CHP Merger Reports Offer Of Reverse Redemptions, Per Share Premium Related To Vote To Extend Period To Consummate Its SPAC Deal

CHP Merger Corp. (the "Company") (NASDAQ:CHPM) today announced that it will allow those holders of shares of the Company's Class A common stock originally sold as part of the units issued in its initial public offering that elected by 5:00 p.m. Eastern Time on November 18, 2021 to redeem their Class A common stock ("Redeeming Shareholders") in connection with the upcoming special meeting of stockholders on November 24, 2021 (the "Special Meeting"), where stockholders of the Company will vote on whether to amend the Company's amended and restated certificate of incorporation to extend the date by which the Company must complete its initial business combination from November 26, 2021 to May 26, 2021 (the "Extension") to reverse their redemption requests by sending a DTC DWAC (Deposit/Withdrawal At Custodian) request to the Company's transfer agent by November 23, 2021. The Company proposed today at a special meeting that the only item of business to take place was a proposal to adjourn the meeting until November 24, 2021 in order to give the Redeeming Stockholders time to reverse their redemptions. 

     In addition, the Company and Accelus (as defined below) have agreed that, if the Extension is approved, they will deposit into the trust account an aggregate of $0.0333 per share for each month (the "Monthly Contribution") of the Extension period, pro-rated for partial months during the Extension period, resulting in a maximum contribution of $0.20 per share of Class A common stock that is not redeemed in connection with the Special Meeting (the "Maximum Contribution"), subject to the Company's and Accelus's right to stop making said Monthly Contributions as described below and provided, that, no such deposits will be made following the completion of the Company's previously announced business combination with Integrity Implants Inc. d/b/a Accelus ("Accelus"), a U.S.-based medical technology company focused on the spinal surgery market (the "Accelus Business Combination").

     Concord Health Partners ("Concord"), an affiliate of CHP Acquisition Holdings, LLC, affiliates of Concord and other investors have agreed with Accelus that such parties will invest in certain equity securities of Accelus in multiple private placements, each such private placement occurring on a monthly basis over the next three months, and Accelus has agreed that it will then use the proceeds received from each such investment to fund the Monthly Contributions as well as other growth initiatives of Accelus.

     The per-share pro rata portion of the trust account on September 30, 2021 was approximately $10.06. If the Extension is approved and the Company needs the full length of the Extension to complete the Accelus Business Combination and the Maximum Contribution is made, an additional $0.20 will be added to the per-share redemption amount. No contribution will occur if the Extension Amendment Proposal is not approved, and the Company and Accelus will not make the monthly contributions into the trust account if the Extension is not completed for any reason. In the event the Extension is approved and the Company or Accelus elects to stop funding the Monthly Contribution, which either may do in its sole discretion, all then outstanding holders of the Class A common stock not redeemed in connection with the Special Meeting will be given an opportunity to redeem their shares at that time, and any stockholder that redeems their shares in such an event will receive a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares.