expecting to proceed to go into into agreements to indemnify our administrators, govt officials and different workers as made up our minds by way of our Board of Administrators. Beneath the phrases of such indemnification agreements, we’re required to indemnify every of our administrators and officials, to the fullest extent approved by way of the regulations of the state of Delaware, if the root of the indemnitee’s involvement was once by way of reason why of the truth that the indemnitee is or was once our director or officer or was once serving at our request in an respectable capability for any other entity. We should indemnify our officials and administrators below the instances and to the level equipped for therein, from and in opposition to all losses, claims, damages, liabilities, joint or a number of, bills (together with felony charges and bills), judgments, fines, consequences, curiosity, settlements or different quantities bobbing up from any and all threatened, pending or finished declare, call for, motion, swimsuit or continuing, whether or not civil, felony, administrative or investigative, and whether or not formal or casual, and together with appeals, wherein she or he is also concerned, or is threatened to be concerned, as a social gathering or differently, to the fullest extent approved below the DGCL and the Bylaws. The indemnification agreements additionally require us, if this is the case asked, to advance all cheap charges, bills, fees and different prices that such director or officer incurred, only if such particular person will go back the sort of advance whether it is in the end made up our minds that such particular person isn’t entitled to indemnification by way of us. Any claims for indemnification by way of our administrators and officials would possibly scale back our to be had price range to fulfill a hit third-party claims in opposition to us and would possibly scale back the amount of cash to be had to us.

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Merchandise 16. Shows

EXHIBIT INDEX

Merchandise 17. Undertakings

(a)The undersigned registrant hereby undertakes:

(1)To document, all over any length wherein provides or gross sales are being made, a post-effective modification to this registration observation:

(i)To incorporate any prospectus required by way of Segment 10(a)(3) of the Securities Act of 1933;

(ii)To mirror within the prospectus any details or occasions bobbing up after the tremendous date of the registration observation (or the newest post-effective modification thereof) which, for my part or within the mixture, constitute a basic trade within the data set forth within the registration observation. However the foregoing, any build up or lower in quantity of securities introduced (if the overall greenback worth of securities introduced would no longer exceed that which was once registered) and any deviation from the low or prime finish of the estimated most providing vary is also mirrored within the type of prospectus filed with the Fee pursuant to Rule 424(b) if, within the mixture, the adjustments in quantity and worth constitute not more than 20 {614fc3c32b079590f5b6a33afe99f1781dd92265c15f5c1e8aa861cac1d0c269} trade within the most mixture providing value set forth within the “Calculation of Registration Price” desk within the tremendous registration observation;

(iii)To incorporate any subject material data with admire to the plan of distribution no longer up to now disclosed within the registration observation or any subject material trade to such data within the registration observation; equipped, on the other hand, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) above

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don’t follow if the guidelines required to be incorporated in a post-effective modification by way of the ones paragraphs is contained in experiences filed with or furnished to the Fee by way of the registrant pursuant to segment 13 or segment 15(d) of the Securities Change Act of 1934 which can be integrated by way of reference within the registration observation, or is contained in a type of prospectus filed pursuant to Rule 424(b) that is part of the registration observation.

(2)That, for the aim of figuring out any legal responsibility below the Securities Act of 1933, every such post-effective modification might be deemed to be a brand new registration observation in terms of the securities introduced therein, and the providing of such securities at the moment might be deemed to be the preliminary bona fide providing thereof.

(3)To take away from registration by way of a post-effective modification any of the securities being registered which stay unsold on the termination of the providing.

(5)That, for the aim of figuring out legal responsibility below the Securities Act of 1933 to any buyer:

(A)Every prospectus filed by way of the registrant pursuant to Rule 424(b)(3) might be deemed to be a part of the registration observation as of the date the filed prospectus was once deemed a part of and incorporated within the registration observation; and

(B)Every prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as a part of a registration observation in reliance on Rule 430B in terms of an providing made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the aim of offering the guidelines required by way of segment 10(a) of the Securities Act of 1933 might be deemed to be a part of and incorporated within the registration observation as of the sooner of the date such type of prospectus is first used after effectiveness or the date of the primary contract of sale of securities within the providing described within the prospectus. As equipped in Rule 430B, for legal responsibility functions of the issuer and anyone this is at that date an underwriter, such date might be deemed to be a brand new tremendous date of the registration observation in terms of the securities within the registration observation to which that prospectus relates, and the providing of such securities at the moment might be deemed to be the preliminary bona fide providing thereof. Equipped, on the other hand, that no observation made in a registration observation or prospectus that is a part of the registration observation or made in a file integrated or deemed integrated by way of reference into the registration observation or prospectus that is a part of the registration observation will, as to a buyer with a time of contract of sale previous to such tremendous date, supersede or alter any observation that was once made within the registration observation or prospectus that was once a part of the registration observation or made in the sort of file right away previous to such tremendous date.

(6)That, for the aim of figuring out legal responsibility of the registrant below the Securities Act of 1933 to any buyer within the preliminary distribution of the securities:

The undersigned registrant undertakes that during a number one providing of securities of the undersigned registrant pursuant to this registration observation, irrespective of the underwriting approach used to promote the securities to the buyer, if the securities are introduced or offered to such buyer by way of any of the next communications, the undersigned registrant might be a supplier to the buyer and might be thought to be to supply or promote such securities to such buyer:

(i)Any initial prospectus or prospectus of the undersigned registrant in terms of the providing required to be filed pursuant to Rule 424;

(ii)Any loose writing prospectus in terms of the providing ready by way of or on behalf of the undersigned registrant or used or referred to by way of the undersigned registrant;

(iii)The portion of another loose writing prospectus in terms of the providing containing subject material details about the undersigned registrant or its securities equipped by way of or on behalf of the undersigned registrant; and

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(iv)Every other communications this is an be offering within the providing made by way of the undersigned registrant to the buyer.

(b)The undersigned registrant hereby undertakes that, for functions of figuring out any legal responsibility below the Securities Act of 1933, every submitting of the registrant’s annual record pursuant to Segment 13(a) or Segment 15(d) of the Securities Change Act of 1934 (and, the place acceptable, every submitting of an worker receive advantages plan’s annual record pursuant to segment 15(d) of the Securities Change Act of 1934) this is integrated by way of reference within the registration observation might be deemed to be a brand new registration observation in terms of the securities introduced therein, and the providing of such securities at the moment might be deemed to be the preliminary bona fide providing thereof.

(h)Insofar as indemnification for liabilities bobbing up below the Securities Act of 1933 is also approved to administrators, officials and controlling individuals of the registrant pursuant to the foregoing provisions, or differently, the registrant has been prompt that within the opinion of the Securities and Change Fee such indemnification is in opposition to public coverage as expressed within the Securities Act and is, subsequently, unenforceable. Within the tournament {that a} declare for indemnification in opposition to such liabilities (rather than the cost by way of the registrant of bills incurred or paid by way of a director, officer or controlling particular person of the registrant within the a hit protection of any motion, swimsuit or continuing) is declared by way of such director, officer or controlling particular person in reference to the securities being registered, the registrant will, until within the opinion of its suggest the subject has been settled by way of controlling precedent, post to a court docket of suitable jurisdiction the query whether or not such indemnification by way of it’s in opposition to public coverage as expressed within the Securities Act and might be ruled by way of the general adjudication of such factor.

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SIGNATURES

Pursuant to the necessities of the Securities Act of 1933, the registrant certifies that it has cheap grounds to imagine that it meets all the necessities for submitting on Shape S-3 and has duly brought about this registration observation to be signed on its behalf by way of the undersigned, thereunto duly licensed, within the Town of Lengthy Seaside, State of California, on August 24, 2022.

POWER OF ATTORNEY

Every particular person whose signature seems underneath constitutes and appoints every of Brenton L. Saunders, Andrew Stanleick or Liyuan Woo, performing on my own or along with any other attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with complete energy of substitution and resubstitution, for such particular person and in his or her title, position and stead, in any and all capacities, to signal all or any additional amendments (together with post-effective amendments) to this registration observation (and any further registration observation comparable hereto approved by way of Rule 462(b) promulgated below the Securities Act of 1933 (and all additional amendments, together with post-effective amendments, thereto)), and to document the similar, with all reveals thereto, and different paperwork in connection therewith, with the Securities and Change Fee, granting unto mentioned attorneys-in-fact and brokers, and every of them, complete energy and authority to do and carry out each act and factor needful and important to be completed in and in regards to the premises, as totally to all intents and functions as he may or may just do in particular person, hereby ratifying and confirming all that mentioned attorney-in-fact and agent, or his or her exchange or substitutes, would possibly lawfully do or reason to be completed by way of distinctive feature hereof.

Pursuant to the necessities of the Securities Act of 1933, this registration observation has been signed by way of the next individuals within the capacities and at the dates indicated.

Calculation of Submitting Price Tables

Shape S-3

(Shape Sort)

The Attractiveness Well being Corporate

(Precise Title of Registrant as Laid out in its Constitution)

Table1: Newly Registered Securities

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(1)Pursuant to Rule 457(c) and Rule 457(h) of the Securities Act, and estimated only for the needs of calculating the quantity of the registration charge, the proposed most providing value is based totally upon the typical of the low and high costs of the Not unusual Inventory as reported at the Nasdaq Capital Marketplace on August 23, 2021.

Re: The Attractiveness Well being Corporate – Registration Remark on

Shape S-3

To the addressees set forth above:

We have now acted as particular suggest to The Attractiveness Well being Corporate, a Delaware company (the “Corporate”), in reference to its submitting at the date hereof with the Securities and Change Fee (the “Fee”) of a registration observation on Shape S-3 (as amended, the “Registration Remark”) below the Securities Act of 1933, as amended (the “Act”), in terms of the registration of the be offering and sale once in a while of 65,618 exceptional stocks (the “Resale Stocks”) of Magnificence A commonplace inventory, par worth $0.0001 in line with proportion (the “Magnificence A Not unusual Inventory”), of the Corporate by way of the promoting securityholders named within the Registration Remark (the “Promoting Securityholders”). This opinion is being furnished in reference to the necessities of Merchandise 601(b)(5) of Law S-Ok below the Act, and no opinion is expressed herein as to any subject bearing on the contents of the Registration Remark or comparable prospectus or prospectus complement (jointly, the “Prospectus”) rather than as expressly said herein with admire to the problem of Resale Stocks.

As such suggest, now we have tested such issues of reality and questions of regulation as now we have thought to be suitable for functions of this letter. Along with your consent, now we have relied upon certificate and different assurances of officials of the Corporate and others as to factual issues with no need independently verified such factual issues. We’re opining herein as to the Normal Company Regulation of the State of Delaware (the “DGCL”) and we specific no opinion with admire to the applicability thereto, or the impact thereon, of the regulations of another jurisdiction or, with regards to Delaware, another regulations, or as to any issues of municipal regulation or the regulations of any native businesses inside of any state.

Matter to the foregoing and the opposite issues set forth herein, it’s our opinion that, as of the date hereof that the Resale Stocks had been duly licensed by way of all important company motion of the Corporate and are validly issued, totally paid and nonassessable.

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This opinion is to your receive advantages in reference to the Registration Remark and is also relied upon by way of you and by way of individuals entitled to depend on it pursuant to the acceptable provisions of the Act. We consent on your submitting this opinion as an show off to the Registration Remark and to the connection with our company contained within the Prospectus below the heading “Felony Issues.” In giving such consent, we don’t thereby admit that we’re within the class of individuals whose consent is needed below Segment 7 of the Act or the foundations and rules of the Fee thereunder.

Showcase 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by way of reference on this Registration Remark on Shape S-3 of our record dated March 1, 2022, in terms of the monetary statements of The Attractiveness Well being Corporate and its consolidated subsidiaries, showing within the Annual File on Shape 10-Ok of The Attractiveness Well being Corporate for the 12 months December 31, 2021. We additionally consent to the connection with us below the heading “Professionals” in such Registration Remark.

/s/ Deloitte & Touche LLP

Los Angeles, California

August 24, 2022