Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On December 21, 2022, stockholders of EQ Health Acquisition Corp.
(the “Company”) approved an amendment (the “Charter Amendment”) to the Amended and Restated Certificate of Incorporation
of the Company (the “Charter”) to (i) change the date by which the Company must consummate a merger, share exchange,
asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities (an “Initial
Business Combination”) from February 2, 2023 to the later of (A) December 21, 2022 and (B) the date of effectiveness
of the Charter Amendment (the “Amended Termination Date”), (ii) change the date by which the Company must consummate
an initial business combination or cease all operations except for the purpose of winding up from 24 months from the closing of the Company’s
initial public offering to the Amended Termination Date and (iii) remove the Redemption Limitation (as defined in the Charter) to
allow the Company to redeem shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”),
notwithstanding the fact that such redemptions could result in the Company having net tangible assets of less than $5,000,001 after giving
effect to such redemptions. The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on December 21,
2022, which became effective upon filing.
Additionally, the stockholders of the Company approved an amendment
to the Investment Management Trust Agreement, dated January 28, 2021, by and between the Company and Continental Stock Transfer &
Trust Company, as trustee (“Continental”), to change the date on which Continental must commence liquidation of the Trust
Account (as defined below) established in connection with the Company’s initial public offering (the “IPO”) to the Amended
Termination Date (the “Trust Amendment Proposal”).
The stockholders further approved an adjournment of the Special Meeting
to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there were insufficient votes
for, or otherwise in connection with, the first and second proposal (the “Adjournment Proposal”).
Because the Company will not be able to complete an Initial Business
Combination by the Amended Termination Date, the Company will (i) promptly, cease all operations, except for the purpose of winding
up; (ii) as promptly as reasonably possible but not more than ten business days after the Amended Termination Date, redeem the shares
of Class A Common Stock (the “Redemption”) at a per-share price, payable in cash, equal to the aggregate amount on deposit
in a trust account established for the benefit of the holders of Class A Common Stock (the “Trust Account”) as of the
Amended Termination Date, including interest earned on the funds held in the Trust Account and not previously released to the Company
to pay its tax obligations (less up to an additional $100,000 of interest to pay dissolution expenses), divided by the number of then
outstanding shares of Class A Common Stock (the “Redemption Amount”), which redemption will completely extinguish the
rights of the holders of Class A Common Stock as stockholders (including the right to receive further liquidating distributions,
if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of the remaining stockholders and the Board of Directors of the Company, dissolve and liquidate, subject in each case to the Company’s
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
On December 21, 2022, the Company (i) notified The New York
Stock Exchange (“NYSE”) of the anticipated Redemption, liquidation and dissolution; and (ii) requested that the NYSE
(A) suspend trading of the Company’s shares of Class A Common Stock and redeemable warrants to purchase shares of Class A
Common Stock (the “Redeemable Warrants,” together with the Class A Common Stock, the “Securities”) effective
before the opening of trading on December 22, 2022, and (B) file with the Securities and Exchange Commission (the “SEC”)
a Form 25 Notification of Removal from Listing and/or Registration (“Form 25”) to delist and deregister the Securities
under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Securities
will no longer be listed on the NYSE.
The Company expects that the NYSE will file the Form 25 with the
SEC on December 28, 2022, upon which the delisting of the Company’s Securities will become effective. Following that, the Company
intends to file a Form 15 Certification and Notice of Termination of Registration with the SEC, requesting that the Company’s
reporting obligations under Sections 13 and 15(d) of the Exchange Act be terminated with respect to the Securities.
The Company’s Board of Directors has determined that the voluntary
delisting of the Company’s Securities will be in the best interests of the Company and its stockholders. The Board’s decision
was based on careful review of several factors, including the benefits to the Company of eliminating the expenses of being listed on the
NYSE and the costs associated with it, as well as eliminating the demands on management’s time of complying with the NYSE listing
standards.