424B3 1 f424b30922_bullhorn.htm PROSPECTUS

Prospectus

 

Filed Pursuant to Rule 424(b)(3)

   

Registration No. 333-265206

BULL HORN HOLDINGS CORP.
801 S. Pointe Drive, Suite TH-1
Miami Beach, Florida 33139

To the Shareholders of Bull Horn Holdings Corp.:

On behalf of the board of directors of Bull Horn Holdings Corp. (“Bull Horn”), we are pleased to enclose the proxy statement/prospectus relating to the proposed merger (the “Business Combination”) of a wholly-owned subsidiary of Bull Horn with and into Coeptis Therapeutics, Inc. (“Coeptis”), pursuant to an Agreement and Plan of Merger dated effective as of April 18, 2022 (as may be further amended or supplemented from time to time, the “Merger Agreement”) among Bull Horn, Coeptis and certain other parties. It is proposed that prior to the closing of the Business Combination (the “Closing”), Bull Horn will domesticate by changing its domicile from the British Virgin Islands to the State of Delaware (the “Domestication”) and will, in connection with the Closing, change its name to “Coeptis Therapeutics Holdings, Inc.” Coeptis Therapeutics Holdings, Inc. and Bull Horn, following the Business Combination, are referred to herein collectively as the “Company.”

In connection with the Business Combination and the other matters described herein, you are cordially invited to attend the extraordinary general meeting of shareholders (the “Shareholders Meeting”) of Bull Horn, to be held at 10:00 a.m. Eastern Time, on October 26, 2022. Only shareholders who held ordinary shares of Bull Horn at the close of business on September 1, 2022 will be entitled to attend and vote at the Shareholders Meeting and at any adjournments and postponements thereof.

The Shareholder Meeting will be a completely virtual meeting of shareholders, which will be conducted via live webcast. You will be able to attend the Shareholder Meeting online and vote during the Shareholder Meeting by visiting https://www.cstproxy.com/bullhornse/sme2022. We are pleased to utilize the virtual shareholder meeting technology in order to (i) provide ready access and cost savings for our shareholders and Bull Horn, and (ii) promote social distancing pursuant to guidance provided by the Centers for Disease Control and Prevention and the U.S. Securities and Exchange Commission due to COVID-19. The virtual meeting format allows you to attend the Shareholder Meeting from any location in the world.

Bull Horn is a blank check company incorporated on November 27, 2018 as a British Virgin Islands business company and incorporated for the purpose of effecting a merger, share exchange, share reconstruction or amalgamation, asset or share acquisition, a contractual arrangement or other similar business combination transaction. Bull Horn’s units, ordinary shares and warrants are traded on The Nasdaq Capital Market (“Nasdaq”) under the symbols “BHSEU”, “BHSE” and “BHSEW,” respectively. On September 28, 2022, the closing sale prices of Bull Horn’s units, ordinary shares and warrants were $10.19, $10.17 and $0.033, respectively. At the closing of the Business Combination, the units will separate into shares of common stock and warrants and the units will no longer trade on Nasdaq. Bull Horn has applied for the listing of the common stock and warrants of the Company on Nasdaq following the completion of the Business Combination under the symbols “COEP” and “COEPW,” respectively.

At the Shareholders Meeting, Bull Horn’s shareholders will be asked to vote on the following proposals, as more fully described in the accompanying proxy statement/prospectus: (i) the Domestication Proposal, (ii) the Business Combination Proposal, (iii) the 2022 Equity Incentive Plan Proposal, (iv) the Charter Amendment Proposals, (v) the Director Election Proposal, and (vi) the Adjournment Proposal, if presented (collectively, the “Proposals”).

Bull Horn’s board of directors unanimously recommends that Bull Horn’s shareholders vote “FOR” each of the Proposals to be presented to them.

The obligations of Bull Horn and Coeptis to complete the Business Combination are subject to a number of conditions set forth in the Merger Agreement and are summarized in the accompanying proxy statement/prospectus. More information about Bull Horn and Coeptis, the Shareholders Meeting and the transactions contemplated by the Merger Agreement is contained in the accompanying proxy statement/prospectus. In particular, when you consider the recommendation regarding the Proposals by the board of directors of Bull Horn, you should keep in mind that Bull Horn’s directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, your interests as a Bull Horn shareholder. For instance, rather than liquidating Bull Horn, the sponsor of Bull Horn will benefit from the completion of the Business Combination and may be incentivized to complete the Business Combination, even if the transaction is unfavorable to shareholders of Bull Horn. You are encouraged to read the accompanying proxy statement/prospectus in its entirety, including the section entitled “Risk Factors” beginning on page 40.

Your vote is very important.    As a condition to the completion of the Business Combination, an affirmative vote of holders of a majority of the votes of the ordinary shares of Bull Horn entitled to vote on the Proposals, who are present and vote at the Shareholders Meeting is required with respect to the Proposals.

On behalf of the Board, I thank you for your support and we look forward to the successful consummation of the Business Combination.

 

Very truly yours,

   

/s/ Robert Striar

   

Robert Striar

   

Chief Executive Officer

   

Bull Horn Holdings Corp.

_____________________

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated September 30, 2022 and is first being mailed to the shareholders of Bull Horn Holdings Corp. on or about October 3, 2022.

 

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BULL HORN HOLDINGS CORP.
801 S. Pointe Drive, Suite TH-1
Miami Beach, Florida 33139

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 26, 2022

TO THE SHAREHOLDERS OF BULL HORN HOLDINGS CORP.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “Shareholders Meeting”) of Bull Horn Holdings Corp., a British Virgin Islands business company (“Bull Horn”), will be held at 10:00 a.m. Eastern Time, on October 26, 2022. The Shareholders Meeting will be a completely virtual meeting of shareholders, which will be conducted via live webcast. You will be able to attend the Shareholders Meeting online and vote during the Shareholders Meeting by visiting https://www.cstproxy.com/bullhornse/sme2022. You are cordially invited to attend the Shareholders Meeting online, which will be held for the following purposes:

(1)    The Domestication Proposal — To consider and vote upon a proposal to (a) change the domicile of Bull Horn by way of its continuation out of the British Virgin Islands, as a business company incorporated under the laws of the British Virgin Islands, and into the State of Delaware to become a corporation incorporated under the laws of the State of Delaware (the “Domestication”) pursuant to Section 184 of the BVI Business Companies Act of 2004, or the Companies Act and the applicable provisions of the Delaware General Corporation Law, as amended, respectively; (b) in connection therewith to adopt upon the Domestication taking effect, the certificate of incorporation and bylaws appended to this proxy statement as attached hereto as Annex B (the “Interim Charter”), in place of Bull Horn’s amended and restated memorandum and articles of association (the “Current Charter”) currently registered by the Registrar of Corporate Affairs in the British Virgin Islands and which will remove or amend those provisions of the Current Charter that terminate or otherwise cease to be applicable as a result of the domestication and provide for a majority of the stockholders to act by written consent; (c) filing a notice of continuation out of the British Virgin Islands with the British Virgin Islands Registrar of Corporate Affairs under Section 184 of the Companies Act; and (d) file the Interim Charter with the Secretary of State of Delaware, under which we will be domesticated from the British Virgin Islands and continue as a Delaware corporation. We refer to this proposal as the “Domestication Proposal.”

(2)    The Business Combination Proposal — To consider and vote upon a proposal to approve the Agreement and Plan of Merger dated effective as of April 18, 2022 (as amended or supplemented from time to time, the “Merger Agreement”) by and among Bull Horn, BH Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Bull Horn (“Merger Sub”), and Coeptis Therapeutics, Inc., a Delaware corporation (“Coeptis”), and the transactions contemplated by the Merger Agreement, including the issuance of the merger consideration thereunder (collectively, the “Business Combination”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Coeptis, with Coeptis continuing as the surviving entity of the Business Combination and becoming a wholly-owned subsidiary of Bull Horn as described in more detail in the attached proxy statement/prospectus. Following the Business Combination, Coeptis Therapeutics Holdings, Inc. and Bull Horn may be collectively referred to as the “Company”. We refer to this proposal as the “Business Combination Proposal.”

(3)    The 2022 Equity Incentive Plan Proposal — To consider and vote upon the approval of the 2022 Equity Incentive Plan of the Company. We refer to this proposal as the “2022 Equity Incentive Plan Proposal.”

(4)    The Charter Amendment Proposals — To consider and vote upon seven (7) separate proposals to approve and adopt the Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), a copy of which is attached to this proxy statement/prospectus as Annex C, and the Amended and Restated Bylaws (the “Bylaws”), a copy of which is attached to this proxy statement/prospectus as Annex D, of Bull Horn reflecting the following material differences from Bull Horn’s Interim Charter:

4(a)   To consider and vote upon an amendment to the Interim Charter to declassify the Bull Horn board of directors into one class of directors.

 

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4(b)  To consider and vote upon an amendment to the Interim Charter to provide that, subject to the limitations imposed by applicable law, directors may be removed with or without cause, by the holders of at least a majority in voting power of the shares then entitled to vote at an election of directors.

4(c)   To consider and vote upon an amendment to the Interim Charter to provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, and the Delaware courts will be the exclusive forum for certain stockholder litigation.

4(d)  To consider and vote upon an amendment to the Interim Charter to provide that the Bylaws and the Amended and Restated Certificate of Incorporation may only be amended in accordance with the DGCL.

4(e)   To consider and vote upon an amendment to the Interim Charter to remove the provisions addressing indemnification and advancement of expenses for the Company’s officers and directors, as the Company’s proposed Bylaws will provide for substantially similar rights to indemnification and advancement of expenses.

4(f)   To consider and vote upon the amendment and restatement of the Interim Charter and authorizing all other changes in connection with the replacement of the Interim Charter with the Amended and Restated Certificate of Incorporation and Bylaws as part of the Business Combination, including (i) changing the post-Business Combination corporate name from “Bull Horn Holdings Corp.” to “Coeptis Therapeutics Holdings, Inc.”, and (ii) removing various provisions of the Interim Charter applicable only to a blank check company, including provisions requiring special votes with respect to the variation of rights of shares prior to a business combination, that will no longer be applicable upon consummation of the Business Combination.

We refer to these proposals as the “Charter Amendment Proposals.”

(5)    The Director Election Proposal — To consider and vote upon a proposal to elect seven directors to serve on the Company’s board of directors effective from the consummation of the Domestication and Business Combination until the 2023 annual meeting of stockholders and until their respective successors are duly elected and qualified. We refer to this proposal as the “Director Election Proposal.”

(6)    The Adjournment Proposal — To consider and vote upon a proposal to require the chairman of the meeting to adjourn the Shareholders Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by Bull Horn that more time is necessary or appropriate to approve one or more proposals at the Shareholders Meeting. We refer to this proposal as the “Adjournment Proposal” and, together with the Domestication Proposal, the Business Combination Proposal, the 2022 Equity Incentive Plan Proposal, the Charter Amendment Proposals, and the Director Election Proposal as the “Proposals.”

These Proposals are described in the accompanying proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of ordinary shares of Bull Horn at the close of business on September 1, 2022 (the “Record Date”) are entitled to notice of the Shareholders Meeting and to vote and have their votes counted at the Shareholders Meeting and any adjournments or postponements thereof.

After careful consideration, Bull Horn’s board of directors unanimously recommends that the shareholders vote “FOR” the Domestication Proposal, “FOR” the Business Combination Proposal, “FOR” the 2022 Equity Incentive Plan Proposal, “FOR” each of the Charter Amendment Proposals, “FOR” the election of each of the director nominees pursuant to the Director Election Proposal and “FOR” the Adjournment Proposal.

Each of the Domestication Proposal, the Business Combination Proposal, the 2022 Equity Incentive Plan Proposal, the Director Election Proposal and each of the Charter Amendment Proposals is interdependent upon the others and must be approved in order for Bull Horn to complete the Business Combination. All of the Proposals must be approved by the holders of a majority of the ordinary shares of Bull Horn entitled to vote that are present and vote at the Shareholders Meeting.

 

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All shareholders of Bull Horn are cordially invited to attend the Shareholders Meeting in person virtually. To ensure your representation at the Shareholders Meeting, however, you are urged to mark, sign and date the enclosed proxy card and return it as soon as possible in the pre-addressed postage paid envelope provided. If you are a shareholder of record of Bull Horn ordinary shares, you may also cast your vote in person virtually at the Shareholders Meeting. If your shares are held in an account at a brokerage firm or bank, or by a nominee, you must instruct your broker, bank or nominee on how to vote your shares or, if you wish to attend the Shareholders Meeting and vote in person virtually, obtain a proxy from your broker, bank or nominee. If any of the Domestication Proposal, the Business Combination Proposal, the 2022 Equity Incentive Plan Proposal, any of the Charter Amendment Proposals or the Director Election Proposal fails to receive the required approval by the shareholders of Bull Horn at the Shareholders Meeting, the Business Combination will not be completed.

Whether or not you plan to attend the Shareholders Meeting, we urge you to read the accompanying proxy statement/prospectus (and any documents incorporated into the accompanying proxy statement/prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors” in the accompanying proxy statement/prospectus.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Shareholders Meeting or not, please mark, sign and date the enclosed proxy card and return it as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

 

By Order of the Board of Directors

   

/s/ Robert Striar

   

Robert Striar

   

Chief Executive Officer

September 30, 2022

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. YOU MAY EXERCISE YOUR RIGHTS TO DEMAND THAT BULL HORN REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT WHETHER YOU VOTE FOR OR AGAINST THE PROPOSALS OR DO NOT VOTE ON THE PROPOSALS AND WHETHER OR NOT YOU ARE HOLDER OF SHARES AS OF THE RECORD DATE OR ACQUIRED YOUR SHARES AFTER THE RECORD DATE. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST TENDER YOUR SHARES TO BULL HORN’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE SHAREHOLDERS MEETING. YOU MAY TENDER YOUR SHARES FOR REDEMPTION BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE TENDERED SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO THE APPLICABLE SHAREHOLDER. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER OR BANK TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE THE SECTION ENTITLED “SHAREHOLDERS MEETING — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

 

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Page

FREQUENTLY USED TERMS

 

iii

MARKET AND INDUSTRY DATA

 

vii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

viii

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

1

QUESTIONS AND ANSWERS

 

13

SELECTED HISTORICAL FINANCIAL DATA OF BULL HORN

 

26

SELECTED HISTORICAL FINANCIAL DATA OF COEPTIS

 

27

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

28

COMPARATIVE PER SHARE INFORMATION

 

39

RISK FACTORS

 

40

SHAREHOLDERS MEETING

 

68

PROPOSAL 1: THE DOMESTICATION PROPOSAL

 

77

PROPOSAL 2: THE BUSINESS COMBINATION PROPOSAL

 

91

PROPOSAL 3: THE 2022 EQUITY INCENTIVE PLAN PROPOSAL

 

120

PROPOSAL 4: THE CHARTER AMENDMENT PROPOSALS

 

126

PROPOSAL 4(a): THE CHARTER AMENDMENT PROPOSAL

 

133

PROPOSAL 4(b): THE CHARTER AMENDMENT PROPOSAL

 

134

PROPOSAL 4(c): THE CHARTER AMENDMENT PROPOSAL

 

135

PROPOSAL 4(d): THE CHARTER AMENDMENT PROPOSAL

 

136

PROPOSAL 4(e): THE CHARTER AMENDMENT PROPOSAL

 

137

PROPOSAL 4(f): THE CHARTER AMENDMENT PROPOSAL

 

138

PROPOSAL 5: THE DIRECTOR ELECTION PROPOSAL

 

140

PROPOSAL 6: THE ADJOURNMENT PROPOSAL

 

142

INFORMATION ABOUT BULL HORN

 

143

DIRECTORS, OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE OF BULL HORN

 

144

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF BULL HORN

 

149

DESCRIPTION OF COEPTIS’, BULL HORN’S, AND THE COMPANY’S SECURITIES

 

154

MARKET PRICE AND DIVIDENDS OF SECURITIES

 

174

BENEFICIAL OWNERSHIP OF SECURITIES

 

175

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

177

INFORMATION ABOUT COEPTIS

 

180

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF COEPTIS

 

185

EXECUTIVE OFFICERS AND DIRECTORS OF COEPTIS

 

191

EXECUTIVE COMPENSATION OF COEPTIS

 

192

PRINCIPAL STOCKHOLDERS OF COEPTIS

 

194

MANAGEMENT OF THE COMPANY FOLLOWING THE BUSINESS COMBINATION

 

195

SECURITIES ACT RESTRICTIONS ON RESALE OF THE COMPANY’S SECURITIES

 

200

APPRAISAL RIGHTS

 

201

OTHER SHAREHOLDER COMMUNICATIONS

 

201

LEGAL MATTERS

 

201

EXPERTS

 

201

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

 

201

TRANSFER AGENT AND REGISTRAR

 

202

SUBMISSION OF PROPOSALS

 

202

FUTURE STOCKHOLDER PROPOSALS

 

202

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FREQUENTLY USED TERMS

Definitions

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “Bull Horn” refer to Bull Horn Holdings Corp. (which prior to the Domestication is a business company incorporated under the laws of the British Virgin Islands and thereafter a corporation incorporated under the laws of the State of Delaware).

In this document:

2022 Equity Incentive Plan Proposal” means the proposal to be considered at the Shareholders Meeting to approve the 2022 Equity Incentive Plan of the Company.

Adjournment Proposal” means the proposal to be considered at the Shareholders Meeting to require the chairman of the meeting to adjourn the Shareholders Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by Bull Horn that more time is necessary or appropriate to approve one or more Proposals at the Shareholders Meeting.

Amended and Restated Certificate of Incorporation” means the proposed certificate of incorporation of the Company to be in effect following the Business Combination, a copy of which is attached to this proxy statement/prospectus as Annex C.

Bull Horn” means Bull Horn Holdings Corp. (which prior to the Domestication is a business company incorporated under the laws of the British Virgin Islands and after the Domestication will be a corporation incorporated under the laws of the State of Delaware).

Bull Horn Board” means the board of directors of Bull Horn.

Bull Horn Shares” means the ordinary shares, no par value, of Bull Horn prior to the Domestication.

Business Combination” means the transactions contemplated by the Merger Agreement.

Business Combination Proposal” means the proposal to be considered at the Shareholders Meeting to approve the Business Combination.

Bylaws” mean the proposed bylaws of the Company to be in effect following the Business Combination, a form of which is attached to this proxy statement/prospectus as Annex D.

Charter Amendment Proposals” means the seven separate proposals to be considered at the Shareholders Meeting to approve and adopt the proposed Amended and Restated Certificate of Incorporation, a copy of which is attached to this proxy statement/prospectus as Annex C, and the proposed Bylaws, a copy of which is attached to this proxy statement/prospectus as Annex D.

“Closing” means the closing of the Business Combination.

Code” means the Internal Revenue Code of 1986, as amended.

Coeptis” means Coeptis Therapeutics, Inc., a Delaware corporation.

Coeptis common stock” means the common stock, par value $0.0001 per share, of Coeptis.

Coeptis warrants” means Coeptis warrants to acquire up to 4,642,500 shares of Coeptis common stock at an average exercise price of $2.67 per share.

Coeptis preferred stock” means the preferred stock, par value $0.0001 per share, of Coeptis.

Companies Act” refers to the BVI Business Companies Act, 2004, as amended.

Company” means Bull Horn as a Delaware corporation by way of continuation out of the British Virgin Islands following the Business Combination. Following the completion of the Business Combination, Bull Horn will change its corporate name to “Coeptis Therapeutics Holdings, Inc.”

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Company Common Stock” means the shares of common stock, par value $0.0001 per share, of Bull Horn upon consummation of the Business Combination.

Company Board” means the board of directors of the Company subsequent to the completion of the Business Combination.

Current Charter” means Bull Horn’s amended and restated memorandum and articles of association, as amended, currently registered by the Registrar of Corporate Affairs in the British Virgin Islands.

DGCL” means the Delaware General Corporation Law, as amended.

Director Election Proposal” means the proposal to be considered at the Shareholders Meeting to elect seven directors to serve on the Company Board until the 2023 annual meeting of stockholders and until their respective successors are duly elected and qualified.

Domestication” means the domestication of Bull Horn by way of its continuation out of the British Virgin Islands into Delaware to become a Delaware corporation pursuant to Section 184 of the Companies Act and the applicable provisions of the DGCL, respectively, with the ordinary shares of Bull Horn becoming shares of common stock of the Delaware corporation under the applicable provisions of the Companies Act and the DGCL; the term includes all matters and necessary or ancillary changes in order to effect such Domestication, including the adoption of the Interim Charter (as attached hereto at Annex B) consistent with the DGCL and changing the name and registered office of Bull Horn.

Domestication Proposal” means the proposal to be considered at the Shareholders Meeting to approve the Domestication.

DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.

Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

founder shares” means the 1,875,000 currently outstanding ordinary shares of Bull Horn owned by the sponsor.

GAAP” means U.S. generally accepted accounting principles.

Imperial” means Imperial Capital, LLC, the representative of the underwriters in the IPO.

Insider Letter Agreement” means Bull Horn’s letter agreement with the sponsor, dated October 29, 2020.

Interim Charter” means the certificate of incorporation and by-laws attached to the accompanying proxy statement/prospectus as Annex B and to be adopted upon the Domestication taking effect.

IPO” or “initial public offering” means Bull Horn’s initial public offering of its Units pursuant to a registration statement on Form S-1 declared effective by the SEC on October 29, 2020 (File No. 333-248940).

Material Adverse Effect” as used in the Merger Agreement, means with respect to any specified person, any fact, event, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the business, assets, liabilities, results of operations or condition (financial or otherwise) of such person and its subsidiaries, taken as a whole or (b) the ability of such person or any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Merger Agreement or the ancillary documents to which it is a party or bound or to perform its obligations thereunder, in each case subject to certain customary exceptions.

Memorandum and Articles of Association” means Bull Horn’s current amended and restated Memorandum and Articles of Association, as may hereafter be amended.

Merger” means the statutory merger of Merger Sub with and into Coeptis pursuant to the terms of the Merger Agreement and under the applicable provisions of the DGCL, with Coeptis continuing as the surviving entity and becoming a subsidiary of the Company.

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Merger Agreement” means the Agreement and Plan of Merger, dated effective as of April 18, 2022 by and among Bull Horn, Merger Sub and Coeptis Therapeutics, Inc., as it may be amended and supplemented from time to time. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

Merger Sub” means BH Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Bull Horn.

Nasdaq” means The Nasdaq Capital Market.

Outside Date” means November 3, 2022, pursuant to the terms of the Merger Agreement.

Private Placement” means the private placement consummated simultaneously with the IPO in which Bull Horn issued to the sponsor and Imperial the private placement warrants.

Private Placement Warrants” means the 3,750,000 warrants sold to the sponsor, Imperial and I-Bankers Securities, Inc. (“I-Bankers”) and Northland Securities, Inc. (“Northland”) in the Private Placement.

Proposals” means, collectively, (i) the Domestication Proposal, (ii) the Business Combination Proposal, (iii) the 2022 Equity Incentive Plan Proposal, (iv) the Director Election Proposal, (v) the Charter Amendment Proposals, and (vi) the Adjournment Proposal, if presented.

public shareholders” means the holders of Bull Horn’s ordinary shares that were sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).

public shares” means Bull Horn’s ordinary shares sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).

Public Warrants” means Bull Horn’s warrants sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).

sponsor” means Bull Horn Holdings Sponsor LLC, a Delaware limited liability company.

Record Date” means September 1, 2022.

Redemption” means the redemption of public shares for the Redemption Price.

Redemption Price” means an amount equal to a pro rata portion of the aggregate amount then on deposit in the trust account in accordance with the Memorandum and Articles of Association (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing). The Redemption Price will be calculated two days prior to the completion of the Business Combination in accordance with Bull Horn’s Memorandum and Articles of Association, as currently in effect.

Redemption Rights” means the right of Bull Horn’s public shareholders to demand Redemption of their public shares into cash in accordance with the procedures set forth in the Memorandum and Articles of Association and this proxy statement/prospectus.

Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

SEC” means the United States Securities and Exchange Commission.

Shareholders Meeting” means the extraordinary general meeting of Bull Horn’s shareholders, to be held at 10:00 a.m. Eastern Time on October 26, 2022, and any adjournments or postponements thereof.

Securities Act” means the Securities Act of 1933, as amended.

Transactions” mean the Merger, the Domestication and the other transactions contemplated by the Merger Agreement.

Transfer Agent” means Continental Stock Transfer & Trust Company.

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trust account” means the trust account of Bull Horn, which holds the net proceeds from the IPO and the sale of the Private Placement Warrants, together with interest earned thereon, less amounts released to pay taxes and pay redemptions.

Units” means the units sold in the IPO (including pursuant to the overallotment option) consisting of one ordinary share of Bull Horn and one warrant.

Vantage Point” means Vantage Point Advisors, Inc., an independent business valuation firm.

warrant agreement” means the Warrant Agreement, dated October 29, 2020, between Bull Horn and the Transfer Agent, which governs Bull Horn’s outstanding warrants.

Share Calculations and Ownership Percentages

Unless otherwise specified (including in the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to the Company’s stockholders following the Business Combination are for illustrative purposes only and assume the following (certain capitalized terms below are defined elsewhere in this proxy statement/prospectus):

1.      No public shareholders exercise their Redemption Rights in connection with the Closing of the Business Combination, and the balance of the trust account as of the Closing is approximately $33.1 million. Please see the section entitled “Shareholders Meeting — Redemption Rights.”

2.      No (i) Bull Horn warrant holders exercise any of the Bull Horn warrants (including 7,500,000 Public Warrants and 3,750,000 Private Placement Warrants) that will remain outstanding following the Business Combination and (ii) holders of Coeptis warrants exercise any of the Coeptis warrants (assumed to be exercisable following the Business Combination to acquire 1,552,676 shares of Company Common Stock) and they will remain outstanding following the Business Combination.

3.      The total number of post-Merger shares of Company Common Stock issued to the Coeptis stockholders will be approximately 17,123,288.

4.      The total number of post-Merger shares of Company Common Stock retained by the Bull Horn shareholders will be 5,116,414.

5.       The Redemption Price will be approximately $10.22 per share at the closing of the Business Combination, assuming Bull Horn utilizes a full six-month extension.

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MARKET AND INDUSTRY DATA

Information contained in this proxy statement/prospectus concerning the market and the industry in which Coeptis competes, including its market position, general expectations of market opportunity and market size, is based on information from various third-party sources, on assumptions made by Coeptis based on such sources and Coeptis’ knowledge of the markets for its services and solutions. Any estimates provided herein involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable but that there can be no assurance as to the accuracy or completeness of such information. Notwithstanding the foregoing, we are liable for the information provided in this proxy statement/prospectus. The industry in which Coeptis operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the section entitled “Risk Factors — Risks Related to Coeptis’ Business and Industry” and elsewhere in this proxy statement/prospectus.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business, and the timing and ability for Bull Horn and Coeptis to complete the Business Combination. Specifically, forward-looking statements may include statements relating to:

        the benefits of the Business Combination;

        the future financial performance of the Company following the Business Combination;

        the timing of, expected benefits from and ability to execute on expansion plans and opportunities; and

        other statements preceded by, followed by or that include the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and Bull Horn and Coeptis managements’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of Bull Horn, Coeptis and their respective directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing Bull Horn’s views as of any subsequent date. Bull Horn does not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how your vote should be cast or in voting your shares or warrants on the Proposals. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

        the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Merger Agreement;

        the outcome of any legal proceedings that may be instituted against Coeptis or Bull Horn following announcement of the proposed Business Combination and transactions contemplated thereby;

        the inability to complete the Business Combination, including due to the failure to obtain approval of the Bull Horn shareholders or otherwise retain sufficient cash in the trust account or the failure to meet other conditions to closing in the Merger Agreement;

        the inability to consummate the Business Combination due to the uncertainty resulting from the recent COVID-19 pandemic;

        the inability to maintain the listing of the securities of the Company on Nasdaq following the Business Combination;

        the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, and the ability of the Company to grow and manage growth profitably;

        costs related to the Business Combination;

        changes in the markets that Coeptis operates;

        the possibility that Bull Horn or Coeptis may be adversely affected by other economic, business, and/or competitive factors;

        the risk that the Business Combination disrupts current plans and operations of Coeptis as a result of the announcement and consummation of the Business Combination;

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        the inability to execute Coeptis’ growth strategies, including identifying and executing acquisitions;

        the inability to develop and maintain effective internal controls;

        cost of complying with current laws and regulations and any changes in applicable laws or regulations;

        business interruptions resulting from geographical actions, including war and terrorism;

        difficulties managing our anticipated growth, or we may not grow at all;

        failure to obtain and maintain the third-party relationships that are necessary to further our business plans;

        failure to obtain necessary funding in order to continue our operations as planned, either at all or on favorable terms;

        cost of protecting and defending against intellectual property claims;

        failure to attract and retain the current senior management team and our scientific advisors as well as qualified scientific, technical and business personnel; and

        other risks and uncertainties indicated in this proxy statement/prospectus, including those set forth under the section entitled “Risk Factors.”

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus, but does not contain all of the information that may be important to you. To better understand the Proposals to be considered at the Shareholders Meeting, including the Business Combination Proposal, whether or not you plan to attend such meeting, we urge you to read this proxy statement/prospectus (including the annexes) carefully, including the section entitled “Risk Factors” beginning on page 40. See also the section entitled “Where You Can Find More Information.”

Parties to the Business Combination

Bull Horn

Bull Horn was incorporated as a British Virgin Islands business company on November 27, 2018 as a blank check company for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities. In December 2018 and January 2019, Bull Horn sold an aggregate of 2,156,250 ordinary shares (the “founder shares”) to the sponsor for an aggregate purchase price of $25,000, or approximately $0.012 per share.

On November 3, 2020, Bull Horn completed its initial public offering (the “IPO”) of 7,500,000 Units. Each Unit consists of one ordinary share and one warrant, with each warrant entitling the holder thereof to purchase one-half of one ordinary share for $11.50 per whole share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to Bull Horn of $75,000,000.

Simultaneously with the closing of the IPO, Bull Horn consummated the sale of an aggregate of 3,750,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per warrant in a private placement to Bull Horn’s sponsor, Bull Horn Holdings sponsor LLC, a Delaware limited liability company (the “sponsor”), Imperial Capital, LLC, the representative of the underwriter of the IPO (“Imperial”), I-Bankers Securities, Inc. (“I-Bankers”) and Northland Securities, Inc. (“Northland”), generating total gross proceeds of $3,750,000. On December 10, 2020, the underwriters notified Bull Horn that they would not be exercising the over-allotment option and as a result, the sponsor returned 281,250 founder shares to Bull Horn for no consideration and such ordinary shares were cancelled. Effective December 10, 2020, by agreement between the sponsor and the underwriters, an aggregate of 375,000 Private Placement Warrants were assigned by the underwriters to the sponsor.

A total of $75,750,000, comprised of $72,000,000 of the proceeds from the IPO and $3,750,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at Morgan Stanley, N.A. (the “trust account”) maintained by Continental Stock Transfer & Trust Company (the “Transfer Agent”), acting as trustee.

Bull Horn’s management team is led by Robert Striar, Chief Executive Officer, and Christopher Calise, Chief Financial Officer (each of whom are also directors of Bull Horn). Bull Horn must complete its initial business combination by November 3, 2022, which date was extended by approval of the shareholders of Bull Horn in a special meeting of shareholders held on April 26, 2022. On April 27, 2022, Bull Horn filed an amended and restated copy of the Amended and Restated Memorandum and Articles of Association with the Registrar of Corporate Affairs of the British Virgin Islands, effective the same day. In connection with the special meeting, shareholders holding 4,258,586 public shares exercised their right to redeem their shares for a pro rata portion of the funds in the trust account. As a result, approximately $43.0 million (approximately $10.10 per public share) was removed from the trust account immediately after the redemption to pay such holders and approximately $33.0 million remained in the trust account as of June 30, 2022. Following redemptions, Bull Horn has 3,241,414 public shares outstanding and the sponsor agreed to lend Bull Horn $66,667 (or approximately $0.02 per public share that remains outstanding) per month to deposit into the trust account in connection with the extension of Bull Horn’s termination date from May 3, 2022 to November 3, 2022. If the initial business combination is not consummated by November 3, 2022, then Bull Horn’s existence will terminate, and Bull Horn will distribute all amounts in the trust account.

Bull Horn’s principal executive offices are located at 801 S. Pointe Drive, Suite TH-1, Miami Beach, Florida 33139 and its phone number is (305) 671-3341.

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Merger Sub

Merger Sub is a Delaware corporation and wholly-owned subsidiary of Bull Horn formed on April 14, 2022. In the Merger, Merger Sub will merge with and into Coeptis with Coeptis being the surviving entity and becoming a wholly-owned subsidiary of the Company.

Merger Sub’s principal executive offices are located at 801 S. Pointe Drive, Suite TH-1, Miami Beach, Florida 33139 and its phone number is (305) 671-3341.

Coeptis

General.    Coeptis was originally incorporated in the State of Colorado in 1996 under the name Nelx Marketing Inc., and then changed its name to Mind 2 Market, Inc. (in 1996), then to Health Partnership, Inc. (in 2005) and then to Naerodynamics, Inc. (in 2008). In January 2020, Coeptis redomiciled to the State of Delaware and changed its then corporate name to NDYN Merger Corp. In February 2020, NDYN Merger Corp. enacted a Holding Company Reorganization pursuant to Section 251(g) of the DGCL and, in connection therewith, changed its corporate name to Vinings Holdings, Inc. Effective July 12, 2021, the company’s name changed to “Coeptis Therapeutics, Inc.”

The 2021 Merger Transaction.    On February 12, 2021, Coeptis Acquisition Sub, Inc. (“Acquisition Corp.”), a wholly-owned subsidiary of Coeptis, merged (the “2021 Merger”) with and into Coeptis Pharmaceuticals, Inc., a Delaware corporation (“Coeptis Pharmaceuticals”), with Coeptis Pharmaceuticals as the surviving corporation of the 2021 Merger. As a result of the 2021 Merger, Coeptis acquired the business of Coeptis Pharmaceuticals, which now continues its existing business operations as Coeptis’ wholly-owned subsidiary.

About Coeptis’ Subsidiaries.    Coeptis’ wholly-owned subsidiary, Coeptis Pharmaceuticals, was formed in November 2018, and its sole subsidiary, Coeptis Pharmaceuticals, LLC, was formed in July 2017. Through Coeptis’ subsidiaries, it focuses on the development and/or acquisition of pharmaceutical products and technologies which offer improvements to current therapies, thereby improving patient outcomes.

Coeptis’ current business model is designed around furthering the development of its current product portfolio. Coeptis is continually exploring partnership opportunities with companies that have novel therapies in various stages of development or companies with technologies that improve the way that drugs are delivered to patients. Coeptis seeks the best strategic relationships, which relationships could include in-license agreements, out-license agreements, co-development arrangements and other strategic partnerships in new and exciting therapeutic areas such as auto-immune disease and oncology.

Coeptis’ principal executive offices are located at 105 Bradford Road, Suite 420, Wexford, PA 15090 and its phone number is (724) 934-6467.

The Proposals to be Submitted at the Shareholders Meeting

The Domestication Proposal

Bull Horn is proposing to re-domicile by way of its continuation out of the British Virgin Islands, as a company incorporated under the laws of the British Virgin Islands, and into Delaware to become a corporation incorporated under the laws of the State of Delaware, pursuant to Section 184 of the Companies Act and the applicable provisions of the DGCL, respectively. In connection with the Domestication, Bull Horn will adopt the Interim Charter which will replace or remove certain provisions of the Current Charter which are no longer valid or otherwise applicable as a result of the Domestication (but without substantively changing such ongoing rights) and file the same with the Secretary of State of the State of Delaware. All shareholders are encouraged to read the Interim Charter in its entirety for a more complete description of its terms.

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You should note that not only will the Interim Charter preserve the existing rights of Bull Horn ordinary shares, but also that the existing provisions of the Current Charter (including Regulation 23 of the Current Charter and those provisions which cannot be amended prior to the Closing or made subject to certain restrictions or amendment) will be replicated or substantively replicated in the Current Charter. Please read the section entitled “Proposal 1: The Domestication Proposal.

The Business Combination Proposal

Bull Horn and Coeptis have agreed to the Business Combination under the terms of the Merger Agreement. Pursuant to the terms set forth in the Merger Agreement, subject to the satisfaction or waiver of the conditions to the Closing therein, after completion of the Domestication, Merger Sub will merge with and into Coeptis, with Coeptis continuing as the surviving entity and becoming a wholly-owned subsidiary of the Company.

Merger Agreement

Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the Closing (as defined below), Bull Horn will re-domicile from the British Virgin Islands to the State of Delaware through a statutory re-domestication (the “Domestication”), and (ii) upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into Coeptis (the “Merger” and, together with the Domestication and the other transactions contemplated by the Merger Agreement, the “Transactions”), with Coeptis continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of Bull Horn (after the Domestication).

Prior to the Merger, all outstanding shares of Coeptis preferred stock will convert or exchange their shares of preferred stock for shares of Coeptis common stock at the applicable ratio in Coeptis organizational documents (the “Preferred Stock Exchange”).

In the Merger, (i) all shares of Coeptis common stock issued and outstanding immediately prior to the effective time of the Merger (other than those properly exercising any applicable dissenters rights under Delaware law), but after giving effect to the Preferred Stock Exchange, will be converted into the right to receive a portion of the Merger Consideration (as defined below), (ii) certain issued and outstanding warrants to acquire shares of Coeptis stock (the “Specified Warrants”) will be assumed by Bull Horn and converted into a warrant for shares of Bull Horn common stock with its price and number of shares equitably adjusted based on the conversion of the shares of Coeptis common stock into the Merger Consideration (each, an “Assumed Warrant”), (iii) certain outstanding convertible debt of Coeptis (the “Coeptis Convertible Debt”) will be assumed by Bull Horn and will be convertible into common stock of Bull Horn (the “Assumed Convertible Debt”) and (iv) any other outstanding securities with the right to convert into or acquire equity securities of Coeptis or its subsidiaries will be terminated. At the Closing, Bull Horn will change its name to “Coeptis Therapeutics Holdings, Inc.”.

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Organizational Structure

The diagrams below depict simplified versions of the current organizational structures of Bull Horn and Coeptis, respectively.

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The diagram below depicts a simplified version of our organizational structure immediately following the completion of the Business Combination.

See the section entitled “Proposal 2: The Business Combination Proposal” for a summary of the terms of the Merger Agreement and additional information regarding the terms of the Business Combination Proposal.

The 2022 Equity Incentive Plan Proposal

Bull Horn is proposing that its shareholders approve the 2022 Equity Incentive Plan which will become effective upon the Closing and will be used by the Company on a going-forward basis following the Closing. A summary of the 2022 Equity Incentive Plan is set forth in the section entitled “Proposal 3: The 2022 Equity Incentive Plan Proposal” of this proxy statement/prospectus and a complete copy of the 2022 Equity Incentive Plan is attached hereto as Annex E.

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The Charter Amendment Proposals

Bull Horn is proposing that its shareholders approve and adopt the following seven (7) separate proposals to approve and adopt the Amended and Restated Certificate of Incorporation, a copy of which is attached to this proxy statement/prospectus as Annex C, and the Bylaws, a copy of which is attached to this proxy statement/prospectus as Annex D:

        Proposal 4(a):    To consider and vote upon an amendment to the Interim Charter to declassify the Bull Horn Board into one class of directors.

        Proposal 4(b):    To consider and vote upon an amendment to the Interim Charter to provide that, subject to the limitations imposed by applicable law, directors may be removed with or without cause, by the holders of at least a majority in voting power of the shares then entitled to vote at an election of directors.

        Proposal 4(c):    To consider and vote upon an amendment to the Interim Charter to provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act and the Delaware courts will be the exclusive forum for certain stockholder litigation.

        Proposal 4(d):    To consider and vote upon an amendment to the Interim Charter to provide that the Bylaws and the Amended and Restated Certificate of Incorporation may only be amended in accordance with the DGCL.

        Proposal 4(e):    To consider and vote upon an amendment to the Interim Charter to remove the provisions addressing indemnification and advancement of expenses for the Company’s officers and directors, as the Company’s proposed Bylaws will provide for substantially similar rights to indemnification and advancement of expenses.

        Proposal 4(f):    To consider and vote upon the amendment and restatement of the Interim Charter and authorizing all other changes in connection with the replacement of the Interim Charter with the Amended and Restated Certificate of Incorporation and Bylaws as part of the Business Combination, including (i) changing the post-Business Combination corporate name from “Bull Horn Holdings Corp.” to “Coeptis Therapeutics Holdings, Inc.”, and (ii) removing various provisions of the Interim Charter applicable only to a blank check company, including provisions requiring special votes with respect to the variation of rights of shares prior to a business combination, that will no longer be applicable upon consummation of the Business Combination.

The Charter Amendment Proposals are set forth in the section entitled “Proposal 4: The Charter Amendment Proposals” of this proxy statement/prospectus.

The Director Election Proposal

Bull Horn is proposing that its shareholders approve the election of seven directors to serve on the Company Board upon consummation of the Business Combination becoming effective until the 2023 annual meeting of stockholders, respectively, and until their respective successors are duly elected and qualified. It is noted in this regard that the appointments of the seven directors under the Director Election Proposal will take effect under the terms of the Amended and Restated Certificate of Incorporation and the Bylaws of the Company as continued into Delaware. A summary of the Director Election Proposal is set forth in the section entitled “Proposal 5: The Director Election Proposal” of this proxy statement/prospectus.

The Adjournment Proposal

The Adjournment Proposal, if adopted, will allow the Bull Horn Board to adjourn the Shareholders Meeting to a later date or dates, including, if necessary to permit further solicitation and vote of proxies if it is determined by Bull Horn that more time is necessary or appropriate to approve one or more Proposals at the Shareholders Meeting. A summary of the Adjournment Proposal is set forth in the section entitled “Proposal 6: The Adjournment Proposal” of this proxy statement/prospectus.

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The Shareholders Meeting

Date, Time and Place of Shareholders Meeting

The Shareholders Meeting will be held at 10:00 a.m. Eastern time, on October 26, 2022, or at such other date, time and place to which such meeting may be adjourned or postponed, as a virtual meeting, to consider and vote upon the Proposals. You will be able to attend, vote your shares, and submit questions during the special meeting via a live webcast available at https://www.cstproxy.com/bullhornse/sme2022.

Record Date; Outstanding Shares; Shareholders Entitled to Vote

Bull Horn has fixed the close of business on September 1, 2022 as the Record Date for determining the Bull Horn shareholders entitled to notice of and to attend and vote at the Shareholders Meeting. As of the close of business on such date, there were 5,116,414 ordinary shares outstanding and entitled to vote. Each share is entitled to one vote per share at the Shareholders Meeting.

Pursuant to the Insider Letter Agreement, 1,875,000 of founder shares owned by the sponsor will be voted in favor of the Business Combination Proposal.

Proxy Solicitation

Proxies with respect to the Shareholders Meeting may be solicited by telephone, by facsimile, by mail, on the Internet or in person virtually. Bull Horn has engaged Advantage Proxy, Inc. to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares in person virtually if it revokes its proxy before the Shareholders Meeting. A shareholder may also change its vote by submitting a later-dated proxy, as described in the section entitled “Shareholders Meeting — Revoking Your Proxy; Changing Your Vote.”

Quorum and Required Vote

A quorum of Bull Horn shareholders is necessary to hold the Shareholders Meeting. The presence, in person virtually or by proxy, of Bull Horn shareholders representing not less than 50% of the ordinary shares issued and outstanding on the Record Date and entitled to vote on the Proposals to be considered at the Shareholders Meeting will constitute a quorum for the Shareholders Meeting.

Each of the Domestication Proposal, the Business Combination Proposal, the 2022 Equity Incentive Plan Proposal, the Director Election Proposal and each of the Charter Amendment Proposals is interdependent upon the others and must be approved in order for Bull Horn to complete the Business Combination as contemplated by the Merger Agreement. Each of the Domestication Proposal, the Business Combination Proposal, the 2022 Equity Incentive Plan Proposal, the Director Election Proposal and the Charter Amendment Proposals will require the affirmative vote of the holders of a majority of the Bull Horn Shares that are present and vote at the Shareholders Meeting.

Management of the Company Following the Business Combination

The Company’s directors and executive officers upon completion of the Business Combination will be as follows:

Name

 

Age

 

Position

David Mehalick

 

53

 

Chairman and Chief Executive Officer

Daniel Yerace

 

39

 

Director and Vice President of Operations

Christine Sheehy

 

55

 

Chief Financial Officer and Secretary

Christopher Calise

 

49

 

Director

Tara Maria DeSilva

 

54

 

Independent Director

Philippe Deschamps

 

60

 

Independent Director

Christopher Cochran

 

53

 

Independent Director

Gene Salkind

 

68

 

Independent Director

For more information on the directors and executive officers upon completion of the Business Combination, see “Management of the Company Following the Business Combination.”

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Anticipated Accounting Treatment

The Transactions will be accounted for as a capital reorganization in accordance with GAAP. Accordingly, the Transactions will be treated as the equivalent of Coeptis issuing shares for the net assets of Bull Horn as of the Closing Date, accompanied by a recapitalization. The net assets of Bull Horn will be stated at historical cost, with no goodwill or other intangible assets recorded.

Regulatory Approvals

The Business Combination and the transactions contemplated by the Merger Agreement are not subject to any additional regulatory requirement or approval, except for (i) filings with British Virgin Islands and Delaware necessary to effectuate the Domestication, and (ii) filings required with the SEC pursuant to the reporting requirements applicable to Bull Horn, and the requirements of the Securities Act and the Exchange Act, including the requirement to file the registration statement of which this proxy statement/prospectus forms a part and to disseminate this proxy statement/prospectus to Bull Horn’s shareholders.

Redemption Rights

Public shareholders may seek to have their shares redeemed by Bull Horn, regardless of whether they vote for or against the Business Combination or any other Proposals and whether they held Bull Horn ordinary shares as of the Record Date or acquired them after the Record Date. For illustrative purposes, based on the funds in the trust account of approximately $33.3 million on September 27, 2022, the estimated per share Redemption Price would have been approximately $10.26. A public shareholder that has properly tendered his or her shares for Redemption will be entitled to receive his or her pro rata portion of the aggregate amount then on deposit in the trust account in cash for such shares only if the Business Combination is completed. If the Business Combination is not completed, the Redemptions will be canceled and the tendered shares will be returned to the relevant public shareholders as appropriate. Any public shareholder who holds ordinary shares of Bull Horn on or before October 24, 2022 (two (2) business days before the Shareholders Meeting) will have the right to demand that his or her shares be redeemed for a full pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid. See the section entitled “Shareholders Meeting — Redemption Rights” for the procedures to be followed if you are to redeem your shares for cash.

Appraisal Rights

If the Business Combination is completed, Coeptis stockholders who do not vote in favor of the Business Combination are entitled to appraisal rights under Section 262 of the DGCL (“Section 262”) provided that they comply with the conditions established by Section 262. For more information about such rights, see the provisions of Section 262 of the DGCL, attached hereto as Annex F, and the section entitled “Shareholders Meeting — Appraisal Rights.” Bull Horn’s shareholders do not have appraisal rights under the Companies Law or otherwise in connection with the Business Combination Proposal or the other Proposals.

Interests of the Sponsor, Directors and Officers in the Business Combination

When you consider the recommendation of the Bull Horn Board to vote in favor of approval of the Proposals, you should keep in mind that Bull Horn’s directors and officers have interests in the Business Combination that may be different from or in addition to (and which may conflict with) your interests as a shareholder and may be incentivized to complete a business combination that is less favorable to shareholders rather than liquidating Bull Horn. These interests include, among other things:

        Christopher Calise, Bull Horn’s Chief Financial Officer and Director, will be Bull Horn’s designee to the Company Board upon the Closing. As a director, in the future Mr. Calise may receive any cash fees, stock options or stock awards that the Company Board determines to pay to its directors;

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        unless Bull Horn consummates an initial business combination, Bull Horn’s officers, directors and the sponsor will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account (as of June 30, 2022, none of Bull Horn’s officers and directors have incurred any out-of-pocket expenses, but such expenses may be incurred prior to consummation of the Business Combination);

        as a condition to the IPO, pursuant to the Insider Letter Agreement, 1,875,000 of founder shares owned by the sponsor became subject to a lock-up whereby, subject to certain limited exceptions, agreed not to transfer, assign or sell 50% of the founder shares until the earlier of (i) six months after the date of the consummation of Bull Horn’s initial business combination or (ii) the date on which the closing price of Bull Horn’s ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after Bull Horn’s initial business combination and the remaining 50% of the founder shares may not be transferred, assigned or sold until six months after the date of the consummation of an initial business combination, or earlier, in either case, if, subsequent to an initial business combination, Bull Horn consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of Bull Horn shareholders having the right to exchange their ordinary shares for cash, securities or other property;

        the sponsor paid an aggregate of $25,000 for its 1,875,000 founder shares and such securities will have a significantly higher value at the time of the Business Combination. Such shares had an aggregate market value of $18,900,000 based on the last sale price of $10.08 per share on Nasdaq on June 30, 2022;

        the sponsor paid an aggregate of $2,625,000 for 2,625,000 Private Placement Warrants at a price of $1.00 per warrant in the Private Placement consummated simultaneously with the IPO, which warrants will be worthless if an initial business combination is not consummated. Such Private Placement Warrants had an aggregate market value of $99,750 based on the last sale price of $0.038 per warrant on Nasdaq on June 30, 2022;

        the sponsor has agreed not to redeem any of their founder shares in connection with a stockholder vote to approve a proposed initial business combination;

        in connection with the extension of the date of Bull Horn’s termination date from May 3, 2022 to November 3, 2022, the sponsor agreed to lend Bull Horn $66,667 (or approximately $0.02 per public share that remains outstanding) per month, up to $400,000 in aggregate, to deposit into the trust account;

        the sponsor has agreed to lend Bull Horn up to $500,000 as a working capital loan, which loan will only be repaid if the Business Combination is consummated;

        if Bull Horn does not complete an initial business combination by November 3, 2022, a portion of the proceeds from the sale of the Private Placement Warrants will be included in the liquidating distribution to Bull Horn’s public shareholders and the Private Placement Warrants will expire worthless and Bull Horn may not be able to pay back the loan by the sponsor in connection with the extension of Bull Horn’s termination date; and

        if the trust account is liquidated, including in the event Bull Horn is unable to complete an initial business combination within the required time period, the sponsor has agreed that it will be liable to Bull Horn, if and to the extent any claims by a vendor for services rendered or products sold to Bull Horn, or a prospective target business with which Bull Horn has discussed entering into a transaction agreement, reduce the amounts in the trust account to below $10.10 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under Bull Horn’s indemnity of the underwriters of Bull Horn’s IPO against certain liabilities, including liabilities under the Securities Act.

As of June 30, 2022, the sponsor and its affiliates had an aggregate of $19,374,751 at risk that depends on completion of an initial business combination, including $18,999,750 it invested in securities, $375,001 of unpaid loans. As of June 30, 2022, there was no unreimbursed out-of-pocket expenses incurred by the sponsor or its affiliates.

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Material U.S. Federal Income Tax Consequences of the Domestication

As discussed more fully under the section entitled “Proposal 1: The Domestication Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Bull Horn Shareholders” below, it is intended that the Domestication will constitute a tax-free reorganization within the meaning of Section 368(a)(l)(F) of the Code. However, due to the absence of guidance directly on how the provisions of Section 368(a) of the Code apply in the case of a statutory conversion of a corporation with no active business and only investment type assets such as Bull Horn, this result is subject to some uncertainty. Assuming that the Domestication so qualifies, U.S. Holders (as defined in such section) of Bull Horn Shares will be subject to Section 367(b) of the Code and, as a result:

        A U.S. Holder of Bull Horn Shares whose Bull Horn Shares have a fair market value of less than $50,000 on the date of the Domestication and who does not own actually and constructively 10% or more (by vote or value) of Bull Horn will not recognize any gain or loss and will not be required to include any part of Bull Horn’s earnings in income;

        A U.S. Holder of Bull Horn Shares whose Bull Horn Shares have a fair market value of $50,000 or more, but who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power or value of Bull Horn will generally recognize gain (but not loss) on the exchange of Bull Horn Shares for shares in the Company (a Delaware corporation) pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holders may file an election to include in income as a dividend the “all earnings and profits amounts,” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to their Bull Horn Shares, provided certain other requirements are satisfied. Bull Horn does not expect to have significant cumulative earnings and profits on the date of the Domestication; and

        A U.S. Holder of Bull Horn Shares whose Bull Horn Shares have a fair market value of $50,000 or more, and who on the date of the Domestication owns (actually and constructively) 10% or more of the total combined voting power or value of Bull Horn will generally be required to include in income as a dividend the “all earnings and profits amount,” (as defined in Treasury Regulation Section 1.367(b)-2(d))) attributable to its Bull Horn Shares, provided certain other requirements are satisfied. Bull Horn does not expect to have significant cumulative earnings and profits on the date of the Domestication.

Furthermore, even if the Domestication qualifies as a reorganization under Section 368(a) of the Code, a U.S. Holder of Bull Horn Shares may still recognize gain (but not loss) upon the exchange of its Bull Horn Shares for the common stock of the Delaware corporation pursuant to the Domestication under the “passive foreign investment company,” or PFIC, rules of the Code equal to the excess, if any, of the fair market value of the common stock of the Delaware corporation received in the Domestication and the U.S. Holder’s adjusted tax basis in the corresponding Bull Horn Shares surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply. In such event, the U.S. Holder’s aggregate tax basis in the common stock of the Delaware corporation received in connection with the Domestication should be the same as the aggregate tax basis of Bull Horn Shares surrendered in the Domestication, increased by any amount included in the income of such U.S. Holder under the PFIC rules. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section entitled “Proposal 1: The Domestication Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Bull Horn Shareholders — U.S. Holders — PFIC Considerations.

For a description of the tax consequences for public shareholders exercising Redemption Rights in connection with the Business Combination, see the sections entitled “Proposal 1: The Domestication Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Bull Horn Shareholders — U.S. Holders — Tax Consequences to U.S. Holders That Elect to Have Their Bull Horn Shares Converted for Cash” and “Proposal 1: The Domestication Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Bull Horn Shareholders — Non-U.S. Holders — Tax Consequences to Non-U.S. Holders That Elect to Have Their Bull Horn Shares Converted for Cash.”

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Material U.S. Federal Income Tax Consequences of the Business Combination

Each of Bull Horn and Coeptis intend that the Business Combination qualify as a reorganization within the meaning of Section 368(a) of the Code. In general, and subject to the qualifications and limitations set forth in the section titled “Proposal 2: The Business Combination — Material U.S. Federal Income Tax Consequences of the Business Combination,” if the Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, the material tax consequences to U.S. Holders (as defined below) of Coeptis common stock will be as follows:

        a Coeptis stockholder should not recognize gain or loss upon the exchange of Coeptis common stock for Bull Horn common stock pursuant to the Merger, except to the extent of cash received in lieu of a fractional share of Bull Horn common stock as described below;

        a Coeptis stockholder should recognize gain or loss to the extent any cash received in lieu of a fractional share of Bull Horn common stock exceeds or is less than the basis of such fractional share;

        a Coeptis stockholder’s aggregate tax basis for the shares of Bull Horn common stock received in the Merger should equal the stockholder’s aggregate tax basis in the shares of Coeptis common stock surrendered in the Merger, decreased by the amount of any tax basis allocable to a fractional share for which cash is received; and

        the holding period of the shares of Bull Horn common stock received by a Coeptis stockholder in the Merger should include the holding period of the shares of Coeptis common stock surrendered in exchange therefor.

In connection with the filing of the registration statement of which this proxy statement/prospectus is a part, Ellenoff Grossman & Schole LLP (“EGS”) will deliver an opinion that the statements under the section titled “Proposal 2: The Business Combination — Material U.S. Federal Income Tax Consequences of the Business Combination” constitutes the opinion of Ellenoff Grossman & Schole LLP. In rendering its opinion, counsel assumes that the statements and facts concerning the Business Combination set forth in this proxy statement/prospectus and in the Merger Agreement, are true and accurate in all respects, and that the Business Combination will be completed in accordance with this proxy statement/prospectus and the Merger Agreement. Counsel’s opinion also assumes the truth and accuracy of certain representations and covenants as to factual matters made by Bull Horn, Coeptis and Merger Sub in tax representation letters provided to counsel. In addition, counsel bases its tax opinion on the law in effect on the date of the opinion and assumes that there will be no change in applicable law between such date and the time of the Business Combination. If any of these assumptions is inaccurate, the tax consequences of the Merger could differ from those described in this proxy statement/prospectus.

Tax matters are very complicated, and the tax consequences of the Business Combination to a particular Coeptis stockholder will depend on such stockholder’s circumstances. Accordingly, you are strongly urged to consult your tax advisor for a full understanding of the tax consequences of the Business Combination to you, including the applicability and effect of federal, state, local and non-U.S. income and other tax laws.

Recommendation to Shareholders of Bull Horn

The Bull Horn Board determined unanimously that each of the Proposals is fair to and in the best interests of Bull Horn and its shareholders. The Board unanimously recommends that shareholders:

        Vote “FOR” the Domestication Proposal;

        Vote “FOR” the Business Combination Proposal;

        Vote “FOR” the 2022 Equity Incentive Plan Proposal;

        Vote “FOR” each of the Charter Amendment Proposals;

        Vote “FOR” the election of each of the director nominees pursuant to the Director Election Proposal; and

        Vote “FOR” the Adjournment Proposal, if it is presented at the Shareholders Meeting.

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The existence of any financial and personal interests of one or more of Bull Horn’s directors may be argued to result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Bull Horn and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the Proposals. See the section entitled “Proposal 2: The Business Combination Proposal — Interests of Bull Horn’s Directors and Officers and Others in the Business Combination” in this proxy statement/prospectus for a further discussion of such interests and potential conflicts of interest.

Comparison of the Rights of Holders of Coeptis Stock and Company Stock after the Business Combination

As a result of the Merger, the holders of shares of Coeptis common stock and Coeptis preferred stock will become holders of the Company Common Stock and their rights will be governed by Delaware law (and by the Company’s proposed Amended and Restated Certificate of Incorporation and Bylaws (instead of the Coeptis amended and restated certificate of incorporation and the Coeptis bylaws)). Following the Merger, former Coeptis stockholders may have different rights as Company stockholders than they had as Coeptis stockholders.

Please see the section entitled “Description of Coeptis’, Bull Horn’s, and the Company’s Securities — Comparison of the Rights of Holders of Coeptis Stock and Company Stock after the Business Combination.”

Coeptis Stockholders Meeting

Following the registration statement on Form S-4, of which this proxy statement/prospectus is a part, being declared effective by the SEC, Coeptis will hold an in-person virtual meeting of its stockholders for the purpose of authorizing, approving and consenting to, the execution, delivery and performance of the Merger Agreement and each of the ancillary documents to the Merger Agreement to which Coeptis is or is required to be a party or bound, and the consummation of the transactions contemplated by the Merger Agreement and such ancillary documents (the “Required Coeptis Stockholder Approval”), thereby approving the Merger Agreement, the Business Combination and related transactions. The Required Coeptis Stockholder Approval requires the affirmative vote of the holders of shares of Coeptis capital stock representing a majority of the votes represented by all outstanding shares of capital stock of Coeptis entitled to vote.

Risk Factors

In evaluating the Proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors” beginning on page 40.

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QUESTIONS AND ANSWERS

Q.     Why am I receiving this proxy statement/prospectus?

A.     You are receiving this proxy statement/prospectus in connection with the Shareholders Meeting. Bull Horn is holding the Shareholders Meeting to consider and vote upon the Proposals described below. Your vote is important. You are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Bull Horn’s shareholders are being asked to consider and vote upon the Domestication Proposal to change the domicile of Bull Horn by way of its continuation from the British Virgin Islands, as a business company incorporated under the laws of the British Virgin Islands to Delaware to become a corporation incorporated under the laws of the State of Delaware. The Domestication will be effected by Bull Horn filing a Certificate of Corporate Domestication and the Interim Charter with the Delaware Secretary of State and filing an application to de-register with the Registrar of Companies of the British Virgin Islands and all outstanding securities of Bull Horn will convert to outstanding securities of the Company, as described in more detail in this proxy statement/prospectus. The form of the proposed Interim Charter of the Company is attached to this proxy statement/prospectus as Annex B. See the section entitled “Proposal 1: The Domestication Proposal.

Bull Horn’s shareholders are also being asked to consider and vote upon the Business Combination Proposal to approve the Merger Agreement and the Merger contemplated thereby. The Merger Agreement provides that, among other things, Bull Horn’s wholly-owned subsidiary, Merger Sub, will merge with and into Coeptis, with Coeptis continuing as the surviving entity and becoming a subsidiary of the Company. Shareholder approval of the Merger Agreement and the transactions contemplated thereby is required by the Merger Agreement and the Memorandum and Articles of Association. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A and Bull Horn encourages its shareholders to read it in its entirety. See the section entitled “Proposal 2: The Business Combination Proposal.”

Bull Horn’s shareholders are also being asked to consider and vote upon the 2022 Equity Incentive Plan Proposal to adopt the 2022 Equity Incentive Plan. Among other things, the 2022 Equity Incentive Plan, which would become effective upon the completion of the Business Combination, is intended to maintain and strengthen the Company’s ability to attract and retain key employees, directors, consultants and certain other individuals providing services to the Company and to motivate them to remain focused on long-term shareholder value. See the section entitled “Proposal 3: The 2022 Equity Incentive Plan Proposal.” A copy of the 2022 Equity Incentive Plan is attached to this proxy statement/prospectus as Annex E, and Bull Horn encourages its shareholders to read the plan in its entirety.

Bull Horn’s shareholders are also being asked to consider and vote upon each of the Charter Amendment Proposals to approve and adopt the Amended and Restated Certificate of Incorporation and the Bylaws. See the section entitled “Proposal 4: The Charter Amendment Proposals” for a summary of the material provisions of and reasons for adoption of the Amended and Restated Certificate of Incorporation and the Bylaws. A copy of the Amended and Restated Certificate of Incorporation is attached to this proxy statement/prospectus as Annex C, and a copy of the Bylaws is attached to this proxy statement/prospectus as Annex D. Bull Horn encourages its shareholders to read the Amended and Restated Certificate of Incorporation and the Bylaws in their entirety.

Bull Horn’s shareholders are also being asked to consider and vote upon the Director Election Proposal to elect seven directors to serve on the Company Board from the consummation of the Domestication and Business Combination becoming effective until the 2023 annual meeting of stockholders and until their respective successors are duly elected and qualified. It is noted in this regard that the appointments of the seven directors under the Director Election Proposal will take effect under the terms of the Amended and Restated Certificate of Incorporation and the Bylaws of the Company as continued into Delaware. See the section entitled “Proposal 5: The Director Election Proposal.”

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Bull Horn’s shareholders are also being asked to consider and vote upon the Adjournment Proposal to adjourn the Shareholders Meeting to a later date or dates, including, if necessary, including to permit further solicitation and vote of proxies if it is determined by Bull Horn that more time is necessary or appropriate to approve one or more Proposals at the Shareholders Meeting. See the section entitled “Proposal 6: The Adjournment Proposal.”

The presence, in person virtually or by proxy, of Bull Horn shareholders representing not less than 50% of the ordinary shares issued and outstanding on the Record Date and entitled to vote on the Proposals to be considered at the Shareholders Meeting will constitute a quorum for the Shareholders Meeting.

YOUR VOTE IS IMPORTANT. YOU ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

Q.     What is being voted on at the Shareholders Meeting?

A.     At the Shareholders Meeting, the shareholders of Bull Horn are being asked to vote on the following Proposals:

        The Domestication Proposal;

        The Business Combination Proposal;

        The 2022 Equity Incentive Plan Proposal;

        Each of the Charter Amendment Proposals;

        Each of the nominees in the Director Election Proposal; and

        The Adjournment Proposal, if presented.

Q.     Are the Proposals conditioned on one another?

A.     Each of the Domestication Proposal, the Business Combination Proposal, the Director Election Proposal, each of the Charter Amendment Proposals and the 2022 Equity Incentive Plan Proposal is interdependent upon the others and each must be approved in order for Bull Horn to complete the Business Combination contemplated by the Merger Agreement. All of the Proposals must be approved by the holders of a majority of the Bull Horn Shares that are present and vote at the Shareholders Meeting.

Q.     Why is Bull Horn proposing the Domestication?

A.     The Bull Horn Board believes that it would be in the best interests of Bull Horn to effect the Domestication to enable the Company to avoid certain taxes that would be imposed on the Company if the Company were to conduct an operating business in the United States as a foreign corporation following the Business Combination. In addition, the Bull Horn Board believes Delaware provides a recognized body of corporate law that will facilitate corporate governance by the Company’s officers and directors. Delaware maintains a favorable legal and regulatory environment in which to operate. For many years, Delaware has followed a policy of encouraging companies to incorporate there and, in furtherance of that policy, has adopted comprehensive, modern and flexible corporate laws that are regularly updated and revised to meet changing business needs. As a result, many major corporations have initially chosen Delaware as their domicile or have subsequently reincorporated in Delaware in a manner similar to the procedures Bull Horn is proposing. Due to Delaware’s longstanding policy of encouraging incorporation in that state and consequently its popularity as the state of incorporation, the Delaware courts have developed a considerable expertise in dealing with corporate issues and a substantial body of case law has developed construing the DGCL and establishing public policies with respect to Delaware corporations. It is anticipated that the DGCL will continue to be interpreted and explained in a number of significant court decisions that may provide greater predictability with respect to the Company’s corporate legal affairs. In connection with the Domestication, Bull Horn will be filing the Interim Charter with the Secretary of State of Delaware prior to closing, which amends and removes the provisions of the Current Charter that terminate or otherwise become inapplicable because of

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the Domestications and provides Bull Horn’s shareholders with the same or substantially the same rights in connection with the business combination; provided that the Interim Charter will also permit a majority of the Bull Horn shareholders to act by written consent.

The Domestication will not occur unless the Bull Horn shareholders have approved the Domestication Proposal, the Business Combination Proposal, the Charter Amendment Proposals, the Director Election Proposal and the Merger Agreement is in full force and effect prior to the Domestication.

Q.     What is involved with the Domestication?

A.     The Domestication will require Bull Horn to file certain documents in both the British Virgin Islands and the State of Delaware. At the effective time of the Domestication, Bull Horn will cease to be a company incorporated under the laws of the British Virgin Islands and in connection with the Business Combination, Bull Horn will continue as a Delaware corporation. The Current Charter will be replaced by the Interim Charter and your rights as a shareholder will cease to be governed by the laws of the British Virgin Islands and will be governed by Delaware law.

Q.     How will the Domestication affect my securities of Bull Horn?

A.     Pursuant to the Domestication and without further action on the part of Bull Horn’s shareholders, each outstanding ordinary share of Bull Horn will convert to one outstanding share of the Company Common Stock and each outstanding warrant of Bull Horn will convert to one outstanding warrant of the Company. Although it will not be necessary for you to exchange your certificates representing ordinary shares and warrants after the Domestication, the Company will, upon request, exchange your Bull Horn share or warrant certificates for the applicable number of shares of Company Common Stock or warrants and all certificates for securities issued after the Domestication will be certificates representing securities of the Company.

Q.     What changes are being made to the Current Charter in connection with the Business Combination?

A:     In connection with the Domestication, Bull Horn will be filing the Interim Charter with the Secretary of State of the State of Delaware prior to the Closing, which amends and removes the provisions of the Current Charter that terminate or otherwise become inapplicable because of the Domestication and provides Bull Horn’s shareholders with the same or substantially the same rights in connection with the business combination. However, the Interim Charter will provide that Bull Horn’s stockholders may act by written consent of the stockholders holding a majority of the issued and outstanding shares of Bull Horn common stock, which is not permitted under the Current Charter. The Amended and Restated Charter, which will be effective as of the Closing and will provide for the following: (1) change the name of Bull Horn to Coeptis Therapeutics Holdings, Inc., (2) remove or amend those provisions of our Interim Charter which terminate or otherwise cease to be applicable following the Closing, and (3) add new provisions to our Interim Charter which will be applicable following the Closing. For a summary of the differences between the Current Charter and Interim Charter and the Interim Charter and the Amended and Restated Charter, see the sections entitled “Proposal 1: The Domestication Proposal” and “Proposal 4: The Charter Amendment Proposals.”

Q.     What are the material U.S. federal income tax consequences of the Domestication to U.S. Holders of Bull Horn Shares?

A.     The Domestication should qualify as a reorganization within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes. However, due to the absence of guidance directly on how the provisions of Section 368(a) of the Code apply in the case of a statutory conversion of a corporation with no active business and only investment-type assets such as Bull Horn, this result is subject to some uncertainty. If the Domestication qualifies as a reorganization within the meaning of Section 368(a), a U.S. Holder of Bull Horn Shares will be subject to Section 367(b) of the Code and as a result:

        A U.S. Holder of Bull Horn Shares whose Bull Horn Shares have a fair market value of less than $50,000 and who does not own actually and constructively 10% or more (by vote or value) of Bull Horn on the date of the Domestication will not recognize any gain or loss and will not be required to include any part of Bull Horn’s earnings in income;

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        A U.S. Holder of Bull Horn Shares whose Bull Horn Shares have a fair market value of $50,000 or more, but who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power or value of Bull Horn will generally recognize gain (but not loss) on the exchange of Bull Horn Shares for shares in the Company (a Delaware corporation) pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holders may file an election to include in income as a dividend the “all earnings and profits amounts,” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to their Bull Horn Shares, provided certain other requirements are satisfied. Bull Horn does not expect to have significant cumulative earnings and profits on the date of the Domestication; and

        A U.S. Holder of Bull Horn Shares whose Bull Horn Shares have a fair market value of $50,000 or more, and who on the date of the Domestication owns (actually and constructively) 10% or more of the total combined voting power or value of Bull Horn will generally be required to include in income as a dividend the “all earnings and profits amount,” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to its Bull Horn Shares, provided certain other requirements are satisfied. Bull Horn does not expect to have significant cumulative earnings and profits on the date of the Domestication.

Furthermore, even if the Domestication qualifies as a reorganization, the Domestication may be a taxable event to U.S. Holders of Bull Horn Shares under special rules applicable to U.S. Holders who hold shares of a “passive foreign investment company,” or “PFIC” as described in “Proposal 1: The Domestication Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Bull Horn Shareholders — U.S. Holders — PFIC Considerations.” Bull Horn believes it has been treated as a PFIC since its inception. If the Domestication should fail to qualify as a reorganization under Section 368(a), a U.S. Holder of Bull Horn Shares generally would recognize gain or loss with respect to its Bull Horn Shares in an amount equal to the difference, if any, between the fair market value of the corresponding Company Common Stock received in the Domestication and the U.S. Holder’s adjusted tax basis in its Bull Horn Shares surrendered. For a more complete discussion of the material U.S. federal income tax consequences of the Domestication, see the discussion in the section entitled “Proposal 1: The Domestication Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Bull Horn Shareholders.”

Q.     What are the material U.S. federal income tax consequences to U.S. Holders that exercise their Redemption Rights?

A.     U.S. Holders that elect to exercise their Redemption Rights generally will recognize capital gain or loss equal to the difference between the amount of cash received on the Redemption of the Bull Horn Shares and such U.S. Holder’s adjusted tax basis in such Bull Horn Shares, which generally will be equal to the cost of such Bull Horn Shares. A U.S. Holder who purchased Bull Horn Shares in the IPO generally will have a tax basis in the Bull Horn Shares that were part of the Units equal to the portion of the purchase price of such Units allocated to the Bull Horn Shares (such allocation based on the relative fair market value of the Bull Horn Shares and the Warrants at the time). However, in certain circumstances, the cash paid to such U.S. Holders will be treated as dividend income for U.S. federal income tax purposes. Moreover, because Bull Horn should be considered a PFIC for U.S. federal income tax purposes, such U.S. Holders may be subjected to special rules applicable to PFICs as described in “Proposal 1: The Domestication Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Bull Horn Shareholders — U.S. Holders — PFIC Considerations.” For a more complete discussion of the material U.S. federal income tax consequences to U.S. Holders that elect to exercise their Redemption Rights, see the discussion in the section entitled “Proposal 1: The Domestication Proposal — Material U.S. Federal Income Tax Consequences of the Domestication to Bull Horn Shareholders — U.S. Holders  Tax Consequences to U.S. Holders That Elect to Have Their Bull Horn Shares Converted for Cash.

Q.     Why is Bull Horn proposing the Business Combination?

A.     Bull Horn was organized to effect a merger, share exchange, share reconstruction or amalgamation, asset or share acquisition, a contractual arrangement or other similar business combination transaction. Since Bull Horn’s organization, the Bull Horn Board has sought to identify suitable candidates in order to effect such a transaction. In its review of Coeptis, the Bull Horn Board considered a variety of factors weighing positively and negatively in connection with the Business Combination. After careful consideration, the Bull Horn Board has determined that the Business Combination presents a highly-attractive business combination opportunity.

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The Bull Horn Board believes that, based on its review and consideration, the Business Combination with Coeptis presents an opportunity to increase shareholder value. However, there can be no assurance that the anticipated benefits of the Business Combination will be achieved. Shareholder approval of the Business Combination is required by the Merger Agreement and the Memorandum and Articles of Association as well as to comply with Nasdaq Listing Rule 5635(a) and (d).

Q.     What will happen in the Business Combination?

A.     The Business Combination consists of a series of transactions pursuant to which (i) Bull Horn will complete the Domestication and (ii) Merger Sub will following the Domestication, merge with and into Coeptis with Coeptis continuing as the surviving entity and a subsidiary of the Company. Upon the completion of the Domestication and the Merger, each issued and outstanding ordinary share of Bull Horn will become a share of common stock of the Company, and each issued and outstanding warrant to purchase ordinary shares of Bull Horn will become a warrant to purchase an equal number of shares of common stock of the Company.

Q.     What is the form of consideration that shareholders of Coeptis will receive in return for the acquisition of Coeptis by Bull Horn?

A.     In connection with the completion of the Merger, shareholders of Coeptis will collectively receive as consideration for their existing Coeptis common stock and Coeptis preferred stock shares of Company Common Stock pursuant to the Merger Agreement. However, the Merger Consideration does not include any value attributable to the Specified Warrants or Permitted Debt (as defined below).

Based on the assumptions set forth under the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages,the total number of post-Merger shares of common stock issuable to the Coeptis stockholders will be approximately 17,123,288, entitling such holders collectively to exchange Coeptis securities for approximately 77% of the Company Common Stock in the aggregate.

Each share of Company Common Stock will provide the holder the rights to vote, receive dividends, and share in distributions in connection with a liquidation and other stockholder rights with respect to the Company.

Q.     How much consideration will the holders of securities of Coeptis receive in connection with the acquisition of Coeptis by Bull Horn?

A.     The Merger consideration that will be received by Coeptis security holders from Bull Horn at the Closing will have an aggregate value equal to (the “Merger Consideration”) (i) $175,000,000, minus (or plus if positive) (ii) the amount of Coeptis’ outstanding indebtedness as of immediately prior to the Closing (excluding Permitted Debt, as described below), net of its cash as of immediately prior to the Closing, minus (iii) the amount of Coeptis’ outstanding unpaid transaction expenses and transaction bonuses as of the Closing. The Merger Consideration will be payable, (a) in the case of Coeptis stockholders, solely in new shares of Bull Horn common stock, with each share of Bull Horn common stock valued at the price per share (the “Redemption Price”) at which each Bull Horn share of common stock is redeemed or converted pursuant to the redemption by Bull Horn of its public shareholders in connection with Bull Horn’s initial business combination, as required by its amended and restated memorandum and articles of association and Bull Horn’s initial public offering prospectus (the “Closing Redemption”), and (b) with respect to the holders of the Specified Warrants, by the assumption of such warrants by Bull Horn as Assumed Warrants. The Merger Consideration deliverable to Coeptis stockholders will be allocated pro rata after giving effect to the Preferred Stock Exchange and deducting the value attributable to the Assumed Warrants as if the Specified Warrants that become Assumed Warrants were exercised on a net exercise basis as of immediately prior to the Closing.

The Coeptis Convertible Debt, along with (i) certain other outstanding indebtedness of Coeptis as of the date of the Merger Agreement (which together with the Coeptis Convertible Debt, has aggregate outstanding obligations of approximately $3.9 million as of such date), and (ii) certain other indebtedness that Coeptis is permitted to incur between the signing of the Merger Agreement and the Closing, will not affect the Merger Consideration payable to Coeptis security holders (the Coeptis Convertible Debt and such other indebtedness, “Permitted Debt”).

See the section entitled “Proposal 2: The Business Combination Proposal — The Merger Agreement — Merger Consideration.”

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Q.     What equity stake will current Bull Horn shareholders and Coeptis stockholders hold in the Company immediately after the completion of the Business Combination?

A.     Upon the completion of the Business Combination (assuming, among other things, that no Bull Horn shareholders exercise Redemption Rights with respect to their ordinary shares upon completion of the Business Combination and the other assumptions described under the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages”), the holders of securities of Coeptis are expected to own approximately 77% of the Company’s outstanding common stock and the current holders of Bull Horn Shares are expected to own approximately 23% of the Company’s outstanding common stock.

If any of Bull Horn’s shareholders exercise their Redemption Rights, the percentage of the Company’s outstanding common stock held by the current holders of Bull Horn Shares will decrease and the percentages of the Company’s outstanding common stock held by the holders of securities of Coeptis will increase, in each case relative to the percentage held if none of the Bull Horn Shares are redeemed.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages.”

Should one or more of the assumptions prove incorrect, actual beneficial ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended.

Bull Horn public shareholders who purchased Units as part of the IPO for $10.00 may experience dilution if they elect not to redeem in connection with the Business Combination. The expense of the underwriting commission would be borne by those shareholders who elect not to redeem.

The following table illustrates varying ownership levels of the Company immediately following the Business Combination:

 

No
Redemptions(1)

 


%

 

10%
Redemptions(1)

 


%

 

25%
Redemptions(1)

 


%

 

50%
Redemptions(1)

 


%

 

Maximum
Redemptions(1)

 


%

Coeptis stockholders

 

17,123,288

 

76.99

%

 

17,123,288

 

78.13

%

 

17,123,288

 

79.91

%

 

17,123,288

 

83.05

%

 

17,123,288

 

87.20

%

Bull Horn public shareholders

 

3,241,414

 

14.58

%

 

2,917,273

 

13.31

%

 

2,431,061

 

11.34

%

 

1,620,707

 

7.86

%

 

643,389

 

3.30

%

Sponsor founder shares

 

1,875,000

 

8.43

%

 

1,875,000

 

8.56

%

 

1,875,000

 

8.75

%

 

1,875,000

 

9.09

%

 

1,875,000

 

9.50

%

Total Shares of Common Stock

 

22,239,702

 

100

%

 

21,915,561

 

100

%

 

21,429,349

 

100

%

 

20,618,995

 

100

%

 

19,641,677

 

100

%

____________

(1)      Represents ownership based on assumed actual shares issued and outstanding at the Closing of the Business Combination. All percentages will be diluted if any post-Closing warrants (including 7,500,000 Public Warrants, 3,750,000 Private Placement Warrants and the assumed 1,552,676 shares underlying Coeptis warrants) or convertible debt is exercised for or converted into Company Common Stock post-Closing (including the assumed 100,334 shares issuable upon conversion of the convertible debt that is included in the Permitted Debt).

          Notwithstanding the number of redemptions, the deferred underwriting commissions of $500,000 in connection with the IPO will remain constant and be released to the underwriters only on completion of the Business Combination. Accordingly, the deferred underwriting commissions will equal 1.5% of the cash remaining in the trust account if there are no redemptions, 1.7% if 10% redemptions, 2.0% if 25% redemptions, 3.0% if 50% redemptions, and 7.6% if maximum redemptions.

          For additional information regarding assumptions incorporated into the information presented above, including, without limitation, “Maximum Redemptions,” see the sections titled “Frequently Used Terms — Share Calculations and Ownership Percentages,” “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal 2: The Business Combination Proposal — The Merger Agreement — Merger Consideration.”

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Q.     Did the Bull Horn Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.     Yes. The Bull Horn Board obtained a fairness opinion from Vantage Point. For a description of the opinion issued by Vantage Point to the Bull Horn Board, please see “Proposal 2: The Business Combination Proposal — Opinion of Vantage Point.”

Q.     What happens to the funds deposited in the trust account after completion of the Business Combination?

A.     After completion of the Business Combination, the funds in the trust account will be used to pay holders of the public shares who exercise Redemption Rights and, after paying the Redemptions, a portion will be used to pay, as well as to pay transaction expenses incurred in connection with the Business Combination, including deferred IPO underwriting fees to Bull Horn’s underwriters and for working capital of the Company and its subsidiaries and general corporate purposes of the Company and its subsidiaries. Such funds may also be used to reduce the indebtedness and certain other liabilities of the Company and its subsidiaries. As of June 30, 2022, there were cash and marketable securities held in the trust account of approximately $33.0 million. These funds will not be released until the earlier of the completion of the Business Combination or the Redemption of the public shares if Bull Horn is unable to complete a Business Combination by November 3, 2022 (except that interest earned on the amounts held in the trust account may be released earlier as necessary to pay for any franchise or income taxes and up to $50,000 in liquidation expenses).

Q.     What happens if a substantial number of public shareholders vote in favor of the Merger Proposal and exercise their Redemption Rights?

A.     Public shareholders may vote in favor of the Business Combination and still exercise their Redemption Rights, provided that Bull Horn (without regard to any assets or liabilities of Coeptis) after payment of all such Redemptions, has at least $5,000,001 in net tangible assets immediately prior to the Closing. The Business Combination may be completed even though the funds available from the trust account and the number of public shareholders is substantially reduced as a result of Redemptions by public shareholders. If the Business Combination is completed notwithstanding Redemptions, the Company will have fewer public shares and public shareholders, the trading market for the Company’s securities may be less liquid and the Company may not be able to meet the minimum listing standards for a national securities exchange. Furthermore, the funds available from the trust account for working capital purposes of the Company after the Business Combination may not be sufficient for its future operations and may not allow the Company to reduce Coeptis’ indebtedness and/or pursue its strategy for growth.

Q.     What conditions must be satisfied to complete the Business Combination?

A.     Unless waived by the parties to the Merger Agreement, and subject to applicable law, the consummation of the Business Combination is subject to a number of conditions set forth in the Merger Agreement including, among others, receipt of the requisite shareholder approvals contemplated by this proxy statement/prospectus. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “Proposal 2: The Business Combination Proposal — The Merger Agreement — Closing Conditions.”

Q.     When do you expect the Business Combination to be completed?

A.     It is currently expected that the Business Combination will be completed in the fourth quarter of 2022. This timing depends, among other things, on the approval of the Proposals to be presented at the Shareholders Meeting. However, such meeting could be adjourned if the Adjournment Proposal is adopted at the Shareholders Meeting and Bull Horn elects to adjourn the Shareholders Meeting to a later date or dates to permit further solicitation and vote of proxies if reasonably determined to be necessary or desirable by Bull Horn.

Q.     Will Bull Horn enter into any financing arrangements in connection with the Business Combination?

A.     No, Bull Horn does not currently expect to enter into any financing arrangements in connection with the Business Combination. Bull Horn may, but is not required to, enter into agreements with investors relating to a private investment in Bull Horn.

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Q.     Why is Bull Horn proposing the 2022 Equity Incentive Plan Proposal?

A.     The purpose of the 2022 Equity Incentive Plan is to enable the Company to offer eligible employees, directors and consultants cash and stock-based incentive awards in order to attract, retain and reward these individuals and strengthen the mutuality of interests between them and the Company’s stockholders. For more information, see the section entitled “Proposal 3: The 2022 Equity Incentive Plan Proposal.”

Q.     Why is Bull Horn proposing the Charter Amendment Proposals?

A.     Bull Horn is proposing the Charter Amendment Proposals to (1) change the name of Bull Horn to Coeptis Therapeutics Holdings, Inc., (2) remove those provisions of the Interim Charter which terminate or otherwise cease to be applicable following the closing of the Business Combination, and (3) adopt the Amended and Restated Certificate of Incorporation and Bylaws which will be applicable following the Domestication and the closing of the Business Combination. For a summary of the material provisions of and reasons for adoption of the Certificate of Incorporation and the Amended and Restated Bylaws, see the section entitled “Proposal 4: The Charter Amendment Proposals.”

Q.     Why is Bull Horn proposing the Director Election Proposal?

A.     Pursuant the Merger Agreement, Bull Horn and Coeptis have agreed that the initial Company Board following the completion of the Business Combination be comprised of seven individuals. David Mehalick, Daniel Yerace, Philippe Deschamps, Christopher Cochran and Gene Salkind, designated by Coeptis, and Christopher Calise and Tara Maria DeSilva, designated by Bull Horn, will serve as directors upon consummation of the Business Combination becoming effective for terms expiring at the Company’s annual meeting in 2023. The Director Election Proposal is being presented to implement the requirement of the Merger Agreement to install the Company Board. It is noted in this regard that the appointments of the seven directors under the Director Election Proposal will take effect under the terms of the Amended and Restated Certificate of Incorporation and the Bylaws of the Company as continued into Delaware.

Q.     Why is Bull Horn proposing the Adjournment Proposal?

A.     Bull Horn is proposing the Adjournment Proposal to allow the adjournment of the Shareholders Meeting to a later date or dates, including if necessary to permit further solicitation and vote of proxies if it is determined by Bull Horn that more time is necessary or appropriate to approve one or more Proposals at the Shareholders Meeting.

Q.     When and where will the Shareholders Meeting be held?

A.     The Shareholders Meeting will be held at 10:00 a.m. Eastern Time, on October 26, 2022, as a virtual meeting. Only shareholders who held ordinary shares of Bull Horn at the close of business on September 1, 2022 will be entitled to attend and vote at the Shareholders Meeting and at any adjournments and postponements thereof. You will be able to attend, vote your shares, and submit questions during the meeting via a live webcast available at https://www.cstproxy.com/bullhornse/sme2022.

Q.     Who is entitled to vote at the Shareholders Meeting?

A.     Bull Horn has fixed September 1, 2022 as the Record Date. If you were a shareholder of Bull Horn at the close of business on the Record Date, you are entitled to vote on matters that come before the Shareholders Meeting. However, a shareholder may only vote his, her or its shares if he, she or it is present in person virtually or is represented by proxy at the Shareholders Meeting.

Q.     How do I vote?

A.     If you are a record owner of your shares, there are two ways to vote your Bull Horn Shares at the Shareholders Meeting:

You Can Vote By Signing and Returning the Enclosed Proxy Card.    If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Bull Horn Board “FOR” the Domestication Proposal, the Business Combination

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Proposal, the 2022 Equity Incentive Plan Proposal, each of the Charter Amendment Proposals, the election of each of the director nominees pursuant to the Director Election Proposal and the Adjournment Proposal (if presented). Votes received after a matter has been voted upon at the Shareholders Meeting will not be counted.

You Can Attend the Shareholders Meeting and Vote in Person virtually.    You can attend by logging into the website meeting portal with your 12 digit control number. Once logged in you will be able to ask a question and or vote.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the Shareholders Meeting virtually and vote in person virtually and your shares are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way Bull Horn can be sure that the broker, bank or nominee has not already voted your shares.

Q.     What if I do not vote my Bull Horn Shares or if I abstain from voting?

A.     The approval of the Domestication Proposal, the Business Combination Proposal, the 2022 Equity Incentive Plan Proposal, the Charter Amendment Proposals, the Director Election Proposal and the Adjournment Proposal, if presented, requires the affirmative vote of a majority of the outstanding Bull Horn Shares as of the Record Date that are present and vote at the Shareholders Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast. As a result, if you abstain from voting on the Proposals, your Bull Horn Shares will be counted as present for purposes of establishing a quorum (if so present in accordance with the terms of the Memorandum and Articles of Association), but will not be counted as votes cast.

Q.     What Proposals must be passed in order for the Business Combination to be completed?

A.     The Business Combination will not be completed unless the Domestication Proposal, the Business Combination Proposal, the 2022 Equity Incentive Plan Proposal, the Charter Amendment Proposals, and the Director Election Proposal, are approved. If Bull Horn does not complete a business combination by November 3, 2022, Bull Horn will be required to dissolve and liquidate itself and return the monies held within its trust account to its public shareholders unless Bull Horn submits and its shareholders approve an extension.

Q.     How does the Bull Horn Board recommend that I vote on the Proposals?

A.     The Bull Horn Board unanimously recommends that the shareholders of Bull Horn entitled to vote on the Proposals, vote as follows:

        “FOR” approval of the Domestication Proposal;

        “FOR” approval of the Business Combination Proposal;

        “FOR” approval of the 2022 Equity Incentive Plan Proposal;

        FOR” approval of each of the Charter Amendment Proposals;

        “FOR” approval of the election of each of the director nominees pursuant to the Director Election Proposal; and

        “FOR” approval of the Adjournment Proposal, if presented;

Q.     How many votes do I have?

A.     Bull Horn shareholders have one vote per each ordinary share of Bull Horn held by them on the Record Date for the Shareholders Meeting.

Q.     How will the sponsor and Bull Horn’s officers and directors vote in connection with the Proposals?

A.     As of the Record Date, the sponsor owned of record an aggregate of 1,875,000 founder shares, representing 36.6% of the issued and outstanding Bull Horn Shares. Pursuant to the Insider Letter Agreement, the sponsor has agreed to vote its ordinary shares (including the founder shares) in favor of the Proposals. The sponsor

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and Bull Horn’s officers and directors, as of the Record Date, had not acquired any Bull Horn ordinary shares during or after its IPO in the open market. However, any subsequent purchases of Bull Horn ordinary shares prior to the Record Date by the sponsor or Bull Horn’s officers and directors in the aftermarket will make it more likely that the Proposals will be approved as such shares would be voted in favor of the Proposals.

Q.     What interests do the sponsor and Bull Horn’s officers and directors and its financial advisors have in the Business Combination?

A.     In considering the recommendation of the Bull Horn Board to vote in favor of the Business Combination, public shareholders should be aware that, aside from their interests as shareholders, the sponsor, Bull Horn’s directors and officers and its financial advisors have interests in the Business Combination that are different from, or in addition to, those of Bull Horn’s other shareholders generally. Bull Horn’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to Bull Horn shareholders that they approve the Business Combination. Further, the interests of members of the sponsor or current officers or directors of Bull Horn may be different from or in addition to (and which may conflict with) your interests and may be incentivized to complete a less favorable business combination rather than liquidating Bull Horn. Public shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

        the fact that, unless Bull Horn consummates an initial business combination, the sponsor, Bull Horn’s officers and directors will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account (as of June 30, 2022, none of Bull Horn’s officers and directors have incurred any out-of-pocket expenses);

        the fact that, as a condition to the IPO, pursuant to the Insider Letter Agreement, 1,875,000 of founder shares owned by the sponsor became subject to a lock-up whereby, subject to certain limited exceptions, agreed not to transfer, assign or sell 50% of the founder shares until the earlier of (i) six months after the date of the consummation of Bull Horn’s initial business combination or (ii) the date on which the closing price of Bull Horn’s ordinary shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after Bull Horn’s initial business combination and the remaining 50% of the founder shares may not be transferred, assigned or sold until six months after the date of the consummation of an initial business combination, or earlier, in either case, if, subsequent to an initial business combination, Bull Horn consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of Bull Horn shareholders having the right to exchange their ordinary shares for cash, securities or other property;

        the fact that Bull Horn’s sponsor owns 1,875,000 ordinary shares, which were initially acquired prior to Bull Horn’s IPO and for an aggregate purchase price of $25,000 and Bull Horn’s directors and officers have pecuniary interests in such ordinary shares through their ownership interest in the sponsor. Such shares had an aggregate market value of $18,900,000 based on the last sale price of $10.08 per share on Nasdaq on June 30, 2022. In addition, the sponsor paid an aggregate of $2,625,000 for 2,625,000 Private Placement Warrants at a price of $1.00 per warrant. Such Private Placement Warrants had an aggregate market value of $99,750 based on the last sale price of $0.038 per warrant on Nasdaq on June 30, 2022. If Bull Horn does not consummate the Business Combination or another initial business combination by November 3, 2022, and Bull Horn is therefore required to be liquidated, these shares would be worthless, as founder shares are not entitled to participate in any redemption or liquidation of the trust account. Given the differential in the purchase price that Bull Horn’s sponsor paid for the ordinary shares as compared to the price of the Units sold in Bull Horn’s IPO, the sponsor, its affiliates and Bull Horn’s directors and officers, who have pecuniary interests in such ordinary shares through their ownership interest in the sponsor, may earn a positive rate of return on their investment even if the Company Common Stock trades below the price initially paid for the Units in Bull Horn’s IPO and the public shareholders experience a negative rate of return following the completion of the Business Combination. In addition, the sponsor could potentially recoup its entire investment, inclusive of its investment in the ordinary shares and the Private Placement Warrants, even if the trading price of the Company Common Stock after the Closing is as low as $0.83 per share. See also “Risk Factors — Risks Related to the

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Domestication and the Business Combination — Some of Bull Horn’s officers and directors may be argued to have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests or in determining whether Coeptis is appropriate for Bull Horn’s initial business combination”;

        the fact that the sponsor has agreed not to redeem any of its founder shares in connection with a shareholder vote to approve a proposed initial business combination;

        the fact that, in connection with the extension of the date of Bull Horn’s termination date from May 3, 2022 to November 3, 2022, the sponsor agreed to lend Bull Horn $66,667 (or approximately $0.02 per public share that remains outstanding) per month, up to $400,000 in aggregate, to deposit into the trust account;

        the fact that the sponsor has agreed to lend Bull Horn up to $500,000 as a working capital loan, which loan will only be repaid if the Business Combination is consummated;

        the fact that, if Bull Horn does not complete an initial business combination by November 3, 2022, a portion of the proceeds from the sale of the Private Placement Warrants will be included in the liquidating distribution to Bull Horn’s public shareholders and the Private Placement Warrants will expire worthless and Bull Horn may not be able to pay back the loan by the sponsor in connection with the extension of Bull Horn’s termination date;

        the fact that, if the trust account is liquidated, including in the event Bull Horn is unable to complete an initial business combination within the required time period, the sponsor has agreed that it will be liable to Bull Horn, if and to the extent any claims by a vendor for services rendered or products sold to Bull Horn, or a prospective target business with which Bull Horn has discussed entering into a transaction agreement, reduce the amounts in the trust account to below $10.10 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under Bull Horn’s indemnity of the underwriters of Bull Horn’s IPO against certain liabilities, including liabilities under the Securities Act;

        the fact that, pursuant to the underwriting agreement entered into by Bull Horn and the underwriters in the IPO, a total of $2,250,000 in the trust account will be payable upon the consummation by Bull Horn of an initial business combination, and pursuant to a letter agreement entered by Bull Horn and the underwriters on May 4, 2022, an aggregate of $500,000, instead of the $2,250,000, will be payable to the underwriters upon the Closing of the Business Combination. Accordingly, each of the IPO underwriters has an interest in Bull Horn completing the Business Combination because if the Business Combination does not close, the deferred underwriting fee of $500,000 (or $2,250,000 if another initial business combination is consummated) will not be received by the IPO underwriters;

        the fact that Northland will be entitled to receive 1.5% of the aggregate net proceeds of a potential financing in connection with the Business Combination as well as an advisory fee of 3.5% of the product of (i) the number of shares purchased in connection with a backstop or forward purchase or similar agreement involving investors identified by Northland and (ii) $10.10 per share; and

        the fact that Christopher Calise, Bull Horn’s Chief Financial Officer and Director, is an anticipated nominee to the Company Board and, as such, after the proposed Business Combination is consummated, Mr. Calise will in the future receive any cash fees, stock options or stock awards that the Company Board determines to pay to its directors.

As of June 30, 2022, the sponsor and its affiliates had an aggregate of $19,374,751 at risk that depends on completion of an initial business combination, including $18,999,750 it invested in securities, $375,001 of unpaid loans. As of June 30, 2022, there was no unreimbursed out-of-pocket expenses incurred by the sponsor or its affiliates. These interests may have influenced Bull Horn’s directors in making their recommendation that you vote in favor of the approval of the Business Combination.

Q.     Do I have Redemption Rights with respect to my Bull Horn Shares?

A.     Under Section 23.5 of the Memorandum and Articles of Association, prior to the completion of the Business Combination, Bull Horn will provide all of the public shareholders with the opportunity to have their shares redeemed upon the completion of the Business Combination, subject to certain limitations, for cash equal

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to the applicable Redemption Price; provided, however, that Bull Horn may not redeem such shares to the extent that such Redemption would result in Bull Horn having net tangible assets (as determined under the Exchange Act) of less than $5,000,001 upon the completion of the Business Combination.

Public shareholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination, whether or not they were holders of Bull Horn ordinary shares as of the Record Date or acquired their shares after the Record Date. The Redemptions will be effectuated in accordance with the Memorandum and Articles of Association and British Virgin Islands law. Any public shareholder who holds ordinary shares of Bull Horn on or before October 24, 2022 (two business days before the Shareholders Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid, at the completion of the Business Combination; provided that such public shareholders follow the procedures provided for exercising such Redemption as set forth in the Memorandum and Articles of Association, as described below, by such date. However, the proceeds held in the trust account could be subject to claims that could take priority over those of public shareholders exercising Redemption Rights, regardless of whether such holders vote for or against the Business Combination Proposal and whether such holders are holders of Bull Horn ordinary shares as of the Record Date. Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. A public shareholder will be entitled to receive cash for these shares only if the Business Combination is completed.

Q.     May the sponsor, Bull Horn’s directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination?

A.     The sponsor and Bull Horn’s directors, officers, advisors or their affiliates may purchase Bull Horn Shares in privately negotiated transactions or in the open market either prior to or after the Closing of the Business Combination, including from Bull Horn shareholders who would have otherwise exercised their Redemption Rights. However, the sponsor, directors and officers have no current commitments or plans to engage in such transactions and have not formulated any terms or conditions for any such transactions at the date of this proxy statement/prospectus. If Bull Horn engages in such transactions, any such purchases will be subject to limitations regarding possession of any material nonpublic information not disclosed to the seller of such shares and they will not make any such purchases if such purchases are prohibited by Regulation M under the Exchange Act. Any such purchase after the Record Date would include a contractual acknowledgement that the selling shareholder, although still the record holder of Bull Horn Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its Redemption Rights. In the event the sponsor or Bull Horn’s directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their Redemption Rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per-share pro rata portion of the aggregate amount then on deposit in the trust account.

Pursuant to the Insider Letter Agreement, the sponsor has agreed to waive its Redemption Rights with respect to the founder shares and any public shares purchased during or after the IPO in connection with the consummation of the Business Combination without receipt of any consideration. However, if the sponsor or Bull Horn’s directors, officers and their affiliates acquired public shares in or after the IPO (or acquire public shares following the date of this proxy statement/prospectus), they will be entitled to liquidating distributions from the trust account with respect to such public shares if Bull Horn fails to complete a Business Combination by November 3, 2022.

Q.     Is there a limit on the number of shares I may redeem?

A.     Each public shareholder, together with any affiliate or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking Redemption Rights with respect to 15% or more of the public shares. Accordingly, any shares held by a public shareholder or “group” in excess of such 15% cap will not be redeemed by Bull Horn. Any public shareholder who holds less than 15% of the public shares may have all of the public shares held by him or her redeemed for cash.

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Q.     How do I exercise my Redemption Rights?

A.     If you are a public shareholder and you seek to have your shares redeemed, you must, no later than 5:00 p.m., Eastern Time, on October 24, 2022 (two (2) business days before the Shareholders Meeting), that (i) submit your request in writing to Bull Horn’s Transfer Agent that Bull Horn redeem your shares for cash, at the address listed at the end of this section and (ii) deliver your share certificates (if any) and other redemption forms to Bull Horn’s Transfer Agent physically or electronically using The Depository Trust Company’s DWAC system.

Any request for Redemption, once made by a public shareholder, may be withdrawn at least two (2) business days before the vote is taken with respect to the Business Combination Proposal at the Shareholders Meeting. In addition, if you deliver your shares for Redemption to Bull Horn’s Transfer Agent and later decide prior to the Shareholders Meeting not to elect Redemption, you may request that Bull Horn’s Transfer Agent return the shares (physically or electronically). You may make such request by contacting Bull Horn’s Transfer Agent at the phone number or address listed at the end of this section.

Any corrected or changed written demand of Redemption Rights must be received by Bull Horn’s secretary two (2) business days prior to the vote taken on the Business Combination Proposal at the Shareholders Meeting. No demand for Redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the Transfer Agent at least two (2) business days prior to the vote at the Shareholders Meeting.

Public shareholders seeking to exercise their Redemption Rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is Bull Horn’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, Bull Horn does not have any control over this process and it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their banks, brokers or other nominees to have the shares certificated or delivered electronically. There is a cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a nominal fee to the tendering broker and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Business Combination is not completed, this may result in an additional cost to shareholders for the return of their shares.

If a public shareholder properly demands Redemption as described above, then, if the Business Combination is completed, Bull Horn will redeem the shares subject to the Redemptions for cash. Such amount will be paid promptly after completion of the Business Combination. If you exercise your Redemption Rights, then you will be exchanging your Bull Horn Shares for cash and will no longer own these shares following the Business Combination.

If you are a public shareholder and you exercise your Redemption Rights, it will not result in either the exercise or loss of any Bull Horn warrants that you may hold. Your Bull Horn warrants will continue to be outstanding following a Redemption of your Bull Horn Shares and will become exercisable in connection with the completion of the Business Combination.

If you intend to seek Redemption of your public shares, you will need to deliver your shares (either physically or electronically) to Bull Horn’s Transfer Agent prior to the Shareholders Meeting, as described in this proxy statement/prospectus. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com

Q.     What happens if the Business Combination is not completed?

A.     If a public shareholder has tendered shares to be redeemed but the Business Combination is not completed, the Redemptions will be canceled and the tendered shares will be returned to the relevant public shareholders as appropriate. The current deadline set forth in the Memorandum and Articles of Association for Bull Horn to complete its initial Business Combination is November 3, 2022.

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SELECTED HISTORICAL FINANCIAL DATA OF BULL HORN

The selected historical condensed income statement data for the quarter ended June 30, 2022 and the year ended December 31, 2021 and the selected historical condensed balance sheet data as of June 30, 2022 and December 31, 2021 have been derived from Bull Horn’s financial statements included elsewhere in this proxy statement/prospectus.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read carefully the following selected information in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Bull Horn” and Bull Horn’s historical financial statements and accompanying footnotes, included elsewhere in this proxy statement/prospectus.

Statements of Income Statement Data

(in thousands, except share and per share data)

Income Statement Data:

 

Six Months
Ended
June 30,
2022

 


Year Ended
December 31,
2021

Revenue

 

$

 

 

$

 

Loss from operations

 

 

(1,273

)

 

 

(681

)

Interest Income

 

 

56

 

 

 

8

 

Change in fair value of warrant liabilities

 

 

4,197

 

 

 

15,903

 

Change in fair value of convertible promissory note

 

 

(1

)

 

 

 

Net Income

 

 

2,979

 

 

 

15,230

 

Basic and diluted net income per share, ordinary shares subject to possible redemption

 

 

0.38

 

 

 

1.62

 

Weighted average shares outstanding, basic and diluted, ordinary shares
subject to possible redemption

 

 

5,962,177

 

 

 

7,500,000

 

Basic and diluted net loss per share, non-redeemable ordinary shares

 

 

0.38

 

 

 

1.62

 

Weighted average shares outstanding – basic and diluted, non-redeemable ordinary shares

 

 

1,875,000

 

 

 

1,875,000

 

Statements of Balance Sheet Data:

(in thousands, except share and per share data)

Balance Sheet Data:

 

As of
June 30,
2022

 

As of December 31, 2021

Total current assets

 

$

123

 

 

$

413

 

Trust account

 

 

32,989

 

 

 

75,759

 

Total assets

 

 

33,112

 

 

 

76,172

 

Total liabilities

 

 

4,102

 

 

 

7,187

 

Value of ordinary shares subject to redemption

 

 

32,989

 

 

 

75,759

 

Shareholders’ deficit

 

 

(3,979

)

 

 

(6,774

)

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SELECTED HISTORICAL FINANCIAL DATA OF COEPTIS

The selected historical consolidated statement of operations data for the three months ended June 30, 2022, six months ended June 30, 2022 and the year ended December 31, 2021, and the selected historical consolidated balance sheet data of Coeptis presented below as of June 30, 2022 and December 31, 2021 have been derived from Coeptis’ consolidated financial statements included elsewhere in this proxy statement/prospectus.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read carefully the following selected information in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Coeptis” and Coeptis’ historical consolidated financial statements and accompanying footnotes, included elsewhere in this proxy statement/prospectus.

Statements of Income Statement Data

Income Statement Data:

 

Three Months
Ended
June 30,
2022

 

Six Months
Ended
June 30,
2022

 

Year Ended
December 31,
2021

Revenue

   

 

 

$

 

 

$

75,000

 

Loss from operations

 

(9,812,854

)

 

 

(25,583,988

)

 

 

(14,233,066

)

Interest Expense

 

63,826

 

 

 

119,644

 

 

 

187,133

 

Net Income (loss)

 

(9,802,837

)

 

 

(28,982,530

)

 

 

(13,449,280

)

Weighted average common shares outstanding

 

38,657,490

 

 

 

38,042,870

 

 

 

32,400,101

 

Loss per share, basic and fully-diluted

 

(0.25

)

 

 

(0.76

)

 

 

(0.42

)

Statements of Balance Sheet Data:

Balance Sheet Data:

 

As of
June 30,
2022

 

As of
December 31,
2021

Total current assets

 

$

2,378,295

 

$

2,179,558

Total assets

 

 

6,523,645

 

 

6,765,576

Total liabilities

 

 

4,462,611

 

 

4,414,942

Total Stockholders’ Equity

 

 

2,061,034

 

 

2,350,634

Total liabilities and Stockholders’ Equity

 

 

6,523,645

 

 

6,765,576

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses” and presents the combination of the historical financial information of Bull Horn and Coeptis adjusted to give effect to the Business Combination and the other events contemplated by the Merger Agreement.

The unaudited pro forma condensed combined balance sheet as of June 30, 2022 combines the historical unaudited balance sheet of Coeptis and the historical unaudited balance sheet of Bull Horn on a pro forma basis as if the Business Combination and related transactions had been consummated on June 30, 2022.

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2022 combines the historical unaudited condensed statement of operations of Coeptis for the six months ended June 30, 2022 and the historical unaudited condensed statement of operations of Bull Horn for the six months ended June 30, 2022. The twelve months ended December 31, 2021 combines the historical audited statements of operations of Coeptis for the year ended December 31, 2021 and the historical audited statements of operations of Bull Horn for the year ended December 31, 2021. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2022 and for the year ended December 31, 2021 are presented on a pro forma basis as if the Business Combination and related transactions had been consummated on January 1, 2021, the beginning of the earliest period presented.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the financial position and results of operations that would have been achieved had the Business Combination and related transactions occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information may not be useful in predicting the future financial condition and results of operations of the Company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of the unaudited pro forma condensed combined financial information and is subject to change as additional information becomes available and analyses are performed. This information should be read together with the following:

        the (a) historical audited financial statements of Bull Horn as of December 31, 2021 and for the year ended through December 31, 2021 and (b) historical unaudited condensed financial statements of Bull Horn as of and for the six months ended June 30, 2022;

        the (a) historical audited consolidated financial statements of Coeptis as of and for the years ended December 31, 2021 and December 31, 2020 and (b) historical unaudited condensed consolidated financial statements of Coeptis as of and for the six months ended June 30, 2022;

        the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Coeptis” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Bull Horn” and other financial information included elsewhere in this proxy statement/prospectus; and

        other information relating to Bull Horn and Coeptis included in this proxy statement/prospectus, including the Merger Agreement and the description of certain terms thereof set forth under the section entitled “Proposal 2: The Business Combination Proposal.”

Description of the Business Combination

On April 18, 2022, Bull Horn entered into the Merger Agreement with Merger Sub and Coeptis. Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the Closing, Bull Horn will re-domicile from the British Virgin Islands to the State of Delaware through a statutory re-domestication, and (ii) upon the Closing, Merger Sub will merge with and into Coeptis, with Coeptis continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of Bull Horn (after the Domestication).

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Table of Contents

The Merger Consideration received by Coeptis security holders from Bull Horn at the Closing will have an aggregate value equal to (i) $175,000,000, minus (or plus if positive) (ii) the amount of Coeptis’ outstanding indebtedness as of immediately prior to the Closing (excluding Permitted Debt, as described below), net of its cash as of immediately prior to the Closing, minus (iii) the amount of Coeptis’ outstanding unpaid transaction expenses and transaction bonuses as of the Closing. The Merger Consideration will be payable, (a) in the case of Coeptis stockholders, solely in new shares of Bull Horn common stock, with each share of Bull Horn common stock valued at the price per share at which each Bull Horn share of common stock is redeemed or converted pursuant to the redemption by Bull Horn of its public shareholders in connection with Bull Horn’s initial business combination, as required by its amended and restated memorandum and articles of association and Bull Horn’s initial public offering prospectus, and (b) with respect to the holders of the Specified Warrants, by the assumption of such warrants by Bull Horn as Assumed Warrants. The Merger Consideration deliverable to Coeptis stockholders will be allocated pro rata after giving effect to the Preferred Stock Exchange and deducting the value attributable to the Assumed Warrants as if the Specified Warrants that become Assumed Warrants were exercised on a net exercise basis as of immediately prior to the Closing.

The Coeptis Convertible Debt, along with (i) certain other outstanding indebtedness of Coeptis as of the date of the Merger Agreement (which together with the Coeptis Convertible Debt, has aggregate outstanding obligations of approximately $3.9 million as of such date), and (ii) certain other indebtedness that Coeptis is permitted to incur between the signing of the Merger Agreement and the Closing, will not affect the Merger Consideration payable to Coeptis security holders.

In connection with the completion of the Merger, shareholders of Coeptis will collectively receive as consideration for their existing Coeptis common stock and Coeptis preferred stock shares of Company Common Stock pursuant to the Merger Agreement. However, the Merger Consideration does not include any value attributable to (i) Assumed Warrants to purchase 1,552,676 shares (at an average exercise price of $6.96) or (ii) 100,334 shares which may be issued upon the conversion of the Assumed Convertible Debt. All other equity instruments of Coeptis will be cancelled or exercised prior to the completion of the Business Combination. Based on the assumptions set forth under the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages,” the total number of post-Merger shares of common stock issuable to the Coeptis stockholders will be approximately 17,123,288, entitling such holders collectively to exchange Coeptis securities for approximately 77% of the Company Common Stock in the aggregate.

For more information about the Business Combination, please see the section entitled “Proposal 2: The Business Combination Proposal.” A copy of the Merger Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

Accounting Treatment

The Transactions will be accounted for as a capital reorganization in accordance with GAAP. Accordingly, the Transactions will be treated as the equivalent of Coeptis issuing shares for the net assets of Bull Horn as of the Closing Date, accompanied by a recapitalization. The net assets of Bull Horn will be stated at historical cost, with no goodwill or other intangible assets recorded.

Coeptis has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

        Coeptis’s stockholders will have the largest voting interest in the Company under both the no redemption and maximum redemption scenarios;

        The Company Board will have seven members, and Coeptis has the ability to designate the majority of the members of the Company Board;

        Coeptis’s senior management is the senior management of the Company;

        The business of Coeptis will comprise the ongoing operations of the Company; and

        Coeptis is the larger entity, in terms of substantive operations and employee base.

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Table of Contents

Basis of Pro Forma Presentation

Bull Horn is providing the following selected unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the transactions.

The following selected unaudited pro forma condensed combined balance sheet combines the unaudited historical condensed consolidated balance sheet of Coeptis as of June 30, 2022 with the unaudited historical condensed balance sheet of Bull Horn as of June 30, 2022, giving effect to the transactions as if they had been consummated as of that date.

The following selected unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2022 combines the unaudited historical condensed consolidated statement of operations of Coeptis for the six months ended June 30, 2022 with the unaudited condensed statement of operations of Bull Horn for the six months ended June 30, 2022, giving effect to the transactions as if they had occurred as of January 1, 2021, the beginning of the earliest period presented.

The following selected unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 combines the audited historical consolidated statement of operations of Coeptis for the year ended December 31, 2021 with the audited statement of operations of Bull Horn for the year ended December 31, 2021, giving effect to the transactions as if they had occurred as of January 1, 2021, the beginning of the earliest period presented.

The selected unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption of Bull Horn’s ordinary shares into cash:

        Scenario 1 — Assuming No Redemptions:    This presentation takes into account the 4,258,586 Bull Horn ordinary shares that were redeemed in connection with the special meeting of shareholders held on April 26, 2022 and assumes that no additional Bull Horn shareholders exercise Redemption Rights with respect to their ordinary shares upon consummation of the Business Combination; and

        Scenario 2 — Assuming Maximum Redemptions:    This presentation assumes that an additional 2,598,025 Bull Horn ordinary shares are redeemed for their pro rata share of the cash in the trust account. This presentation assumes that Bull Horn shareholders exercise their Redemption Rights with respect to a maximum of 2,598,025 ordinary shares upon consummation of the Business Combination at a Redemption Price of approximately $10.22 per share. The maximum redemption amount reflects the maximum number of Bull Horn public shares that can be redeemed without violating the conditions of the Merger Agreement or the requirement of the Current Charter that Bull Horn cannot redeem public shares if it would result in Bull Horn having a minimum net tangible asset value of less than $5,000,001, after giving effect to the payments to redeeming shareholders. Scenario 2 includes all adjustments contained in Scenario 1 and presents additional adjustments to reflect the effect of the maximum redemptions. Should Bull Horn’s shareholders attempt to redeem more than the maximum amount of 2,598,025 ordinary shares, it would be in violation of the conditions of the Merger Agreement and its Current Charter and Bull Horn would not proceed with the Business Combination.

The Transaction Accounting Adjustments reflect only the application of required accounting to the acquisition, disposition, or other transaction linking the effects of the acquired business to the registrant’s audited historical financial statements. The adjustments presented in the selected unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the Company upon consummation of the transactions.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the financial position and results of operations that would have been achieved had the Business Combination and related transactions occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information may not be useful in predicting the future financial condition and results of operations of the Company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro

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forma adjustments represent management’s estimates based on information available as of the date of the unaudited pro forma condensed combined financial information and is subject to change as additional information becomes available and analyses are performed. This information should be read together with the following:

        the (a) historical audited financial statements of Bull Horn as of December 31, 2021 and for the year ended December 31, 2021 and (b) historical unaudited condensed financial statements of Bull Horn as of and for the six months ended June 30, 2022;

        the (a) historical audited consolidated financial statements of Coeptis as of and for the years ended December 31, 2021 and December 31, 2021 and (b) historical unaudited condensed consolidated financial statements of Coeptis as of and for the six months ended June 30, 2022;

        the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Coeptis,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Bull Horn” and other financial information included elsewhere in this proxy statement/prospectus; and

        other information relating to Bull Horn and Coeptis included in this proxy statement/prospectus, including the Merger Agreement and the description of certain terms thereof set forth under the section entitled “Proposal 2: The Business Combination Proposal — The Merger Agreement.”

The selected unaudited pro forma condensed combined financial information is presented for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the selected unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the Company will experience.

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UNAUDITED CONDENSED COMBINED PRO FORMA BALANCE SHEET
AS OF JUNE 30, 2022
(in thousands)

 

Coeptis
(Historical)

 

Bullhorn
(Historical)

 

Transaction
Accounting
Adjustments
(Assuming No
Redemptions)

     

Pro Forma
Combined
(Assuming No
Redemptions)

 

Additional
Transaction
Accounting
Adjustments
(Assuming
Maximum

Redemptions)

     

Pro Forma
Combined
(Assuming
Maximum
Redemptions)

Assets

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

 

 

 

 

     

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

 

 

 

 

     

 

 

 

Cash and cash equivalents

 

$

2,378

 

 

$

84

 

 

$

32,989

 

 

(1)

 

$

32,069

 

 

$

(26,441

)

 

(3)

 

$

5,628

 

   

 

 

 

 

 

 

 

 

 

(7,200

)

 

(4)

 

 

 

 

 

 

 

 

     

 

 

 

   

 

 

 

 

 

 

 

 

 

133

 

 

(7)

 

 

 

 

 

 

 

 

     

 

 

 

   

 

 

 

 

 

 

 

 

 

(133

)

 

(7)

 

 

 

 

 

 

 

 

     

 

 

 

   

 

 

 

 

 

 

 

 

 

(374

)

 

(8)

 

 

 

 

 

 

 

 

     

 

 

 

   

 

 

 

 

 

 

 

 

 

4,192

 

 

(9)

 

 

 

 

 

 

 

 

     

 

 

 

Prepaid expenses and other current assets

 

 

 

 

 

39

 

 

 

250

 

 

(4)

 

 

289

 

 

 

 

     

 

289

 

Total Current Assets

 

 

2,378

 

 

 

123