UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington,

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the
Securities Exchange Act of 1934

  ___________________________________ 

Filed by the Registrant   ☒

Check the appropriate box:

BULL HORN HOLDINGS CORP.

Coeptis Therapeutics Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

BULL HORN HOLDINGS CORP.
801 S. POINTE DRIVE, SUITE TH-1
MIAMI BEACH, FLORIDA 33139Dear Stockholder,

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 26, 2022

TO THE SHAREHOLDERS OF BULL HORN HOLDINGS CORP.:

You are cordially invited to attend the special meeting (the “special meeting”)our 2023 Annual Meeting of shareholders of Bull Horn Holdings Corp. (“Bull Horn,” “Company,” “we,” “us” or “our”) to be heldStockholders on December ____, 2023 at 10:00 a.m. Eastern Time on April 26, 2022. (Eastern Time), which will be held virtually. As always, we encourage you to vote your shares prior to the Annual Meeting.

The formal meeting notice and proxy statementagenda for the special meetingAnnual Meeting is set forth in the accompanying Notice of 2023 Annual Meeting of Stockholders and Proxy Statement.

For the reasons set forth in the accompanying Proxy Statement, our Board of Directors recommends that you vote “FOR” proposals 1 – 5 on the agenda for the Annual Meeting.

We look forward to virtually greeting those of you who are attached.able to attend the Annual Meeting.

To ensure that you will be represented, we ask you to vote by telephone, mail, or over the Internet as soon as possible. You can vote at the Annual Meeting in person or by proxy and you may revoke your proxy at any time prior to its exercise at the Annual Meeting.

Thank you for your continued support and cooperation.

THIS PROXY STATEMENT AND ENCLOSED PROXY CARD ARE

FIRST BEING DISSEMINATED TO STOCKHOLDERS ON OR ABOUT November _____, 2023.

Preliminary Proxy Statement

Subject to Completion, Dated November 7, 2023

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

OF

COEPTIS THERAPUETICS HOLDINGS, INC.

To the Stockholders of Coeptis Therapeutics Holdings, Inc.:

Notice is hereby given that the 2023 Annual Meeting of Stockholders of Coeptis Therapeutics Holdings, Inc. (“we,” “us,” “the Company” or “Coeptis”) will take place virtually on December ______, 2023 at 10:00 a.m. (Eastern Time).

ACCESS: The specialannual meeting will be a completely virtual meeting of shareholders, which will be conducted via live webcast.held over the internet. You will be able to attend the specialannual meeting, online, vote and submit your questions during the special meeting by visiting https://www.cstproxy.com/bullhornse/sm2022. We are pleased to utilizewww.virtualshareholdermeeting.com/COEP2023 and entering your 16-digit control number included in your Important Notice Regarding the Availability of Proxy Materials, or the Notice, or proxy card. For further information about the virtual shareholderannual meeting, technologyplease see the Important Information about the Annual Meeting and Voting beginning on page 3.

PROPOSAL:

These Proposals are described in the accompanying proxy statement, which we encourage you to (i) provide ready accessread in its entirety before voting.

WHO MAY VOTE: You may vote if you were the record owner of Coeptis Therapeutics Holdings, Inc. common stock at the close of business on November 3, 2023 (the “Record Date”). A list of stockholders of record will be available at the annual meeting and, cost savings for our shareholders andduring the company, and (ii) to promote social distancing pursuant to guidance provided by the Center for Disease Control and the U.S. Securities and Exchange Commission due10 days prior to the novel Coronavirus. The virtualannual meeting, format allows attendance from any location in the world.either electronically or at our principal executive offices located at 105 Bradford Rd, Suite 420, Wexford, Pennsylvania 15090.

Even if you are planning on attending the special meeting online, please promptly submit your proxy vote by Internet, telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the special meeting. Instructions on voting your shares are on the proxy materials you received for the special meeting. Even if

PROXY CARDS ARE ENCLOSED SO STOCKHOLDERS CAN VOTE THEIR SHARES OF THE COMPANY’S COMMON STOCK. IT IS IMPORTANT THAT EACH STOCKHOLDER EXERCISE HIS/HER RIGHT TO VOTE.

Whether you plan to attend the specialannual meeting or not, we urge you to vote and submit your proxy by the Internet, telephone or mail by following the instructions contained in person online,this proxy statement or in the Notice to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is strongly recommendedvoted at the Annual Meeting. If you completeparticipate in and returnvote your shares at the annual meeting, your proxy card beforewill not be used.

Although we have mailed the special meeting date,Notice, this Proxy, our 2022 Annual Report to ensure that your shares will be represented atStockholders and other Proxy materials to you, the special meeting if youproxy statement and our 2022 Annual Report to Stockholders are unablealso available at: www.ProxyVote.com.

Wexford, Pennsylvania

[_________], 2023

IF NO SPECIFIC INSTRUCTIONS ARE GIVEN WITH REGARD TO THE MATTERS TO BE VOTED UPON, THE SHARES REPRESENTED BY A SIGNED PROXY CARD WILL BE VOTED “FOR” THE PROPOSALS LISTED ON THE PROXY CARD.

Preliminary Proxy Statement

Subject to attend. The special meeting is to be held for the sole purpose of consideringCompletion, Dated November 7, 2023

105 Bradford Rd, Suite 420

Wexford, Pennsylvania 15090

PROXY STATEMENT

This Proxy Statement and voting upon the following proposals:

•        a proposal to amend Bull Horn’s amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) to extend the date by which Bull Horn must consummate a business combination (the “Extension”) from May 3, 2022 to November 3, 2022 (such date or later date, as applicable, the “Extended Date”), by amending the Amended and Restated Memorandum and Articles of Association to delete the existing Regulation 23.2 thereof and replacing it with the new Regulation 23.2 in the form set forth in Annex A of the accompanying proxy statement (the “Extension Proposal”); and

•        a proposalcard are being furnished to direct the chairmanholders of the special meeting to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Extension Proposal (the “Adjournment Proposal”Coeptis Therapeutics Holdings, Inc. common stock, par value $0.0001 per share (“Common Stock”).

Each of the Extension Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement.

The purpose of the Extension Proposal and, if necessary, the Adjournment Proposal, is to allow Bull Horn more time to complete an initial business combination. Our Amended and Restated Memorandum and Articles of Association provide that Bull Horn has until May 3, 2022 to complete a business combination. Bull Horn’s board of directors (“Board”) believes that there will not be sufficient time before May 3, 2022 to complete an initial business combination. Accordingly, the Board believes that in order to be able to consummate a business combination, we need to obtain the Extension. Therefore, our Board has determined that it is in the best interests of our shareholders to extend the date by which Bull Horn must consummate a business combination to the Extended Date in order to provide our shareholders with the opportunity to participate in this prospective investment.

Holders (“public shareholders”) of Bull Horn’s ordinary shares (“public shares”) sold in its initial public offering (“IPO”) may elect to redeem their public shares for their pro rata portion of the funds available in the trust account, in connection with the Extension Proposal regardlesssolicitation of how such public shareholdersproxies by our Board of Directors (the “Board”) for use at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually on December [________], 2023 at 10:00 a.m. (Eastern Time) and at any adjournment or postponement thereof pursuant to the accompanying Notice of Annual Meeting of Stockholders.

To be admitted to the Annual Meeting virtually, you must go online to ww.virtualshareholdermeeting.com/COEP2023 and enter the control number that is printed in the box marked by the arrow on your proxy card. If you attend the meeting virtually, you may vote during the Annual Meeting by following the instructions available on the meeting website.

Copies of this Proxy Statement and proxies to vote the Common Stock are being sent to stockholders on or about November ____, 2023.

The agenda of the Annual Meeting will be as follows:

Currently, we are not aware of any other matters that will come before the Annual Meeting. If any other matters properly come before the Annual Meeting, the persons designated as proxies will retain discretion to vote in regard to those amendments. This right of redemption is provided for and is required by Bull Horn’s Amended and Restated Memorandum and Articles of Association and Bull Horn also believes thataccordance with their judgment on such redemption right protects Bull Horn’smatters.

Table of Contents

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND VOTING

What is the purpose of this Proxy Statement and the 2022 Annual Report to sustain their investmentsStockholders?

Our Board is soliciting your proxy to vote at the Annual Meeting, which will be held solely by means of live audio webcast online at www.virtualshareholdermeeting.com/COEP2023, on ________________, December ____, 2023, at 10:00 a.m. (Eastern Daylight Time). This Proxy Statement contains important information about the matters to be voted on at the Annual Meeting, the voting process, the compensation of our directors and certain of our executive officers, corporate governance matters, and certain other required information. Our 2022 Annual Report to Stockholders, which consists of our Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”), contains information about our business, our audited financial statements and other important information that we are required to disclose under the SEC’s rules.

As many of our Stockholders may be unable to virtually attend the Annual Meeting, proxies are solicited to give each Stockholders an unreasonably long period if Bull Horn failsopportunity to consummate an initial business combination byvote on all matters that will properly come before the Extended Date. IfAnnual Meeting. References in this Proxy Statement to the Extension Proposal is approved by the requisite vote of shareholders (and not abandoned), the remaining holders of public shares will retain their right to redeem their public shares for their pro rata portionAnnual Meeting include any adjournments or postponements of the funds available inAnnual Meeting.

Why did you send me this proxy statement?

We sent you this proxy statement and proxy card because our board of directors is soliciting your proxy to vote at the trust account upon consummation of an initial business combination.

To exerciseAnnual Meeting and any adjournment and postponement thereof. This proxy statement summarizes information related to your redemption rights,vote at the Annual Meeting. All stockholders who find it convenient to do so are cordially invited to attend the Annual Meeting virtually. However, you must tenderdo not need to attend the meeting to vote your shares toshares. Instead, you may simply complete, sign and return the Company’s transfer agent at least two business days prior toproxy card or vote over the special meeting. You may tender your sharesInternet, by either delivering your share certificates to the transfer agentphone, or by delivering your shares electronically usingfax.

How do I attend the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name,Annual Meeting?

The Annual Meeting will be held virtually via live webcast at www.virtualstockholdermeeting.com/COEP2023 on December _______, 2023 at 10:00 a.m. (Eastern Time). To attend the meeting, you will need the 16-digit control number included in the Notice, your proxy card or the instructions that accompanied your proxy materials. Online check-in will begin at 9:45 a.m. (Eastern Time) and you should allow ample time for the check-in procedures. The virtual meeting has been designed to instructprovide the same rights to participate as you would have at an in-person meeting. Information on how to vote before and during the Annual Meeting is discussed below.

What is the purpose of the Annual Meeting?

For stockholders to vote on the following proposals:

How does the Board of Directors recommend I vote on these proposals?

The Board recommends that you vote:

Who is entitled to vote at the Annual Meeting?

Holders of our common stock as of the close of business on November 3, 2023 (the “Record Date”) may vote at the Annual Meeting. As of the Record Date, there were 34,108,036 shares of common stock outstanding. Each share of common stock is entitled to one vote.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered the stockholder of record with respect to those shares, and the Notice was sent directly to you by us. As a stockholder of record, you may vote your shares at the Annual Meeting or by proxy as described below.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the "beneficial owner" of shares held in street name. The Notice and, upon your request, the proxy materials were forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to withdraw thevote your shares from your account in order to exercise your redemption rights.

If the Extension Proposal is approved, our sponsor, or its designees, has agreed to lend us $66,667 per month (the “Initial Contribution”), commencing on May 3, 2022, and on the 3rd day of each subsequent month until the Extended Date (the “Additional Contributions” and, collectively with the Initial Contribution, the “Contributions”). Accordingly, the amount contributed per share will depend on the number of public shares that remain outstanding after redemptions in connection with the Extension. For example, if Bull Horn takes until August 3, 2022 to complete an initial business combination, which would represent three calendar months, our sponsor or its designees would make aggregate maximum Contributions equal to $200,001. If 2,000,000 public shares remain outstanding after redemptions in connection with such Extension, then the amount contributed per share will be approximately $0.10 per share (or approximately $0.033 per month). However, if 1,500,000 public shares remain outstanding after redemptions in connection with such Extension, then the amount contributed per share will be approximately $0.133 per share (or approximately $0.044 per month). Furthermore, if 2,500,000 public shares remain outstanding after redemptions in connection with such Extension, then the amount contributed per share will be approximately $0.08 per share (or approximately $0.027 per month).

Assuming the Extension Proposal is approved, the Initial Contribution will be deposited in the trust account promptlyby following the special meeting. Each Additional Contribution will be deposited in the trust account within five calendar days from the 3rd day of such calendar month (or portion thereof). Accordingly, if the Extension Proposal is approved and the Extension is implemented and the Company takes the full time through the Extended Date to complete an initial business combination, in comparison to the current redemption amount of $10.10 per share, the redemption amount per share upon the closing of such business combination or the Company’s subsequent liquidation will be (x) approximately $10.30 per share, if 2,000,000 public shares remain outstanding after redemptions, (y) approximately $10.37 per share, if 1,500,000 public shares remain outstanding or (z) approximately $10.26 per share, if 2,500,000 public shares remain outstanding.

The Contributions are conditioned upon the implementation of the Extension Proposal. The Contributions will not occur if the Extension Proposal is not approved or the Extension is not completed. The amount of the Contributions will not bear interest and will be repayable by us to our sponsor or its designees upon consummation of an initial business combination. If our sponsor or its designees advises us that it does not intend to make the Contributions, then the Extension Proposal and the Adjournment Proposal will not be put before the shareholders at the special meeting and, unless we can complete an initial business combination by May 3, 2022, we will dissolve and liquidate in accordance with the Amended and Restated Memorandum and Articles of Association. Our sponsor or its designees will have the sole discretion whether to continue extendingtheir instructions for additional calendar months until the Extended Date and if our sponsor determines not to continue extending for additional calendar months, its obligation to make Additional Contributions will terminate.voting.

Based upon the current amount in the trust account, Bull Horn estimates that the per-share pro rata portion of the trust account will be approximately $10.10 at the time of the special meeting. The closing price of Bull Horn’s shares on April 4, 2022 was $10.08. Bull Horn cannot assure shareholders that they will be able to sell their shares of Bull Horn in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.

The Adjournment Proposal, if adopted, will allow our Board to adjourn the special meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.

If the Extension Proposal is not approved and we do not consummate an initial business combination by May 3, 2022 in accordance with our Amended and Restated Memorandum and Articles of Association, or if the Extension Proposal is approved and we do not consummate an initial business combination by the Extended Date, we will cease all operations except for the purpose of winding up and as promptly as reasonably possible but not more than five business days thereafter, redeem 100% of the outstanding public shares with the aggregate amount then on deposit in the trust account.

The affirmative vote of the holders of at least 65% of the Company’s ordinary shares entitled to vote which are present (in person online or by proxy) at the special meeting and which vote on the Extension Proposal will be required to approve the Extension Proposal.

The affirmative vote of a majority of the Company’s ordinary shares entitled to vote which are present (in person online or by proxy) at the special meeting and which vote on the Adjournment Proposal will be required to approve the Adjournment Proposal.

Our Board has fixed the close of business on March 31, 2022 as the date for determining the Bull Horn shareholders entitled to receive notice of and vote at the special meeting and any adjournment thereof. Only holders of record of Bull Horn shares on that date are entitled to have their votes counted at the special meeting or any adjournment thereof.

You are not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, provided that you are a shareholder onstockholder of record, you may vote through the record date for a meeting to consider a business combination, you will retaininternet before or during the right to vote onAnnual Meeting, by proxy through the business combination when it is submitted to shareholders and the right to redeem your public shares for a pro rata portion of the trust account in the event the business combination is approved and completedinternet or the Company has not consummated a business combination by the Extended Date.

After careful consideration of all relevant factors, our Board has determined that the Extension Proposal and, if presented, the Adjournment Proposal are fair to and in the best interests of Bull Horn and its shareholders, has declared them advisable and recommends that you votetelephone or give instruction to vote “FOR” the Extension Proposal and, if presented, “FOR” the Adjournment Proposal.

No other business shall be transacted at the special meeting.

Enclosed isby proxy using the proxy statement containing detailed information concerningcard included with the Extension Proposal and the Adjournment Proposal and the special meeting.proxy materials. Whether or not you plan to attend the special meeting,Annual Meeting, we urge you to read this material carefully and vote by proxy to ensure your shares.

We look forward to seeing you at the meeting.vote is counted.

Beneficial Owner: Shares Registered in the special meeting. Name of Broker or Bank

If you are a shareholderbeneficial owner of record,shares registered in the name of your broker, bank or other agent, you may also castshould have received the Notice containing voting instructions from that organization rather than from the Company. Follow the voting instructions in the Notice to ensure that your vote in person online atis counted. To vote through the special meeting. If your shares are held in an account at a brokerage firm or bank,internet during the Annual Meeting, you must instructobtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker or bank howincluded with these proxy materials or contact your broker or bank to vote your shares, or you may cast your vote in person online at the special meeting by obtainingrequest a proxy from your brokerage firm or bank.form.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to be held on April26, 2022: This notice of meeting and the accompanying proxy statement are available at https://www.cstproxy.com/bullhornse/sm2022.

BULL HORN HOLDINGS CORP.
801 S. POINTE DRIVE, SUITE TH-1
MIAMI BEACH, FLORIDA 33139If I submit a proxy, how will it be voted?

SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 26, 2022
PROXY STATEMENT

The special meeting (the “special meeting”) of shareholders of Bull Horn Holdings Corp. (“Bull Horn,” “Company,” “we,” “us” or “our”), a British Virgin Islands business company,When proxies are properly signed, dated and returned, the shares represented by the proxies will be held at 10:00 a.m. Eastern Time on April 26, 2022, as a virtual meeting. 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/sm2022, for the sole purpose of considering and voting upon the following proposals:

•        a proposal to amend Bull Horn’s amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) to extend the date by which Bull Horn must consummate a business combination (the “Extension”) from May 3, 2022 to November 3, 2022 (such date or later date, as applicable, the “Extended Date”), by amending the Amended and Restated Memorandum and Articles of Association to delete the existing Regulation 23.2 thereof and replacing it with the new Regulation 23.2 in the form set forth in Annex A of the accompanying proxy statement (the “Extension Proposal”); and

•        a proposal to direct the chairman of the special meeting to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Extension Proposal (the “Adjournment Proposal”).

The Extension Proposal is essential to the overall implementation of the plan of our board of directors (the “Board”) to extend the date that Bull Horn must complete an initial business combination. The purpose of the Extension Proposal and, if necessary, the Adjournment Proposal, is to allow Bull Horn more time to complete an initial business combination. Our Amended and Restated Memorandum and Articles of Association provide that Bull Horn has until May 3, 2022 to complete an initial business combination. Our Board believes that there will not be sufficient time before May 3, 2022 to complete an initial business combination. Accordingly, the Board believes that in order to be able to consummate an initial business combination, we need to obtain the Extension. Therefore, our Board has determined that it is in the best interests of our shareholders to extend the date by which Bull Horn must consummate a business combination to the Extended Date in order to provide our shareholders with the opportunity to participate in this prospective investment.

The affirmative vote of the holders of at least 65% of the Company’s ordinary shares entitled to vote which are present (in person online or by proxy) at the special meeting and which vote on the Extension Proposal will be required to approve the Extension Proposal. The affirmative vote of a majority of the Company’s ordinary shares entitled to vote which are present (in person online or by proxy) at the special meeting and which vote on the Adjournment Proposal will be required to approve the Adjournment Proposal.

If the Extension Proposal is approved, our sponsor, or its designees, has agreed to lend us $66,667 per month (the “Initial Contribution”), commencing on May 3, 2022, and on the 3rd day of each subsequent month until the Extended Date (the “Additional Contributions” and, collectively with the Initial Contribution, the “Contributions”). Accordingly, the amount contributed per share will depend on the number of public shares that remain outstanding after redemptions in connection with the Extension. For example, if Bull Horn takes until August 3, 2022 to complete an initial business combination, which would represent three calendar months, our sponsor or its designees would make aggregate maximum Contributions equal to $200,001. If 2,000,000 public shares remain outstanding after redemptions in connection with such Extension, then the amount contributed per share will be approximately $0.10 per share (or approximately $0.033 per month). However, if 1,500,000 public shares remain outstanding after redemptions in connection with such Extension, then the amount contributed per share will be approximately $0.133 per share (or approximately $0.044 per month). Furthermore, if 2,500,000 public shares remain outstanding after redemptions in connection with such Extension, then the amount contributed per share will be approximately $0.08 per share (or approximately $0.027 per month).

Assuming the Extension Proposal is approved, the Initial Contribution will be deposited in the trust account promptly following the special meeting. Each Additional Contribution will be deposited in the trust account within five calendar days from the 3rd day of such calendar month (or portion thereof). Accordingly, if the Extension Proposal is approved and the Extension is implemented and the Company takes the full time through the Extended Date to complete an initial business combination, in comparison to the current redemption amount of $10.10 per share, the redemption amount per share upon the closing of such business combination or the Company’s subsequent liquidation will be (x) approximately $10.30 per share, if 2,000,000 public shares remain outstanding after redemptions, (y) approximately $10.37 per share, if 1,500,000 public shares remain outstanding or (z) approximately $10.26 per share, if 2,500,000 public shares remain outstanding.

The Contributions are conditioned upon the implementation of the Extension Proposal. The Contributions will not occur if the Extension Proposal is not approved or the Extension is not completed. The amount of the Contributions will not bear interest and will be repayable by us to our sponsor or its designees upon consummation of an initial business combination. If our sponsor or its designees advises us that it does not intend to make the Contributions, then the Extension Proposal and the Adjournment Proposal will not be put before the shareholders at the special meeting and, unless we can complete an initial business combination by May 3, 2022, we will dissolve and liquidatevoted in accordance with the Amended and Restated Memorandum and Articlesinstructions of Association. Our sponsor or its designees will have the sole discretion whetherstockholder. If no specific instructions are given, you give authority to continue extending for additional calendar months untilour Corporate Secretary to vote the Extended Date and if our sponsor determines not to continue extending for additional calendar months, its obligation to make Additional Contributions will terminate.

In connectionshares in accordance with the Extension Proposal, holders (“public shareholders”)recommendations of Bull Horn’s ordinary shares soldour Board as described above. If any director nominee is not able to serve, proxies will be voted in its IPO (“public shares”) may elect to redeem their public shares for their pro rata portionfavor of the funds availableother nominee and may be voted for a substitute nominee, unless our Board chooses to reduce the number of directors serving on our Board. If any matters not described in this Proxy Statement are properly presented at the trust account in connection withAnnual Meeting, then the Extension Proposal (the “Election”) regardless ofproxy holders will use their own judgment to determine how such public shareholder votes in regard to vote the Extension Proposal. Bull Horn believes that such redemption right protects Bull Horn’s public shareholders from having to sustain their investments for an unreasonably long period if Bull Horn fails to complete its initial business combination in the timeframe initially contemplated by its Amended and Restated Memorandum and Articles of Association.shares. If the Extension ProposalAnnual Meeting is approved and implemented,adjourned, the remaining public shareholders will retain their right to redeem their public shares for their pro rata portion of the funds available in the trust account in connection with any meeting to approve an initial business combination.

To exercise your redemption rights, you must tenderproxy holders can vote your shares toon the Company’s transfer agent at least two business days prior to the special meeting. You may tendernew meeting date as well, unless you have revoked your shares by either delivering your share certificates to the transfer agentproxy.

Can I change my vote or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system.revoke my proxy?

Yes. If you holdare a stockholder of record, you can change your vote or revoke your proxy before it is exercised by:

Your most current proxy card or telephone or internet proxy is the one that is counted. If you are a beneficial owner of shares held in street name, you will need to instructshould follow the instructions of your bank, broker or other nominee to withdrawchange or revoke your voting instructions.

How are Votes Counted?

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for the election of directors, “For,” “Withhold” and broker non-votes; and, with respect to the other proposals, votes “For” and “Against,” abstentions and broker non-votes. Broker non-votes will not be included in the tabulation of the voting results of any of the proposals and, therefore, will have no effect on such proposals.

What constitutes a quorum at the Annual Meeting?

The presence, in person or by proxy, of the holders of a majority in voting power of the shares of our common stock issued and outstanding and entitled to vote at the Annual Meeting must be present or represented to conduct business at the Annual Meeting. On the Record Date, there were 34,108,036 shares outstanding and entitled to vote. Thus, the holders of at least 17,054,019 shares must be present in person or represented by proxy at the meeting to have a quorum. Your shares will be considered part of the quorum if you return a signed and dated proxy card, if you vote by telephone or Internet, or if you attend the Annual Meeting.

Abstentions and withhold votes are counted as "shares present" at the Annual Meeting for purposes of determining whether a quorum exists. Proxies submitted by banks, brokers or other holders of record holding shares for you as a beneficial owner that do not indicate a vote for some of or all the proposals because that holder does not have voting authority and has not received voting instructions from you (so-called "broker non-votes") are also considered "shares present" for purposes of determining whether a quorum exists. If you are a beneficial owner, these holders are permitted to vote your account in ordershares on the ratification of the appointment of our independent registered public accounting firm, even if they do not receive voting instructions from you.

What is the voting requirement to exercise your redemption rights.approve each of the proposals?

If

Provided that there is a quorum, the Extension Proposal is approved, such approval will constitute consentvoting requirements are as follows:

Who pays for the Companycost of this proxy solicitation?

We will pay all the costs of preparing, mailing and soliciting the proxies. We will ask brokers, banks, voting trustees and other nominees and fiduciaries to (i) remove fromforward the trust account an amount (the “Withdrawal Amount”) equalproxy materials to the numberbeneficial owners of public shares properly redeemedour common stock and to obtain the authority to execute proxies. We will reimburse them for their reasonable expenses upon request. In addition to mailing proxy materials, our directors, officers and employees may solicit proxies in connectionperson, by telephone or otherwise. These individuals will not be specially compensated.

Where can I find the voting results of the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

How do I submit a stockholder proposal for consideration at next year’s annual meeting of stockholders?

To be considered for inclusion in our proxy materials for our 2024 Annual Meeting of Stockholders, your proposal must be submitted in writing by December 30, 2023 to our Corporate Secretary at 105 Bradford Rd, Suite 420, Wexford, Pennsylvania 15090, and you must comply with all applicable requirements of Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). However, if the 2024 Annual Meeting of Stockholders is advanced by more than 30 days prior to or delayed by more than 30 days after [__________], 2024, then the deadline will be a reasonable time prior to the time we begin to print and send our proxy materials. To comply with the shareholder vote onuniversal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than the Extension Proposal multipliedCompany’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the per-share price equalExchange Act no later than [__________], 2024.

Pursuant to our Bylaws, if you wish to submit a proposal (including a director nomination) at the aggregate amount then on deposit2024 Annual Meeting of Stockholders that is not to be included in the trust account as of two businessnext year’s proxy materials, you must do so not less than 90 days prior to the special meeting, including interest earned on the trust account deposits (which interest shall be net of taxes payable), divided by the number of then outstanding public shares and (ii) deliver to the holders of such redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain2024 Annual Meeting; provided, however, that in the trust account and be available for use by the Company to complete a business combination on or before the Extended Date. Holdersevent that less than 100 day’s notice of prior public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on a business combination through the Extended Date if the Extension Proposal is approved.

The removaldisclosure of the Withdrawal Amount from the trust account in connection with the Election will reduce the amount held in the trust account following the redemption, and the amount remaining in the trust account may be significantly reduced from the approximately $75.8 million that was in the trust account as of December 31, 2021. In such event, Bull Horn may need to obtain additional funds to complete a business combination and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

If the Extension Proposal is not approved and we do not consummate a business combination by May 3, 2022, as contemplated by our IPO prospectus and in accordance with our Amended and Restated Memorandum and Articles of Association, we will, as promptly as reasonably possible but not more than five business days thereafter, distribute the

TABLE OF CONTENTS

BULL HORN HOLDINGS CORP.
801 S. POINTE DRIVE, SUITE TH-1
MIAMI BEACH, FLORIDA 33139

SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 26, 2022
PROXY STATEMENT
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this proxy statement.

FORWARD-LOOKING STATEMENTS

We believe that some of the information in this proxy statement constitutes forward-looking statements. You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intends,” and “continue” or similar words. You should read statements that contain these words carefully because they:

•        discuss future expectations;

•        contain projections of future results of operations or financial condition; or

•        state other “forward-looking” information.

We believe it is important to communicate our expectations to our shareholders. However, there may be events in the future that we are not able to predict accurately or over which we have no control. The cautionary language discussed in this proxy statement provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward- looking statements, including, among other things, claims by third parties against the trust account, unanticipated delays in the distribution of the funds from the trust account and Bull Horn’s ability to finance and consummate any proposed business combination. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the 2024 Annual Meeting was mailed or such public disclosure was made. You are advised to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

As detailed in our Bylaws, to bring a proposal before an annual meeting of stockholders, your notice of your proposal to our Corporate Secretary must include: (i) your name and address, and, as the case may be, the name and address of the person or persons to be nominated or the nature of the business to be proposed; (ii) a representation that you are a holder of record of stock of the Company entitled to vote at such meeting and, if applicable, intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice or introduced the business specified in the notice; (iii) if applicable, a description of all arrangements or understandings between you and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made; (iv) such other information regarding each nominee or each matter of business to be proposed as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had the nominee been nominated, or intended to be nominated, or the matter been proposed, or intended to be proposed by the Board; and (v) if applicable, the consent of each nominee to serve as director of the Company if so elected.

PROPOSAL 1:

ELECTION OF DIRECTORS

Our Board currently consists of seven (7) members. At each annual meeting, the stockholders shall elect directors to hold office until the next succeeding annual meeting. Each director shall hold office for the term of one year or until such time as his or her successor shall have been elected and qualified or until his or her earlier resignation, removal from office or death.

The table below sets forth information with respect to our directors as of November _____, 2023:

Biographical information for each director nominee is contained in the following section. If elected at the Annual Meeting, each of these nominees will serve for a term expiring at the 2024 annual meeting of stockholders or until his or her successor shall have been elected and qualified or until earlier resignation, removal from office or death. Each person nominated for election has agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve. If any nominee is not able to serve, proxies will be voted in favor of the other nominee and may be voted for a substitute nominee, unless our Board chooses to reduce the number of directors serving on our Board. Unless otherwise instructed, the proxy holders will vote the proxies received by them "FOR" the election of all directors.

Accordingly, we ask our stockholders to vote on the following resolution at the Annual Meeting:

Resolved, that David Mehalick, Daniel Yerace, Christopher Calise, Tara Maria DeSilva, Philippe Deschamps, Christopher Cochran and Gene Salkind shall each be re-elected as directors of the Company, each to serve in such capacity until the Company’s next annual meeting or until such director’s successor is duly elected and qualified or until such director’s earlier resignation or retirement.

DIRECTOR BIOGRAPHIES

David Mehalick: Mr. Mehalick has over 30 years of experience across a variety of industries including life sciences, technology, financial services, military contracting, entertainment, and consumer products. He has served as our Chief Executive Officer since October 2016. Since March 2004, Mr. Mehalick has served as the Managing Director of Steeltown Consulting Group, a business consulting company through which he advises clients on business organizational and management strategies and solutions. Mr. Mehalick was the Chief Financial Officer of Information Technology Procurement Sourcing, Inc. (“ITPS”), a computer hardware and software company, from March 2017 to September 2017. In January 2019, ITPS filed a petition for voluntary reorganization under Chapter 11 of the U.S. Bankruptcy Code. Mr. Mehalick was the First Vice President at Gruntal and Co. from March 1992 to April 1995 and Senior Vice President at First Union Capital Markets from May 1995 to June 1998 and Senior Vice President at Ferris, Baker Watts, Inc., an investment banking firm from June 1998 to January 2001. Mr. Mehalick attended the University of Pittsburgh. We believe that Mr. Mehalick’s three decades in business management and more than a decade in life sciences qualifies him to serve as a director of the Company.

Daniel Yerace: Dan Yerace is a co-founder of Coeptis Pharmaceuticals and serves as the Vice President of Operations. Mr. Yerace has over ten years of experience in the pharmaceutical industry and is a key strategist responsible for supply chain management, business development, portfolio management, and corporate strategy. Mr. Yerace has broad operational experience and has held leadership positions in procurement, global supply chain management, operations, and business development for small private firms and fortune 500 multi-national corporations. Prior to joining Coeptis, Mr. Yerace served as Senior Director of Global Supply Chain and Commercial Business Development for Kadmon Pharmaceuticals. Mr. Yerace holds a bachelor’s degree in economics, and a Master of Business Administration from Waynesburg University.

Christopher Calise: Mr. Calise has served as a director since our inception, and has remained a member of the Company’s board of directors following the Merger. He has over 15 years of experience in the finance and insurance industries and has been responsible for setting the strategic vision for Crown Global, a domestic and international private placement insurance holding company, as well as overseeing its day-to-day management, including finance, operations and sales, since 2010. He also works closely with both internal and external sales and marketing in the development of new product initiatives, as well as evaluating new markets. Prior to joining Crown Global, Mr. Calise was a principal at LSC Investors, LLC, from 2001 to 2009, where he advised The Second City, Inc. and Narciso Rodriguez and restructured Phillips de Pury & Luxembourg, a large global auction house. From 1999 to 2001, he was an associate with Crown Capital Group, Inc., a private equity investment firm focused on assisting middle-market companies build value over the long term and was one of the founding members of Fresh Direct, LLC. Mr. Calise was also a consultant with the Industrial Products Group at PriceWaterhouse in its Chicago office, from 1997 to 1999. Mr. Calise is a member of the board of Song4Life and Student Finance League Inc. Mr. Calise received a Bachelor of Arts in Economics from the University of Chicago, as well as certifications in insurance and finance. We believe Mr. Calise is qualified to serve as our director due to his operational and executive experience.

Tara Maria DeSilva, Ph.D.: Dr. DeSilva has been an Associate Professor at the Cleveland Clinic and Case Western Reserve University School of Medicine since March 2016. She serves as Vice Chair for the Department of Neurosciences, Lerner Research Institute, Cleveland Clinic. She was an Assistant Professor at University of Alabama at Birmingham from January 2010 to February 2016. Dr. DeSilva receives funding from the National Institutes of Health, National Science Foundation, and the National Multiple Sclerosis Society. She serves on many government and foundation scientific grant review panels including the National Institutes of Health and National Multiple Sclerosis Society. Dr. DeSilva received her B.S. in Biochemistry from Albright College, her M.S. and Ph.D. in Biological Chemistry from the University of Pennsylvania and completed her postdoctoral training at Children’s Hospital Boston, Harvard Medical School. We believe Dr. DeSilva is well qualified to serve on the board due to her expertise in neuroscience and research.

Philippe Deschamps: Mr. Deschamps is an experienced healthcare executive who has served as CEO of four companies over the last 20 years. Since March 2022, Mr. Deschamps has served as the President and CEO of ChitogenX Inc. (formerly Ortho Regenerative Technologies), where he is focused primarily on expansion of commercial uses for the company’s proprietary bio-polymer drug combination products. From 2012 to 2020, he co-founded and served as CEO of Helius Medical Technologies (Nasdaq: HSDT), a neurotech company. From 2002 to 2011, he served as President and CEO of GSW Worldwide, a leading healthcare commercialization company, and from 2011 to 2012 served as CEO of MediMedia Health, a private equity owned company. Prior to his CEO experience he spent 13 years at Bristol-Myers Squibb (NYSE: BMY) from 1986 to 1998, including serving as director of neuroscience marketing from where he oversaw the company’s neuroscience products including BuSpar and Serzone and Stadol NS. Mr. Deschamps also holds the position as President of Deschamps Global Commercialization LLC, a healthcare commercialization consulting company he founded where he has served clients as a consultant in the pharmaceutical and medical tech industries from 2020 to 2022. Mr. Deschamps received a BSc. from the University of Ottawa in Canada. We believe Mr. Deschamps is well qualified to serve on the board due to his extensive experience in the healthcare industry and his public company experience.

Christopher Cochran: Mr. Cochran is currently the President of BluChip Solutions, a provider of IT solutions for complex problems, an entity that he founded in 2008. From March 2012 to May 2013, Mr. Cochran held leadership positions within different companies, including serving as the EVP of Sales & Marketing for Velocity World Media, a private experiential television network. Additionally, from March 2010 to February 2012, Mr. Cochran worked as an Enterprise Cloud Sales Executive for Hewlett Packard Enterprise. From April 2008 to January 2010, Mr. Cochran served as the Executive Director of Sales and Operations for ASGN Inc. (NYSE: ASGN), formerly Apex Systems, a leading provider of IT services. From 2008 to 2010, Mr. Cochran worked at Mastech Digital (Nasdaq: MHH), a publicly-traded company, where he held various roles, including Senior Vice President of Global Sales and Operations from February 2004 to April 2008, where he reported directly to the CEO. From May 2014 to May 2016, Mr. Cochran served on the Board of Trustees for the Pine-Richland Opportunities Fund, a non-profit educational foundation providing staff grants and student scholarships, and he currently serves as Director of the Christian Cochran Legacy Fund through the Pittsburgh Foundation. Mr. Cochran received his Bachelor of Science in Public Administration and International Law from the University of Tennessee in 1993. We believe Mr. Cochran is well qualified to serve on the board due to his public company experience and expertise in business operations.

Gene Salkind, M.D.: Mr. Salkind has been a practicing neurosurgeon within the Philadelphia area for more than 35 years. He graduated from the University of Pennsylvania in 1974 with a B.A., Cum Laude, and received his medical degree from the Lewis Katz School of Medicine in 1979. He returned to the University of Pennsylvania for his neurosurgical residency, and in 1985 was selected as the Chief Resident in Neurosurgery at the Hospital of the University of Pennsylvania. Since 1985, Dr. Salkind has served in a university affiliated practice of general neurological surgery. Since 2005, Dr. Salkind has served as the Chief of Neurosurgery at Holy Redeemer Hospital. He previously served as the Chief of Neurosurgery at Albert Einstein Medical Center and Jeanes Hospital in Philadelphia in the late 1990s. He has authored numerous peer reviewed journal articles and has given lectures throughout the country on various neurosurgical topics. He has also held professorships at the University of Pennsylvania, the Allegheny Health Education and Research Foundation, and is currently at the Lewis Katz School of Medicine. Since 2019, Dr. Salkind has also been on the board of directors of Cure Pharmaceutical Corporation (OTCMKTS: CURR), a biopharmaceutical company focusing on the development and manufacturing of drug formulation and drug delivery technologies in novel dosage forms, and has been the Chairman of Mobiquity Technologies Inc. (Nasdaq: MOBQ), a leading provider of next-generation advertising technology. Dr. Salkind is also a member of the Strategic Advisory Board of BioSymetrics Inc., a company that has built data servicing tools to benefit health and health and hospital systems, biopharma, drug discovery, and the precision medicine field. In addition, from 2004 to 2019, Dr. Salkind served as a board member of Derm Tech International, a global leader in non-invasive dermatological molecular diagnostics. We believe Dr. Salkind is well qualified to serve on the board due to his expertise in life science industry.

CORPORATE GOVERNANCE

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics that applies to all of its employees, officers and directors, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The full text of the Company’s Code of Business Conduct and Ethics is posted on the Corporate Governance portion of the Company’s website. The Company will post amendments to its Code of Business Conduct and Ethics or waivers of its Code of Business Conduct and Ethics for directors and officers on the same website or in a current report on Form 8-K.

Director Independence

Four of our directors standing for reelection meet the definition of “independence” per Rule 10C-1 under the Exchange Act and under the rules of the NASDAQ Stock Market (“Nasdaq”).

Risk Oversight

The Audit Committee of our Board is responsible for overseeing our risk management process. Our Audit Committee focuses on our general risk management policies and strategy, the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. Our Board is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

Compensation Committee Interlocks and Insider Participation

None of the Company’s officers currently serves, and in the past year has not served, (i) as a member of the compensation committee or the board of directors of another entity, one of whose officers served on the Company’s compensation committee, or (ii) as a member of the compensation committee of another entity, one of whose officers served on the Board.

Communications with Directors

Interested parties may communicate with our Board or with an individual director by writing to our Board or to the particular director and mailing the correspondence to: 105 Bradford Rd, Suite 420, Wexford, Pennsylvania 15090, Attention: Corporate Secretary. The Corporate Secretary will promptly relay to the addressee all communications that require prompt attention and will regularly provide our Board with a summary of all substantive communications.

Board Qualifications

Our Board has delegated to our Nominating and Governance Committee the responsibility for recommending to our Board the nominees for election as directors at the annual meeting of stockholders and for recommending persons to fill any vacancy on our Board. Our Nominating and Governance Committee selects individuals for nomination to our Board based on the following criteria. Nominees for director must:

Directors are selected on the basis of talent and experience. Diversity of background, including diversity of gender, race, ethnic or geographic origin and age, and education and experience in business, the pharmaceuticals business, product marketing, product distribution and manufacturing and other areas relevant to our activities are factors in the selection process. As a majority of our Board must consist of individuals who are independent, a nominee's ability to meet the independence criteria established by Nasdaq is also a factor in the nominee selection process. For a better understanding of the qualifications of each of our directors, we encourage you to read their biographies set forth in this proxy statement.

All forward-looking statements included herein attributable to Bull Horn or any person acting on Bull Horn’s behalf are expressly qualified in their entirety

Director Nominations

The Nominating and Governance Committee will consider candidates for director recommended by stockholders so long as the recommendations comply with our Certificate of Incorporation and Bylaws and applicable laws, rules and regulations, including those promulgated by the cautionary statements contained or referredSEC. The Nominating and Governance Committee will evaluate such recommendations in accordance with its charter, our Bylaws, our corporate governance guidelines, and the regular nominee criteria described above. Stockholders wishing to recommend a candidate for nomination should comply with the procedures set forth in this section. Exceptthe section above entitled “Questions and Answers on Meeting and Voting - How do I submit a stockholder proposal for consideration at next year's annual meeting of stockholders?”

Attendance at Annual Meeting

Directors are expected to attend our annual meetings of stockholders.

Board Meetings and Committees

Our Board of Directors met 22 times during 2022. Our Board has an Audit Committee, a Compensation Committee and a Nominating and Governance Committee, each of which has the extent requiredcomposition and responsibilities described below. Each committee is governed by a written charter. In 2022, each director attended all of the meetings of the Board and the committees on which such director serves. Each committee charter is posted on our website. From time to time, our Board may also establish other, special committees when necessary to address specific issues.

Audit Committee

The audit committee currently consists of Philippe Deschamps, Christopher Cochran and Gene Salkind, with Mr. Deschamps serving as the chair of the committee. Each of the members of the Company’s audit committee satisfy the requirements for independence and financial literacy under the applicable lawsrules and regulations Bull Horn undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

BACKGROUND

We are a blank check company formed pursuant to the laws of the British Virgin Islands on November 27, 2018SEC and rules of Nasdaq. The Company also determines that Mr. Deschamps qualifies as an “audit committee financial expert” as defined in the SEC rules and will satisfy the financial sophistication requirements of Nasdaq. Our Audit Committee met 1 time during 2022. The Company’s audit committee is responsible for, among other things, oversight of: (i) appointing (and recommending that the Board submit for stockholder ratification, if applicable) compensate, retain and oversee the work performed by the independent auditor retained for the purpose of acquiring, engaging in a share exchange, share reconstructionpreparing or issuing an audit report or performing other audit or audit-related services, (ii) reviewing the performance and amalgamation with, purchasing all or substantially allindependence of the assetsindependent auditor, (iii) pre-approving all audit, review, and non-audit services (including any internal control-related services) to be provided to the Company or its subsidiaries by the independent auditor, (iv) discussing the scope and results of entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities. We are focusing our efforts on seeking and completing an initial business combination with a company that has an enterprise value of between $300 million and $900 million, although a target entity with a smaller or larger enterprise value may be considered. We are not limited to a particular industry or geographic region for purposes of consummating an initial business combination.

On November 3, 2020, we consummated the IPO of 7,500,000 units at a price of $10.00 per unit, generating gross proceeds of $75,000,000. Simultaneouslyaudit with the closingindependent registered public accounting firm and reviewing, with management and the independent registered public accounting firm, the Company’s interim and year-end financial statements, (v) developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters, (vi) reviewing the Company’s policies on and overseeing risk assessment and risk management, including enterprise risk management; and (vii) reviewing the adequacy and effectiveness of internal control policies and procedures and the Company’s disclosure controls and procedures.

Compensation Committee

The compensation committee currently consists of Tara Maria DeSilva, Christopher Cochran and Gene Salkind, with Mr. Cochran serving as the chair of the IPO, we consummatedcommittee. Each of the salemembers of 3,750,000 private placement warrantthe Company’s compensation committee meet the requirements for independence under the under the applicable rules and regulations of the SEC and rules of Nasdaq. Our Compensation Committee met 1 time during 2022. The Company’s compensation committee is responsible for, among other things: (i) developing and reviewing compensation policies and practices applicable to our sponsorexecutive officers, (ii) reviewing, approving or recommending for approval by the Board, compensation for executive officers, including without limitation salary, bonus, incentive compensation, perquisites and equity compensation, (iii) reviewing, approving and determining compensation and benefits, including equity awards, to directors for service on the Board or any committee thereof, (iv) supervising, administering and evaluating incentive, equity-based and other compensatory plans of the Company in which executive officers and key employees participate; and (v) reviewing, approving and making recommendations to the Board regarding incentive compensation and equity compensation plans.

Nominating and Governance Committee

The nominating and corporate governance committee currently consists of Tara Maria DeSilva, Philippe Deschamps and Christopher Cochran, with Mr. Cochran serving as the chair of the committee. Each of the members of the nominating and corporate governance committee meets the requirements for independence under the applicable rules and regulations of the SEC and rules of Nasdaq. Our Nominating and Corporate Governance Committee met 1 time during 2022.The nominating and corporate governance committee is responsible for, among other things: (ii) identifying individuals qualified to become Board members, consistent with criteria approved by the Board, (ii) recommending to the Board the persons to be nominated for election as directors by stockholders and the underwriters of our IPO at a price of $1.00 per warrant, generating gross proceeds of $3,750,000.

The units began trading on October 30, 2020persons (if any) to be elected by the Board to fill any vacancies on the Nasdaq Capital Market under the symbol “BHSEU.”

Commencing on December 17, 2020, the securities comprising the units began separately trading. The units, ordinary shares, and warrants are trading on the Nasdaq Capital Market under the symbols “BHSEU,” “BHSE” and “BHSEW,” respectively. The aggregate market value of the ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by referenceBoard, (iii) recommending to the closing sales price forBoard the ordinary shares on April 4, 2022, as reported on the Nasdaq Capital Market, was $75.6 million.

Prior to our IPO, our sponsor purchased an aggregate of 2,156,250 ordinary shares initially purchased by our sponsor in a private placement prior to our IPO (“founder shares”) for an aggregate purchase price of $25,000. On December 10, 2020, the underwriters notified us that they would not be exercising the over-allotment option and as a result, our sponsor returned 281,250 founder shares to us for no consideration and such founder shares were canceled.

The net proceeds of the IPO plus the proceeds of the sale of the private placement warrants were deposited in the trust account.

On December 16, 2021, we held our 2021 annual general meeting of shareholders. At such meeting, our shareholders (i) re-elected four directors to serve as the Class I directors on our Board until the 2022 annual meeting of shareholders or until their successors are duly elected and qualified and (ii) ratified the selection by the auditbe appointed to each committee of the Board, (iv) developing and recommending to the Board corporate governance guidelines; and (v) overseeing the evaluation of Marcumthe Board.

Strategic Advisory Committee

In 2022 we formed a Scientific Advisory Board, which contributes key guidance on the advancement of our product portfolio. The Scientific Advisory Board is comprised of three renowned scientific researchers from the Karolinska Institutet, Stockholm, Sweden; Evren Alici, M.D., Ph.D.; Hans-Gustaf Ljunggren, M.D., Ph.D; and Arnika Kathleen Wagner, Ph.D.

Director Compensation

Our non-employee directors may receive cash and/or compensation for their service as directors.

Our five non-employee directors did not receive any compensation during 2022. Since 2022 our non-employee directors have each received (i) options to acquire up to 30,000 with an exercise price equal to the fair market value of our common stock on the date of grant, which options vest over time, and (ii) cash payments equal to $3,333.

NASDAQ BOARD DIVERSITY RULES AND MATRIX

On August 6, 2021, the SEC approved new board diversity rules for Nasdaq-listed companies. The requirement is intended to make consistent and comparable statistics widely available to investors regarding the number of diverse directors serving on a Nasdaq-listed company’s board. In compliance with Nasdaq Rule 5606, the Company is including the following Board Diversity Matrix, which provides the self-identified demographic information for our directors as of September 30, 2023. Each of the categories listed in the table below has the meaning as set forth in Nasdaq Rule 5605(f).

THE EXTENSION PROPOSAL

The Extension Proposal

Bull Horn is proposing to amend its Amended and Restated Memorandum and Articles of Association to extend the date by which Bull Horn must consummate a business combination from May 3, 2022 to November 3, 2022.

The Board believes that thereExchange Act. Further, this report will not be sufficient time before Maydeemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate this information by reference.

PROPOSAL NO. 3 2022:

APPROVAL OF THE ISSUANCE THE ISSUANCE OF SHARES OF COMMON STOCK UNDERLYING THE WARRANTS ORIGINALLY ISSUED BY THE COMPANY IN JUNE 2023 AND OCTOBER 2023

Background

October 2023 Warrants

As previously disclosed, on October 23, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”) for the issuance and sale in a private placement (the “Private Placement”) of (i) 777,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to completepurchase 1,223,000 shares of Common Stock, (iii) Series A warrants (the “October Series A Warrants”) to purchase 2,000,000 shares of Common Stock, and (iv) Series B Warrants (the “October Series B Warrants” and collectively together with the October Series A Warrants , the “October Warrants”) to purchase 2,000,000 shares of Common Stock for a combined purchase price per Share and accompanying Series A Warrant and Series B Warrant of $1.00 and a combined purchase price per Pre-Funded Warrant and accompanying Series A Warrant and Series B Warrant of $0.999. The October Warrants have an initial business combination. Furthermore, we may in parallel engage in discussionsexercise price of $1.36 per share.

In connection with potential investors who maythe Private Placement, the Company also issued placement agent warrants (the “Placement Agent Warrants”) to purchase certain120,000 shares of our equity securitiescommon stock at an exercise price of $1.40 per share.

June 2023 Warrants

As previously disclosed, on June 13, 2023, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Underwriter”), pursuant to which the Company issued and assistsold, in a registered public offering by the Company (the “Offering”) (i) 2,150,000 shares of common stock (the “Shares”), (ii) 1,350,000 pre-funded warrants (the “Pre-funded Warrants”), and (iii) 3,062,500 Series A Warrants with an exercise price of $1.65 per share and which are exercisable for a potential business combination process and/or electperiod of five years commencing six months after the issuance date (the “June Series A Warrants”), and (iv) 3,062,500 Series B Warrants with an exercise price of $1.65 per share and which are exercisable for a period of five years commencing six months after the issuance date (the “June Series B Warrants, and collectively together with the June Series A Warrants, the “June Warrants”, and together with the October Warrants, the Placement Agent Warrants and the Underwriter Warrants (defined below), the “Warrants”). In connection with the Offering, on October 26, 2023, the Company entered into a Warrant Amendment Agreement (the “Warrant Amendment”) with June Warrant holders, to not redeem their public holdingsamend the June Warrants to (i) reduce the exercise price of the Company. Our sponsor may also explore transactions under which it would sell its interest in our companyJune Warrants to another management team. Accordingly,$1.36 per share and (ii) amend the Board believes that in orderinitial exercise date of the June Warrants to be ablethe earlier of (a) the date on which stockholder approval is received for the issuance of the shares of common stock underlying the June Warrants or (b) April 26, 2024.

In connection with the Offering, the Company also issued underwriter’s warrants (the “Underwriter’s Warrants”) to consummate an initial business combination, we will need to obtain the Extension. If we fail to complete an initial business combination on or before May 3, 2022, we would be precluded from completing our initial business combination and would be forced to liquidate even if our shareholders are otherwise in favor of consummating the business combination. We may also engage in negotiations and enter into transactions with certain (as of yet unidentified) shareholderspurchase 210,000 shares of our companycommon stock at an exercise price of $1.25 per share. In accordance with regardthe Warrant Amendment the exercise price was amended to transactions under which our sponsor would assign founder shares to such shareholders in consideration of their voting in favor of the Extension and not redeeming their holdings in the Company in connection therewith.$1.36 per share.

Nasdaq Listing Rule 5635(d) 

The Extension Proposal is essential to the overall implementationPurchase Agreement and Warrant Amendment required that we call and hold a meeting of the Board’s plan to allow Bull Horn more time to complete its initial business combination. Approval of the Extension Proposal is a condition to the implementation of the Extension.

If the Extension Proposal is not approved and we have not consummated a business combination by May 3, 2022, or if the Extension Proposal is approved and we have not consummated a business combination by the Extended Date, we will (i) cease all operations exceptour stockholders for the purpose of winding up, (ii) as promptly as reasonably possible but not more than five business days thereafter, redeem 100%requesting approval (“Stockholder Approval”) of the issuance of shares of common stock underlying the Warrants pursuant to Nasdaq Listing Rule 5635(d).

Nasdaq Listing Rule 5635(d) provides that stockholder approval is required prior to the issuance of securities in a transaction, other than a public offering, involving the sale, issuance or potential issuance by the Company of common stock (or securities convertible into or exercisable for common stock), which equals 20% or more of the common stock or 20% or more of the voting power outstanding publicbefore the issuance, at a price less than the lower of: (i) the closing price immediately preceding the signing of the binding agreement, or (ii) the average closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement for the transaction. See “— Reasons for Stockholder Approval” below.

In light of this rule, the Purchase Agreement and the Warrants provide that the holders of the Warrants are prohibited from exercising the Warrants until the earlier of when Stockholder Approval is obtained, or until April 26, 2024. If Stockholder Approval is not obtained at this stockholder meeting, then the Company is obligated to cause stockholder meetings to be held until Stockholder Approval is obtained or until April 26, 2024.

Accordingly, at the Annual Meeting, stockholders will vote on the approval of the issuance of securities in the transaction contemplated by the Purchase Agreements and the Warrants, including the shares of common stock issuable upon exercise of the Warrants. The following is a summary of the material features of the Warrants.

The Warrants

The October Warrants are exercisable on or after the earlier of (i) the date on which redemption will completely extinguish public shareholders’ rightsour stockholders approve the issuance of the shares of common stock that are issuable upon exercise of the Warrants, or (ii) April 26, 2024 at an exercise price of $1.36 per share, which was the closing price of our shares of common stock on Nasdaq Capital Market as shareholders (includingof the righttrading date immediately preceding the pricing. The October Series A Warrants have a term of exercise equal to receive further liquidation distributions, if any), subjecteighteen (18) months and the October Series B Warrants have a term of exercise equal to applicable law,5 and (iii)one-half (5.5) years. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until the Pre-Funded Warrants are exercised in full at an exercise price of $0.001 per share. The Warrants also contain a cashless exercise option at the election of the holder under certain circumstances. The Warrants were previously filed by the Company with its Current Report on Form 8-K that was filed the SEC on October 26, 2023.

The June Warrants are exercisable on or after the earlier of (i) the date on which our Stockholders approve the issuance of the shares of common stock that are issuable upon exercise of the Warrants, or (ii) April 26, 2024 at an exercise price of $1.36 per share, pursuant to the Warrant Amendment Agreement. The June Warrants have a term of exercise equal to five years commencing six months after the issuance date of the June Warrants. The June Warrants issued are fixed priced and do not contain any variable pricing, resets or priced based anti-dilution features. The June Pre-Funded Warrants have all been exercised in full. The June Warrants were previously filed by the Company with its Current Report on Form 8-K that was filed the SEC on June 16, 2023.

The Placement Agent Warrants have the same term as promptlythe October Series B Warrants, but with an exercise price of $1.40 per share, and the Underwriter Warrants have the same terms as reasonably possible followingthe June Series B Warrants, but with an exercise price of $1.25 per share.

Reasons for Stockholder Approval

Our common stock is listed on The Nasdaq Capital Market, and, as such, redemption,we are subject to the Nasdaq Listing Rules. Nasdaq Listing Rule 5635(d) requires stockholder approval prior to the issuance of our remaining holderssecurities in a transaction, other than a public offering, involving the sale, issuance or potential issuance by us of ordinary shares and our board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolutioncommon stock (or securities convertible into or exercisable for common stock), which equals 20% or more of the company, subject (in the case of (ii) and (iii) above) to our obligations to provide for claims of creditors and the requirements of applicable law. In connection with our redemption of 100% of our outstanding public shares for a portioncommon stock or 20% or more of the funds held invoting power outstanding before the trust account, each public shareholder will receiveissuance, at a full pro rata portionprice less than the lower of: (i) the closing price immediately preceding the signing of the amount then inbinding agreement, or (ii) the trust account, plus any pro rata interest earned on the funds held in the trust account and not previously released to us to pay our taxes payable on such funds. Holders of warrants will receive no proceeds in connection with the liquidation with respect to such warrants, which will expire worthless.

A copyaverage closing price of the proposed amendment tocommon stock for the Amended and Restated Memorandum and Articlesfive trading days immediately preceding the signing of Association of Bull Horn is attached to this proxy statement as Annex A.the binding agreement for the transaction.

The full text of the Extension Proposal resolution is set forth in Annex A.

Reasons for the Extension Proposal

The Company’s IPO prospectus and Amended and Restated Memorandum and Articles of Association provide that the Company has until May 3, 2022 to effect a business combination under its terms. Our Board believes that there will not be sufficient time before May 3, 2022 to complete an initial business combination. Furthermore, we may in parallel engage in discussions with potential investors who may purchase certain of our equity securities and assist with a potential business combination process and/or elect to not redeem their public holdings of the Company. Our sponsor may also explore transactions under which it would sell its interest in our company to another management team. Accordingly, the Board believes that in order to be able to consummate an initial business combination, we need to obtain the Extension. Therefore, our Boardboard has determined that itthe ability to issue securities pursuant to the Warrants is in the best interests of our shareholders to extend the date by which Bull Horn must consummate a business combination to the Extended DateCompany and its stockholders in order to comply with the terms of the Purchase Agreements and to receive the economic benefits of the Warrants upon exercise thereof.

Effect of Failure to Obtain Stockholder Approval

Pursuant to the Purchase Agreement we are obligated to cause stockholder meetings to be held until Stockholder Approval is obtained, or until April 26, 2024.

Effect of Approval

Upon obtaining Stockholder Approval requested in this proposal, we would no longer be bound by Nasdaq Listing Rule 5635(d)’s restriction on the number or shares of common stock we are able to issue under the Warrants.

Each additional common share that would be issuable to the holders of the Warrants would have the same rights and privileges as each of our currently authorized common shares.

Interests of Officers and Directors in this Proposal

Our officers and directors do not have any substantial interest, direct or indirect, in in this proposal.

Required Vote of Stockholders

Accordingly, we ask our stockholders to provide an affirmative vote of a majority of the votes cast at the Annual Meeting to approve Proposal No. 3.

PROPOSAL NO. 4:

ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Act requires that we provide our shareholdersstockholders with the opportunity to participatevote to approve, on a non-binding advisory basis, the compensation of our named executive officers, as disclosed in this prospective investment. proxy statement.

We may also engage in negotiations and enter into transactions with certain (asare asking our stockholders to indicate their support for our executive compensation. This proposal, commonly known as a Say On Pay proposal, is not intended to address any specific item of yet unidentified) shareholderscompensation, but rather the overall compensation of our companynamed executive officers and the philosophy, policies and practices described in this proxy statement in accordance with regard to transactions under whichthe SEC’s compensation disclosure rules.

This advisory vote on executive compensation is not binding, however, the Board and Compensation Committee value the opinions expressed by our sponsor would assign founder shares to such shareholders in consideration of their voting in favorstockholders and will consider the outcome of the Extensionvote when making future decisions on our executive compensation.

Accordingly, we ask our stockholders to vote on the following resolution at the Annual Meeting:

RESOLVED, that the compensation paid to Coeptis Therapeutics Holdings' Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.

EXECUTIVE OFFICERS

The following persons are our executive officers and hold the positions set forth opposite their name.

Below are the biographies for those executive officers whose biographies are not redeeming their holdingsalready set forth above under the Director Biographies:

Brian Cogley – Chief Financial Officer - Mr. Cogley commenced as our Chief Financial Officer in May of 2023. He has over 15 years of accounting and finance experience, having previously held positions of increasing authority at two “Big 4” accounting firms and served on the management teams of multiple companies in diverse industries. An accountant by training, Mr. Cogley arrives at Coeptis with a 15-year career in corporate finance and accounting during which he advised and led the financial operations for companies spanning multiple industries including life sciences, pharmaceuticals, financial services, and manufacturing. Most recently, Mr. Cogley was a Senior Manager, Accounting Advisory at CFGI, LLC where he served pharmaceutical and financial services clients in technical accounting implementations and execution, interim Controller roles, interim SEC Reporting Manager roles, segment reporting and carve-out engagements. Prior to joining CFGI, Mr. Cogley held the position of Vice President of Finance & Accounting at NexTier Bank where he was a member of the Company’s senior management team and led its accounting and finance operations, including the general ledger, financial planning and analysis, internal and external financial reporting, and human resources. Prior to NexTier, Mr. Cogley held the position of Global Cash Manager for Calgon Carbon Corporation, where he was responsible for all daily cash decisions across the global enterprise. Before joining Calgon Carbon, Mr. Cogley was a Financial Analyst at TriState Capital Bank where he was responsible for building its Sarbanes-Oxley control environment, SEC/regulatory reporting and new system implementation, while also working on various process improvement projects. Mr. Cogley began his career at KPMG, LLP, providing audit and assurance services to a variety of clients in the financial services industry. Mr. Cogley earned a B.A. with a concentration in accounting and a Master of Business Administration with a concentration in finance from Duquesne University.

Colleen Delaney - Chief Scientific and Medical Officer. Colleen Delaney, M.D., M.Sc. recently joined Coeptis, and brings more than two decades of experience to the Company. Dr. Delaney, is a trained oncologist and stem cell transplant physician scientist. A highly accomplished and greatly respected leader, Dr. Delaney is pioneering methods to make umbilical cord blood transplants more available and successful worldwide. As a trained oncologist and stem cell transplant physician scientist with expertise in the translation of scientific discovery to clinical practice, she is proficient in all aspects of cell therapy product development, from initial discovery to pre-clinical and Investigational New Drug (IND)-enabling studies, manufacturing, global regulatory experience, and clinical trial design. She has served on federal advisory committees focused on multiple cell and gene therapy and acted as a director for several nonprofit associations. In addition to her industry experience, Dr. Delaney is a clinical professor at the University of Washington, Division of Pediatric Hematology/Oncology, and is an affiliate and former professor at the Fred Hutchinson Cancer Research Center, where she also held the Madeline Dabney Adams Endowed Chair in Acute Myeloid Leukemia research. She earned her B.A in Molecular Biology and Biochemistry from Wesleyan University, her MSc in Social Research and Social Policy from Oxford University and her M.D. from Harvard Medical School.

Christine Sheehy — Vice President of Compliance and Secretary: Ms. Sheehy served as the Company’s Chief Financial Officer from our inception until May of 2023. Ms. Sheehy has over 25 years of experience in the pharmaceutical business, including globally commercializing drug products and working in development of targeted therapeutics including cell and gene therapies. Since 2017, she has served as our Director, Chief Financial Officer and Secretary. From 2010 to 2016, Ms. Sheehy served as the Senior Vice-President of Operations for Kadmon Pharmaceuticals, a clinical and commercial phase pharmaceutical company. From 2001 to 2010, she served as the Vice-President of Operation of Three Rivers Pharmaceuticals, a start-up pharmaceutical company which was acquired by Kadmon Pharmaceuticals in 2010. During that time, she launched branded and generic products in the U.S., leading the operational business. Ms. Sheehy earned a bachelor’s degree in accounting from Penn State University.

EXECUTIVE COMPENSATION

The following is a discussion and analysis of the compensation arrangements for our named executive officers, or NEOs. We are currently considered a “smaller reporting company” for purposes of the SEC’s executive compensation disclosure rules. In accordance with such rules, we are providing a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year-End Table.

Summary Compensation Table