As filed with the Securities and Exchange Commission on April 26, 2024

Registration No. 333-277069

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________

Amendment No. 1
to
FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

____________________

99 ACQUISITION GROUP INC.
(Exact name of registrant as specified in its charter)

____________________

14 Noblewood Ct,
Gaithersburg, MD 20878
Telephone: (703) 371-4260
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

____________________

Hiren Patel
Chief Executive Officer
14 Noblewood Ct,
Gaithersburg, MD 20878
Telephone: (703) 371-4260
(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________

Copies to:

____________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this document is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY — SUBJECT TO COMPLETION, DATED APRIL 26, 2024

99 ACQUISITION GROUP INC.
14 Noblewood Ct
Gaithersburg, MD 20878

Dear 99 Acquisition Group Inc. Stockholders,

On behalf of the 99 Acquisition Group Inc. board of directors (the “NNAG Board”), we cordially invite you to a special meeting (the “special meeting”) of stockholders of 99 Acquisition Group Inc., a Delaware corporation (“NNAG,” “we” or “our”), to be held via live webcast at [_] a.m. Eastern Time, on [_], 2024. The special meeting can be accessed by visiting https://www.cstproxy.com/[_], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

On February 12, 2024, NNAG entered into a Merger Agreement (the “Merger Agreement”), by and among NNAG, Nava Health MD, Inc., a Maryland corporation (“Nava”), and NNAG Merger Sub, Inc., a Maryland corporation and wholly-owned subsidiary of NNAG (“Merger Sub”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, which, among other things, provides for the merger of Merger Sub with and into Nava, with Nava surviving such merger as a wholly owned subsidiary of NNAG (the “Merger,” and the transactions contemplated by the Merger Agreement, the “Transactions”). Following the consummation of the Transactions, NNAG will change its name to Nava Health, Inc. The new public entity following the consummation of the Transactions is referred to herein as the “Combined Company.”

Subject to the terms of the Merger Agreement, the aggregate consideration to be paid to the stockholders of Nava pursuant to the Merger Agreement (the “Merger Consideration”) will be equal to 32,000,000 shares of the Combined Company’s common stock, each valued at $10 per share. See the section entitled “Proposal No. 1 — The Business Combination Proposal — General — Merger Consideration.”

At the special meeting, NNAG stockholders will be asked to consider and vote upon:

(1)    Proposal No. 1 — a proposal to approve the business combination described in the accompanying proxy statement/prospectus, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in the accompanying proxy statement/prospectus — we refer to this proposal as the “business combination proposal”;

(2)    Proposal No. 2 — a proposal to approve, assuming that the business combination proposal is approved and adopted, the proposed second amended and restated certificate of incorporation of NNAG in the form attached hereto as Annex B (the “Proposed Second A&R Charter”) to, among other things, change NNAG’s name to Nava Health, Inc., amend certain provisions related to authorized capital stock, increase the number of classes of NNAG’s directors, eliminate provisions that will no longer apply after the consummation of the business combination, and change the required vote needed to remove a director, to amend NNAG’s current bylaws, and to amend the Proposed Second A&R Charter — we refer to this proposal as the “charter proposal”; and to consider and vote upon separate proposals to approve, on a non-binding advisory basis, the following material differences between the Current Charter and the proposed second amended and restated certificate of incorporation, which are being presented in accordance with the requirements of the Securities and Exchange Commission as five separate sub-proposals — we refer to such proposals as the “advisory charter amendment proposals;

(i)     Advisory Charter Amendment Proposal A — Under the Proposed Second A&R Charter, NNAG will be authorized to issue ____________ shares of capital stock, consisting of (a) _____________ shares of common stock, par value $0.0001 per share and (b) _________ shares of preferred stock, par value $0.0001 per share, as opposed to the Current Charter, which authorizes NNAG to issue 111,000,000 shares of capital stock, consisting of (a) 110,000,000 shares of common stock, including 100,000,000 shares of NNAG Class A Common Stock, par value $0.0001 per share, and 10,000,000 shares of NNAG Class B Common Stock, par value $0.0001 per share, and (b) 1,000,000 shares of NNAG preferred stock, par value $0.0001 per share;

(ii)    Advisory Charter Amendment Proposal B — Under the Proposed Second A&R Charter, the Board of Directors will have the authority to increase or decrease, without stockholder approval, the number of authorized shares of the common stock and/or preferred stock of NNAG, as opposed to the Current Charter, which provides that the number of shares of NNAG’s capital stock may be increased or decreased only with the approval of NNAG’s stockholders;

(iii)   Advisory Charter Amendment Proposal C — Under the Proposed Second A&R Charter, a director of NNAG can be removed only for cause and only by the affirmative vote of holders of at least two-thirds of the voting power of all outstanding shares of NNAG’s capital stock entitled to be voted on the matter, voting as a single class, as opposed to the Current Charter, which provides that a director may be removed for cause by the affirmative vote of holders of at least a majority of the voting power of all outstanding shares of NNAG’s capital stock entitled to be voted on the matter, voting as a single class;

(iv)   Advisory Charter Amendment Proposal D — Under the Proposed Second A&R Charter, the affirmative vote of the holders of at least two-thirds of the outstanding shares of NNAG’s capital stock entitled to be voted on the matter, voting as a single class, will be required for stockholders to adopt, amend, alter or repeal the bylaws of NNAG, as opposed to the Current Charter, which provides that stockholders may do so by the affirmative vote of holders of a majority of the outstanding shares of NNAG’s capital stock entitled to be voted on the matter, voting as a single class; and

(v)    Advisory Charter Amendment Proposal E — Under the Proposed Second A&R Charter, the provisions of the Proposed Second A&R Charter governing (a) the removal of directors of NNAG, (b) amendments to the bylaws of NNAG, (c) the limitation of the personal liability of a director of NNAG and NNAG’s obligations to indemnify and advance expenses to directors and officers under certain circumstances, (d) the elimination of the corporate opportunity doctrine, (e) amendments to the Proposed Second A&R Charter, and (f) the exclusive forum for bringing derivative actions and certain legal actions against NNAG and/or its directors, officers and employees may, in each case, be amended only by the affirmative vote of holders of at least two-thirds of all shares of NNAG’s capital stock entitled to vote on such matter, voting as a single class, as opposed to the Current Charter, which provides that those provisions may be amended by the affirmative vote of holders of a majority of NNAG’s outstanding stock entitled to be voted on such matter, voting as a single class.

(3)    Proposal No. 3 — a proposal to approve and adopt the Combined Company’s 2024 Stock Incentive Plan (the “Incentive Plan”), and the material terms thereof, including the authorization of the initial share reserve thereunder — we refer to this proposal as the “incentive plan proposal.” A copy of the Incentive Plan is attached to the accompanying proxy statement/prospectus as Annex C;

(4)    Proposal No. 4 — a proposal to elect seven directors to serve on the Combined Company’s board of directors effective as of the closing of the Transactions in accordance with the Merger Agreement — we refer to this proposal as the “director election proposal”;

(5)    Proposal No. 5 — a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than 20% of the issued and outstanding NNAG’s Class A common stock and the resulting change in control in connection with the Transactions — we refer to this proposal as the “Nasdaq proposal”;

(6)    Proposal No. 6 — a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposal — we refer to this proposal as the “adjournment proposal.”

Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of NNAG common stock at the close of business on [_], 2024 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements thereof.

After careful consideration, the NNAG Board has determined that the business combination proposal, the charter proposal, the incentive plan proposal, the director election proposal, the Nasdaq proposal and the adjournment proposal are fair to and in the best interests of NNAG and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the business combination proposal, “FOR” the charter proposal, including each of the Advisory Charter Amendment Proposals, “FOR” the incentive plan proposal, “FOR” the director election proposal, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented. When you consider the NNAG Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Transactions that are different from, or in addition to, the interests of NNAG stockholders generally. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information. The NNAG Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the NNAG stockholders that they vote in favor of the proposals presented at the special meeting.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the incentive plan proposal, the director election proposal and the Nasdaq proposal. If any of those proposals is not approved, then we will not consummate the Transactions.

All NNAG stockholders are cordially invited to attend the special meeting and we are providing the accompanying proxy statement/prospectus and proxy card in connection with the solicitation of proxies to be voted at the special meeting (or any adjournment or postponement thereof). To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote, obtain a proxy from your broker or bank.

NNAG’s units, Class A common stock, warrants and rights are currently listed on the Nasdaq Global Market under the symbols “NNAGU”, “NNAG”, “NNAGW”, and “NNAGR”, respectively. In connection with the Transactions, NNAG has applied to have NNAG’s Class A common stock and warrants listed on The Nasdaq Stock Market LLC (“Nasdaq”), and it will change its name to Nava Health, Inc. Upon the closing of the Transactions, we expect that the Combined Company’s common stock and warrants will begin trading on Nasdaq under the symbols “NAVA” and “NAVAW”, respectively. As a result, NNAG’s publicly traded units will separate into the component securities upon consummation of the business combination and will no longer trade as a separate security. In addition, each right will convert into one-fifth (1/5) of one share of common stock upon the consummation of the business combination and will no longer trade as a separate security.

Pursuant to NNAG’s Current Charter, a holder of public shares may demand that NNAG redeem such shares for cash if the business combination is consummated. Holders of public shares will be entitled to receive cash for these shares only if they demand that NNAG redeem their shares for cash no later than the second business day prior to the vote on the business combination proposal by delivering their stock to NNAG’s transfer agent prior to the vote at the meeting. If the business combination is not completed, these shares will not be redeemed. If a holder of public shares properly demands redemption, NNAG will redeem each public share for a full pro rata portion of the trust account holding the proceeds from NNAG’s initial public offering, calculated as of two business days prior to the consummation of the business combination.

Because Ascend One Corporation, the majority stockholder of Nava, will hold approximately [_]% of the voting power of the Combined Company upon the closing of the Transactions, we will be a “controlled company” under the corporate governance rules of Nasdaq. We do not currently expect to rely upon the “controlled company” exemptions. However, the Combined Company may in the future decide to rely on the controlled company exemptions should it decide that it is in its interest to do so. See “Risk Factors — Upon completion of the Transactions, the Combined Company will become a “controlled company” within the meaning of Nasdaq listing standards and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements. As a result, you may not have the same protections afforded to stockholders of companies that are subject to such requirements.”

The following table illustrates varying ownership levels in the Combined Company immediately following the consummation of the Transactions across a range of varying redemption scenarios:

____________

(a)      Assumes no redemptions by NNAG stockholders.

(b)      Assumes 100% redemptions by NNAG stockholders.

(c)      The shares held by the non-redeeming stockholders of NNAG include (i) the shares of common stock underlying the public units (subject to the assumptions set forth in the table) and (ii) 1,500,000 shares of common stock underlying the rights included in the public units.

(d)      Consists of 1,500,000 founder shares that remain after giving effect to the Sponsor Forfeiture Agreement, which requires the Sponsor to forfeit 1,000,000 previously-issued shares upon the Closing. The Sponsor will not participate in any financing transactions, including any PIPE investment, in connection with the Transactions.

(e)      Consists of 75,000 representative shares.

(f)      Consists of shares issued as Merger Consideration in the business combination.

NNAG is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and has elected to comply with certain reduced public company reporting requirements.

NNAG will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the NNAG IPO, (b) in which NNAG has total annual gross revenue of at least $1.07 billion, or (c) in which NNAG is deemed to be a large accelerated filer, which means the market value of NNAG’s common stock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which NNAG has issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

This proxy statement/prospectus provides you with detailed information about the Transactions and other matters to be considered at the special meeting of NNAG’s stockholders. We encourage you to carefully read this entire document, including the Annexes attached hereto. In particular, when you consider the recommendation regarding these proposals by the board of directors of NNAG, you should keep in mind that NNAG’s directors and officers have interests in the Transactions that are different from or in addition to, or may conflict with, your interests as a stockholder. For instance, the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidating NNAG. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 32.

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

The Transactions described in the accompanying proxy statement/prospectus have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the merits or fairness of the business combination or related Transactions, or passed upon the accuracy or adequacy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

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

By Order of the Board of Directors

Hiren Patel
Chairman of the Board of Directors

[_], 2024

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE NNAG REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO NNAG’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING.    YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. PLEASE SEE THE SECTION ENTITLED “SPECIAL MEETING OF NNAG STOCKHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

This proxy statement/prospectus is dated [_], 2024 and is first being mailed to NNAG stockholders on or about [_], 2024.

99 ACQUISITION GROUP INC.
14 Noblewood Ct
Gaithersburg, MD 20878

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [_], 2024

TO THE STOCKHOLDERS OF 99 ACQUISITION GROUP INC.

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of 99 Acquisition Group Inc., a Delaware corporation (“NNAG,” “we” or “our”), will be held via live webcast at [_] a.m. Eastern Time, on [_], 2024. The special meeting can be accessed by visiting https://www.cstproxy.com/[_], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

On behalf of NNAG’s board of directors (the “NNAG Board”), you are cordially invited to attend the special meeting, to conduct the following business items:

(1)    Proposal No. 1 — To consider and vote upon a proposal to approve the business combination described in the accompanying proxy statement/prospectus, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in the accompanying proxy statement/prospectus — we refer to this proposal as the “business combination proposal”;

(2)    Proposal No. 2 — To consider and vote upon a proposal to approve, assuming that the business combination proposal is approved and adopted, the proposed second amended and restated certificate of incorporation of NNAG in the form attached hereto as Annex B (the “Proposed Second A&R Charter”) to, among other things, change NNAG’s name to Nava Health, Inc., amend certain provisions related to authorized capital stock, increase the number of classes of NNAG’s directors, eliminate provisions that will no longer apply after the consummation of the business combination, and change the required vote needed to remove a director, to amend NNAG’s current bylaws, and to amend the Proposed Second A&R Charter — we refer to this proposal as the “charter proposal”; and to consider and vote upon separate proposals to approve, on a non-binding advisory basis, the following material differences between the amended and restated certificate of incorporation of NNAG (the “Current Charter”) and the Proposed Second A&R Charter, which are being presented in accordance with the requirements of the Securities and Exchange Commission as five separate sub-proposals — we refer to such proposals as the “advisory charter amendment proposals;

(i)     Advisory Charter Amendment Proposal A — Under the Proposed Second A&R Charter, NNAG will be authorized to issue ____________ shares of capital stock, consisting of (a) _____________ shares of common stock, par value $0.0001 per share and (b) _________ shares of preferred stock, par value $0.0001 per share, as opposed to the Current Charter, which authorizes NNAG to issue 111,000,000 shares of capital stock, consisting of (a) 110,000,000 shares of common stock, including 100,000,000 shares of NNAG Class A Common Stock, par value $0.0001 per share, and 10,000,000 shares of NNAG Class B Common Stock, par value $0.0001 per share, and (b) 1,000,000 shares of NNAG preferred stock, par value $0.0001 per share;

(ii)    Advisory Charter Amendment Proposal B — Under the Proposed Second A&R Charter, the Board of Directors will have the authority to increase or decrease, without stockholder approval, the number of authorized shares of the common stock and/or preferred stock of NNAG, as opposed to the Current Charter, which provides that the number of shares of NNAG’s capital stock may be increased or decreased only with the approval of NNAG’s stockholders;

(iii)    Advisory Charter Amendment Proposal C — Under the Proposed Second A&R Charter, a director of NNAG can be removed only for cause and only by the affirmative vote of holders of at least two-thirds of the voting power of all outstanding shares of NNAG’s capital stock entitled to be voted on the matter, voting as a single class, as opposed to the Current Charter, which provides that a director may be removed for cause by the affirmative vote of holders of at least a majority of the voting power of all outstanding shares of NNAG’s capital stock entitled to be voted on the matter, voting as a single class;

(iv)   Advisory Charter Amendment Proposal D — Under the Proposed Second A&R Charter, the affirmative vote of the holders of at least two-thirds of the outstanding shares of NNAG’s capital stock entitled to be voted on the matter, voting as a single class, will be required for stockholders to adopt, amend, alter or repeal the bylaws of NNAG, as opposed to the Current Charter, which provides that stockholders may do so by the affirmative vote of holders of a majority of the outstanding shares of NNAG’s capital stock entitled to be voted on the matter, voting as a single class; and

(v)    Advisory Charter Amendment Proposal E — Under the Proposed Second A&R Charter, the provisions of the Proposed Second A&R Charter governing (a) the removal of directors of NNAG, (b) amendments to the bylaws of NNAG, (c) the limitation of the personal liability of a director of NNAG and NNAG’s obligations to indemnify and advance expenses to directors and officers under certain circumstances, (d) the elimination of the corporate opportunity doctrine, I amendments to the Proposed Second A&R Charter, and (f) the exclusive forum for bringing derivative actions and certain legal actions against NNAG and/or its directors, officers and employees may, in each case, be amended only by the affirmative vote of holders of at least two-thirds of all shares of NNAG’s capital stock entitled to vote on such matter, voting as a single class, as opposed to the Current Charter, which provides that those provisions may be amended by the affirmative vote of holders of a majority of NNAG’s outstanding stock entitled to be voted on such matter, voting as a single class.

(3)    Proposal No. 3 — To consider and vote upon, assuming that the business combination proposal is approved and adopted, a proposal to approve and adopt the Combined Company’s 2024 Stock Incentive Plan (the “Incentive Plan”), and the material terms thereof, including the authorization of the initial share reserve thereunder — we refer to this proposal as the “incentive plan proposal.” A copy of the Incentive Plan is attached to the accompanying proxy statement/prospectus as Annex C;

(4)    Proposal No. 4 — To consider and vote upon, assuming that the business combination proposal is approved and adopted, a proposal to elect seven directors to serve on the Combined Company’s board of directors effective as of the closing of the Transactions in accordance with the Merger Agreement — we refer to this proposal as the “director election proposal”;

(5)    Proposal No. 5 — To consider and vote upon, assuming that the business combination proposal is approved and adopted, a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(a) and (b) the issuance of more than 20% of the issued and outstanding NNAG’s Class A common stock and the resulting change in control in connection with the Transactions — we refer to this proposal as the “Nasdaq proposal”; and

(6)    Proposal No. 6 — To consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposal — we refer to this proposal as the “adjournment proposal.”

Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of NNAG common stock at the close of business on [_], 2024 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements thereof.

After careful consideration, the NNAG Board has determined that the business combination proposal, the charter proposal, the incentive plan proposal, the director election proposal, the Nasdaq proposal and the adjournment proposal are fair to and in the best interests of NNAG and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the business combination proposal, “FOR” the charter proposal, including each of the Advisory Charter Amendment Proposals, “FOR” the incentive plan proposal, “FOR” the director election proposal, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented. When you consider the NNAG Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Transactions that are different from, or in addition to, the interests of NNAG stockholders generally. Please see the section entitled “Proposal No. 1 — The Business Combination

TABLE OF CONTENTS

FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

“ASC” are to the Accounting Standards Codification;

“Ascend One” are to Ascend One Corporation, a Maryland corporation;

“business combination” are to the Merger, together with the other transactions contemplated by the Merger Agreement and the related agreements;

“bylaws” are to NNAG’s bylaws in effect as of the date of this proxy statement/prospectus;

“Closing” are to the consummation of the Transactions;

“Closing Date” are to the date on which the Transactions are consummated;

“Code” are to the U.S. Internal Revenue Code of 1986, as amended.

“Combined Company” are to the new public entity following the consummation of the Transactions, the name of which shall be Nava Health MD, Inc.;

“Combined Company Board” are to the board of directors of the Combined Company;

“Combined Company’s Common Stock” are to shares of common stock, par value $0.0001 per share, of the Combined Company;

“Combined Company Warrants” are to all issued and outstanding warrants to purchase shares of the Combined Company’s Common Stock immediately following the Closing of the Merger;

“common stock” are to NNAG’s Class A common stock and NNAG’s Class B common stock;

“Company Lock-Up Agreement” are to the Company Lock-Up Agreement, dated as of February 12, 2024, by and among NNAG and certain other parties thereto;

“Company Support Agreement” are to the Company Support Agreement, dated as of February 12, 2024, by and among NNAG and certain other parties thereto;

“completion window” are to the period following the completion of NNAG’s IPO at the end of which, if NNAG has not completed an initial business combination, it will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of permitted tax and working capital withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions. The completion window ends on May 22, 2024 (or up to November 22, 2024 if NNAG has extended the deadline for completing the business combination for up to three months on two occasions in accordance with the Current Charter);

“Current Charter” are to NNAG’s amended and restated certificate of incorporation in effect as of the date of this proxy statement/prospectus;

“DGCL” are to the Delaware General Corporation Law, as amended;

“Effective Time” are to the date and time that the Merger becomes effective;

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

“FASB” are to the Financial Accounting Standards Board;

“founder shares” are to shares of NNAG’s Class B common stock and NNAG’s Class A common stock issued upon the automatic conversion thereof at the time of NNAG’s initial business combination. The founder shares are held of record by the Sponsor as of the record date;

“GAAP” are to accounting principles generally accepted in the United States of America;

“Incentive Plan” are to the Combined Company’s 2024 Stock Incentive Plan;

“Insiders” are to Hiren Patel, Eric Crowe, Anil Patibandla, Mike Barwis, Mike Battle, Tim Wertner and Bill Rucker;

“Merger” are to the merger of Merger Sub and Nava, with Nava surviving such merger as a wholly owned subsidiary of NNAG;

“Merger Agreement” are to that certain Merger Agreement, dated as of February 12, 2024, by and among NNAG, Nava and Merger Sub, as the same has been or may be amended, modified, supplemented or waived from time to time;

“Merger Consideration” are to the aggregate consideration to be paid to the Nava Stockholders, which will consist of 32,000,000 shares of the Combined Company’s common stock to be paid to the Nava Stockholders at Closing;

“Minimum Cash Condition” are to the condition under the Merger Agreement requiring NNAG to, upon Closing, have cash and cash equivalents equal to or greater than $20,000,000, including funds remaining in the trust account (after giving effect to any applicable redemption payments) and the proceeds of any equity investment or debt financing, less deductions for Transaction Costs, which, in the aggregate, will not for purposes of this calculation, exceed $1,000,000;

“Nasdaq” are to The Nasdaq Stock Market LLC;

“Nava” are to Nava Health MD, Inc., a Maryland corporation;

“Nava Health” are to Nava Health Medical Group, LLC, a Maryland limited liability company;

“Nava Stockholders” are to the holders of shares of Nava common stock issued and outstanding currently and at all times prior to the Effective Time;

“Voting Agreement” are to the Voting Agreement, dated as of February 12, 2024, by and among NNAG, Nava and the other parties named therein;

“NNAG” are to 99 Acquisition Group Inc., a Delaware Corporation;

“NNAG IPO” are to the initial public offering by NNAG which closed on August 22, 2023;

“NNAG’s Class A common stock” are, prior to consummation of the Transactions, to NNAG’s Class A common stock, par value $0.0001 per share and, following consummation of the Transactions, to the Combined Company’s Common Stock;

“NNAG’s Class B common stock” are to NNAG’s Class B common stock, par value $0.0001 per share;

“private placement warrants” are to NNAG’s warrants issued to the Sponsor in a private placement simultaneously with the closing of the NNAG IPO;

“pro forma” are to giving pro forma effect to the Transactions and the other related events contemplated by the Merger Agreement;

“Proposed Second A&R Charter” are to the proposed second amended and restated certificate of incorporation of NNAG in the form attached hereto as Annex B.

“public shares” are to shares of NNAG’s Class A common stock sold as part of the units in the NNAG IPO (whether they were purchased in the NNAG IPO or thereafter in the open market);

“public stockholders” are to the holders of NNAG’s public shares, including the Sponsor and NNAG’s officers and directors to the extent the Sponsor and NNAG’s officers or directors purchase public shares, provided that each of their status as a “public stockholder” shall only exist with respect to such public shares;

“public warrants” are to NNAG’s warrants sold as part of the units in the NNAG IPO (whether they were purchased in the NNAG IPO or thereafter in the open market);

“rights” refer to rights to receive one-fifth (1/5) of one (1) NNAG’s Class A common stock upon consummation of NNAG initial business combination.

“SEC” are to the United States Securities and Exchange Commission;

“Securities Act” are to the Securities Act of 1933, as amended;

“Sponsor” are to 99 Acquisition Sponsor LLC, a Delaware limited liability company;

“Transaction Costs” are to costs and expenses incurred by NNAG and Nava in connection with the Merger Agreement, the Additional Agreements and the transactions contemplated thereby, including the fees and disbursements of counsel, financial advisors and accountants;

“Transactions” are to the Merger, together with the other transactions contemplated by the Merger Agreement and the related agreements;

“trust account” are to the trust account of NNAG that holds the proceeds from the NNAG IPO; and

“warrants” are to the public warrants and the private placement warrants.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the special meeting and the proposals to be presented at the special meeting, including with respect to the proposed business combination. The following questions and answers do not include all the information that is important to NNAG stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed business combination and the voting procedures for the special meeting.

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

A.     NNAG and Nava have agreed to a business combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A, and NNAG encourages its stockholders to read it in its entirety. NNAG’s stockholders are being asked to consider and vote upon a proposal to adopt the Merger Agreement and approve the transactions contemplated thereby, which, among other things, includes provisions for the merger of Merger Sub with and into Nava, with Nava surviving such merger as a wholly owned subsidiary of NNAG. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal.”

This proxy statement/prospectus and its Annexes contain important information about the proposed business combination and the other matters to be acted upon at the special meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its Annexes.

Q.     When and where is the Special Meeting?

A.     The special meeting will be held via live webcast on [_], 2024 at [_] a.m. Eastern Time. The special meeting can be accessed by visiting https://www.cstproxy.com/[_], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication.

Q.     What are the proposals on which I am being asked to vote at the special meeting?

A.     The stockholders of NNAG will be asked to consider and vote on the following proposals at the special meeting:

1.      a proposal to approve the business combination described in this proxy statement/prospectus, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in this proxy statement/prospectus. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal”;

2.      a proposal to approve, assuming that the business combination proposal is approved and adopted, the Proposed Second A&R Charter in the form attached hereto as Annex B to, among other things, change NNAG’s name to Nava Health, Inc., amend certain provisions related to authorized capital stock, increase the number of classes of NNAG’s directors, eliminate provisions that will no longer apply after the consummation of the business combination, and change the required vote needed to remove a director, to amend NNAG’s current bylaws, and to amend the Proposed Second A&R Charter — we refer to this proposal as the “charter proposal”; and to consider and vote upon separate proposals to approve, on a non-binding advisory basis, the following material differences between the Current Charter and the proposed second amended and restated certificate of incorporation, which are being presented in accordance with the requirements of the SEC as five separate sub-proposals — we refer to such proposals as the “advisory charter amendment proposals;

(i)     Advisory Charter Amendment Proposal A — Under the Proposed Second A&R Charter, NNAG will be authorized to issue ____________ shares of capital stock, consisting of (a) _____________ shares of common stock, par value $0.0001 per share and (b) _________ shares of preferred stock, par value $0.0001 per share, as opposed to the Current Charter, which authorizes NNAG to issue 111,000,000 shares of capital stock, consisting of (a) 110,000,000 shares of common stock,

including 100,000,000 shares of NNAG Class A Common Stock, par value $0.0001 per share, and 10,000,000 shares of NNAG Class B Common Stock, par value $0.0001 per share, and (b) 1,000,000 shares of NNAG preferred stock, par value $0.0001 per share;

(ii)    Advisory Charter Amendment Proposal B — Under the Proposed Second A&R Charter, the Board of Directors will have the authority to increase or decrease, without stockholder approval, the number of authorized shares of the common stock and/or preferred stock of NNAG, as opposed to the Current Charter, which provides that the number of shares of NNAG’s capital stock may be increased or decreased only with the approval of NNAG’s stockholders;

(iii)   Advisory Charter Amendment Proposal C — Under the Proposed Second A&R Charter, a director of NNAG can be removed only for cause and only by the affirmative vote of holders of at least two-thirds of the voting power of all outstanding shares of NNAG’s capital stock entitled to be voted on the matter, voting as a single class, as opposed to the Current Charter, which provides that a director may be removed for cause by the affirmative vote of holders of at least a majority of the voting power of all outstanding shares of NNAG’s capital stock entitled to be voted on the matter, voting as a single class;

(iv)   Advisory Charter Amendment Proposal D — Under the Proposed Second A&R Charter, the affirmative vote of the holders of at least two-thirds of the outstanding shares of NNAG’s capital stock entitled to be voted on the matter, voting as a single class, will be required for stockholders to adopt, amend, alter or repeal the bylaws of NNAG, as opposed to the Current Charter, which provides that stockholders may do so by the affirmative vote of holders of a majority of the outstanding shares of NNAG’s capital stock entitled to be voted on the matter, voting as a single class; and

(v)    Advisory Charter Amendment Proposal E — Under the Proposed Second A&R Charter, the provisions of the Proposed Second A&R Charter governing (a) the removal of directors of NNAG, (b) amendments to the bylaws of NNAG, (c) the limitation of the personal liability of a director of NNAG and NNAG’s obligations to indemnify and advance expenses to directors and officers under certain circumstances, (d) the elimination of the corporate opportunity doctrine, I amendments to the Proposed Second A&R Charter, and (f) the exclusive forum for bringing derivative actions and certain legal actions against NNAG and/or its directors, officers and employees may, in each case, be amended only by the affirmative vote of holders of at least two-thirds of all shares of NNAG’s capital stock entitled to vote on such matter, voting as a single class, as opposed to the Current Charter, which provides that those provisions may be amended by the affirmative vote of holders of a majority of NNAG’s outstanding stock entitled to be voted on such matter, voting as a single class.

3.      a proposal to approve and adopt, assuming that the business combination proposal is approved and adopted, the Incentive Plan, and the material terms thereof, including the authorization of the initial share reserve thereunder. Please see the section entitled “Proposal No. 3 — The Incentive Plan Proposal”;

4.      a proposal to elect, assuming that the business combination proposal is approved and adopted, seven directors to serve on the Combined Company’s board of directors effective as of the closing of the Transactions in accordance with the Merger Agreement. Please see the section entitled “Proposal No. 4 — The Director Election Proposal”;

5.      a proposal to approve, assuming that the business combination proposal is approved and adopted, for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than 20% of the issued and outstanding NNAG’s Class A common stock and the resulting change in control in connection with the Transactions. Please see the section entitled “Proposal No. 5 — Nasdaq proposal”; and

6.      a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposal. Please see the section entitled “Proposal No. 6 — The Adjournment Proposal.”

NNAG will hold the special meeting of its stockholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed business combination and the other matters to be acted upon at the special meeting. Stockholders should read it carefully.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the incentive plan proposal, the director election proposal and the Nasdaq proposal. If any of those proposals is not approved, then we will not consummate the Transactions.

The vote of stockholders is important. Stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q.     Why is NNAG proposing the business combination?

A.     NNAG was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities.

On August 22, 2023, NNAG completed its initial public offering of units, with each unit consisting of one share of its NNAG’s Class A common stock, one warrant and one right, raising total gross proceeds of approximately $75,000,000. Each whole warrant entitles the holder thereof to purchase one share of NNAG’s Class A common stock at a price of $11.50 per share, subject to adjustment. Each right entitles the holder thereof to receive one-fifth (1/5) of one share of NNAG’s Class A common stock upon the consummation of an initial business combination. Part of the NNAG IPO underwriting fee in the amount of $2,625,000 was deferred and conditioned on the completion of a business combination. EF Hutton LLC (“EF Hutton”), the underwriter in the NNAG IPO, agreed to waive its rights to the deferred underwriting commission held in the trust account in the event we do not complete our initial business combination. EF Hutton has not performed additional services for NNAG following the NNAG IPO, and has not been involved in the preparation of any disclosure that is included in this proxy statement/prospectus or the material underlying the disclosure in this proxy statement/prospectus. As of [_], 2024, the record date for the special meeting, there was approximately $[_] held in the trust account. Since the NNAG IPO, NNAG’s activity has been limited to the evaluation of business combination candidates.

Nava is a vertically integrated, tech-enabled integrative healthcare practice combining traditional, functional, holistic, and regenerative medicine. The NNAG Board conducted extensive due diligence on Nava’s business, financial condition, management team, and future growth prospects in executing upon and achieving its business plan. The NNAG Board considered the results of the diligence review. As a result, NNAG believes that a business combination with Nava will provide NNAG stockholders with an opportunity to participate in the ownership of a company with significant growth potential. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — The NNAG Board of Directors’ Reasons for Approval of the Transactions.”

Q.     Why is NNAG providing stockholders with the opportunity to vote on the business combination?

A.     Under our Current Charter, we must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of our initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, we have elected to provide our stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of the business combination proposal in order to allow our public stockholders to effectuate redemptions of their public shares in connection with the closing of the business combination.

Q.     What will happen in the business combination?

A.     Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, NNAG will acquire Nava in a series of transactions we collectively refer to as the “business combination” or the “Transactions.” At the closing of the business combination contemplated by the Merger Agreement, among other things, Merger Sub will merge with and into Nava, with Nava surviving the Merger as a wholly owned subsidiary of NNAG.

Q.     Following the business combination, will the Combined Company’s securities continue to trade on a stock exchange?

A.     Yes. We have applied to have the Combined Company’s Common Stock and public warrants listed on Nasdaq. In connection with the business combination, NNAG will change its name to Nava Health, Inc. and upon the Closing, we expect that and the Combined Company’s Common Stock and warrants will begin trading on Nasdaq under the symbols “NAVA” and “NAVAW,” respectively. As a result, NNAG’s publicly traded units will separate into the component securities upon consummation of the business combination and will no longer trade as a separate security. In addition, each right will convert into one-fifth (1/5) of one share of common stock upon the consummation of the business combination and will no longer trade as a separate security.

Q.     How will the business combination impact the shares of NNAG outstanding after the business combination?

A.     Upon completion of the Transactions, we anticipate that: (i) the Nava Stockholders are expected to hold an ownership interest of [_]% of the issued and outstanding shares of the Combined Company’s Common Stock, (ii) the Sponsor is expected to hold an ownership interest of [_]% of the issued and outstanding shares of the Combined Company’s Common Stock, and (iii) NNAG’s public stockholders will retain an ownership interest of [_]% of the issued and outstanding shares of the Combined Company’s Common Stock. These levels of ownership interest assume (a) that no public stockholders exercise their redemption rights in connection with the Transactions, and (b) no exercises of warrants to purchase the Combined Company’s Common Stock. If the actual facts are different from these assumptions, the percentage ownership retained by the current NNAG stockholders in the Combined Company will be different. Upon the Effective Time, we anticipate that Nava will be a wholly owned subsidiary of the Combined Company. We anticipate that the Closing Date will occur on the date on which the Effective Time occurs.

Q.     Will the management of Nava change in the business combination?

A.     We anticipate that Bernie Dancel, the CEO of Nava, and Keith O’Donnell, the CFO of Nava, will respectively be appointed Chief Executive Officer and Chief Financial Officer of the Combined Company at Closing. In addition, following the Closing, the Combined Company’s board of directors will include seven directors, six of whom will be nominated by Nava and one of whom will be nominated by NNAG. At least four of the seven directors are expected to be independent such that a majority of the board of directors is independent. Please see the sections entitled “Proposal No. 4 — The Director Election Proposal” and “Management After the Business Combination” for additional information.

Q.     What equity stake will current NNAG stockholders and Nava stockholders hold in the Combined Company immediately after the consummation of the Transactions?

A.     Impact of the Transactions on the Combined Company’s public float

As of the date of this proxy statement/prospectus, there are (i) [_] shares of common stock issued and outstanding, which includes the 2,500,000 founder shares held by the Sponsor, the 7,500,000 public shares, and the 75,000 shares of Class A common stock held by EF Hutton, the underwriter in the Company’s IPO, (ii) 10,365,500 warrants issued and outstanding, which includes the 2,865,500 private placement warrants held by the Sponsor and the 7,500,000 public warrants, and (iii) 7,500,000 rights issued and outstanding. Each whole warrant entitles the holder thereof to purchase one share of NNAG’s Class A common stock and, following the Transactions, will entitle the holder thereof to purchase one share of the Combined Company’s Common Stock. Each right entitles the holder thereof to receive one-fifth (1/5) of one (1) NNAG’s Class A common stock upon consummation of NNAG initial business combination. Each will convert into one-fifth (1/5) of one share of common stock upon the consummation of the business combination and will no longer trade as a separate security. Therefore, as of the date of this proxy statement/prospectus, the NNAG fully diluted share capital would be 12,044,430 common stock equivalents. The Nava Stockholders will receive 32,000,000 shares of Combined Company common stock as consideration for the merger. As of April 26, 2024, the per share merger consideration that will be received by Nava Stockholders is approximately $26.57. Giving effect to the Transactions and assuming no redemptions, upon Closing, the fully diluted share capital of the Combined Company will be [_] common stock equivalents.

Upon completion of the Transactions, we anticipate that: (i) the Nava Stockholders are expected to hold an ownership interest of [_]% of the issued and outstanding shares of the Combined Company’s Common Stock, assuming no redemptions, or [_]% of the issued and outstanding shares of the Combined Company’s Common Stock, assuming 100% redemptions, (ii) the Sponsor is expected to hold an ownership interest of [_]% of the issued and outstanding shares of the Combined Company’s Common Stock, assuming no redemptions, or [_]% of the issued and outstanding shares of the Combined Company’s Common Stock, assuming 100% redemptions, and (iii) NNAG’s public stockholders will retain an ownership interest of [_]% of the issued and outstanding shares of the Combined Company’s Common Stock, assuming no redemptions, and [_]% of the issued and outstanding shares of the Combined Company’s Common Stock, assuming 100% redemptions. These levels of ownership interest assume (a) that no public stockholders exercise their redemption rights in connection with the Transactions and (b) full exercise of warrants to purchase the Combined Company’s Common Stock. If the actual facts are different from these assumptions, the percentage ownership retained by the current NNAG stockholders in the Combined Company will be different. Upon the Effective Time, we anticipate that Nava will be a wholly owned subsidiary of the Combined Company. We anticipate that the Closing Date will occur on the date on which the Effective Time occurs.

The following table illustrates varying ownership levels in the Combined Company immediately following the consummation of the Transactions based on the assumptions above, showing no exercise of the public warrants and private placement warrants:

In addition, the following table illustrates varying ownership levels in the Combined Company immediately following the consummation of the Transactions based on the varying levels of redemptions by the public stockholders, on a fully diluted basis, showing full exercise of the public warrants and private placement warrants:

____________

(a)      Assumes no redemptions by NNAG stockholders.

(b)      Assumes 100% redemptions by NNAG stockholders.

(c)      The shares held by the non-redeeming stockholders of NNAG include (i) the shares of common stock underlying the public units (subject to the assumptions set forth in the table) and (ii) 1,500,000 shares of common stock underlying the rights included in the public units, and (iii) 7,500,000 shares of common stock, assuming full exercise of the public warrants.

(d)      Consists of 1,500,000 founder shares that remain after giving effect to the Sponsor Forfeiture Agreement, which requires the Sponsor to forfeit 1,000,000 previously-issued shares upon the Closing, and 2,865,500 shares of common stock, assuming full exercise of the private placement warrants. Excludes shares related to the promissory note issued by the Sponsor since assumed to be repaid, not converted to warrants, at Closing.

(e)      Consists of 75,000 representative shares.

(f)      Consists of shares issued as Merger Consideration in the business combination.

The following comparative per share information sets forth summary historical per share information for NNAG and Nava and unaudited pro forma combined per share information for the Combined Company after giving effect to the Transactions under three redemption scenarios:

____________

(a)      Assumes no exercise of the public warrants and private placement warrants.

(b)      The unaudited pro forma condensed combined net loss per share information does not purport to represent what the actual results of operations of the Combined Company would have been had the business combination and related transactions been completed on the date indicated, or to project the Combined Company’s results of operations that may be achieved after the business combination. The unaudited pro forma book value per share information does not purport to represent what the book value of the Combined Company would have been had the business combination and related transactions been completed on the date indicated, nor the book value per share for any future date or period.

See the subsection entitled “Proposal No. 1 — The Business Combination Proposal — Impact of the Transactions on the Combined Company’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Q.     What conditions must be satisfied to complete the business combination?

A.     There are a number of closing conditions in the Merger Agreement, including the approval by the stockholders of NNAG of the business combination proposal, the Nasdaq proposal, the charter proposal, the incentive plan proposal and the director proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the business combination, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Certain Agreements Related to the Business Combination — Merger Agreement.”

Q:     Did the NNAG Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Transactions?

A:     NNAG did not obtain a third-party valuation or fairness opinion in connection with the Transactions. NNAG is not required to obtain an opinion from an unaffiliated third party that the price it is paying is fair to its public stockholders from a financial point of view. NNAG has conducted its own due diligence and calculations and has engaged in comprehensive discussions with Nava. Based on these efforts, NNAG believes the valuation offered by Nava is favorable to NNAG and its stockholders. The NNAG Board believes that because of the background of its directors in finance and business as high-level executives who have participated in mergers and acquisitions and other complex transactions, the NNAG Board was qualified to conclude that NNAG’s fair market value was at least 80% of NNAG’s net assets. See “Other Information Related to NNAG — Management, Directors and Executive Officers” for biographical information regarding the officers and directors of NNAG. Because the NNAG Board did not obtain a fairness opinion to assist it in its determination, NNAG public stockholders must rely solely on the judgment of the NNAG Board and NNAG’s board of directors may be incorrect in its assessment of the Transactions.

Q.     What happens if I sell my shares of NNAG’s Class A common stock before the special meeting?

A.     The record date for the special meeting is earlier than the date that the business combination is expected to be completed. If you transfer your shares of NNAG’s Class A common stock after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek redemption of your shares of NNAG’s Class A common stock because you will no longer be able to deliver them for cancellation upon consummation of the business combination. If you transfer your shares of NNAG’s Class A common stock prior to the record date, you will have no right to vote those shares at the special meeting or redeem those shares for a pro rata portion of the proceeds held in our trust account.

Q.     What constitutes a quorum at the special meeting?

A.     A majority of the voting power of all issued and outstanding shares of common stock entitled to vote as of the record date at the special meeting must be present via the virtual meeting platform, or represented by proxy, at the special meeting to constitute a quorum and in order to conduct business at the special meeting. Abstentions will be counted as present for the purpose of determining a quorum. As of the record date for the special meeting, [_] shares of our common stock would be required to be present at the special meeting to achieve a quorum.

NNAG’s bylaws permit the chair of the special meeting to adjourn the special meeting, whether or not there is a quorum, to a later date, time, and place. Notice of such adjournment need not be given if the date, time, and place (or means of remote communication, if any) of the adjourned meeting are announced at the special meeting.

Q.     What vote is required to approve the proposals presented at the special meeting?

A.     The approval of each of the business combination proposal, the incentive plan proposal, the Nasdaq proposal and the adjournment proposal require the affirmative vote of a majority of the issued and outstanding shares of common stock present by virtual attendance or represented by proxy at the special meeting. As a result, in the event that only the minimum number of shares representing a quorum is present at the special meeting, in addition to our initial stockholders’ founder shares and the representative shares, we would need [_], or [_]%, of the 7,500,000 public shares to be voted in favor of the business combination proposal, the incentive plan proposal, the Nasdaq proposal and the adjournment proposal in order to have such proposals approved (assuming that the initial stockholders do not purchase any units or shares in the open-market). Accordingly, if a valid quorum is established, an NNAG stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the business combination proposal, the incentive plan proposal, the Nasdaq proposal and the adjournment proposal will have no effect on such proposals.

The approval of the charter proposal requires the affirmative vote of holders of at least a majority of all of NNAG’s outstanding shares of common stock, and the approval of the charter proposal also requires the affirmative vote of holders of a majority of NNAG’s Class A common stock, or [_] public shares, voting as a separate class. As a result, in the event that only the minimum number of shares representing a quorum is present at the special meeting, in addition to our initial stockholders’ founder shares and the representative shares, we would need only [_], or [_]%, of the 7,500,000 public shares to be voted in favor of the charter proposal in order to have such proposal approved (assuming that the initial stockholders do not purchase any units or shares in the open-market).

Accordingly, if a valid quorum is established, an NNAG stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the charter proposal will have the same effect as a vote “against” such proposal.

Directors are elected by a plurality of all of the votes cast by holders of shares of NNAG’s common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the special meeting. This means that the seven director nominees who receive the most affirmative votes will be elected. NNAG stockholders may not cumulate their votes with respect to the election of directors. Accordingly, if a valid quorum is established, an NNAG stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the director election proposal will have no effect on such proposal.

Q.     How many votes do I have at the special meeting?

A.     Our stockholders are entitled to one vote on each proposal presented at the special meeting for each share of common stock held of record as of [_], 2024, the record date for the special meeting. As of the close of business on the record date, there were [_] outstanding shares of our common stock.

Q.     Do I have redemption rights?

A.     If you are a holder of public shares, you have the right to demand that NNAG redeem such shares for a pro rata portion of the cash held in NNAG’s trust account. NNAG sometimes refers to these rights to demand redemption of the public shares as “redemption rights.”

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption with respect to more than 15% of the public shares. Accordingly, all public shares in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

Q.     How do I exercise my redemption rights?

A.     If you are a holder of public shares and wish to exercise your redemption rights, you must demand that NNAG redeem your shares into cash no later than the second business day preceding the vote on the business combination proposal by delivering your stock to NNAG’s transfer agent physically or electronically using Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system prior to the vote at the special meeting. Any holder of public shares will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the trust account (which, for illustrative purposes and prior to deduction of any applicable taxes, was approximately $[_] or $[_] per share, as of [_], 2024, the record date for the special meeting). Such amount, less any owed but unpaid taxes on the funds in the trust account, will be paid promptly upon consummation of the business combination. However, under Delaware law, the proceeds held in the trust account could be subject to claims which could take priority over those of NNAG’s public stockholders exercising redemption rights, regardless of whether such holders vote for or against the business combination proposal. Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the business combination proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the business combination proposal at the special meeting. If you deliver your shares for redemption to NNAG’s transfer agent and later decide prior to the special meeting not to elect redemption, you may request that NNAG’s transfer agent return the shares (physically or electronically). You may make such request by contacting NNAG’s transfer agent at the address listed at the end of this section.

Any corrected or changed proxy card or written demand of redemption rights must be received by NNAG’s transfer agent prior to the vote taken on the business combination proposal at the special meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent prior to the vote at the special meeting.

If a redemption demand is properly made as described above, then, if the business combination is consummated, NNAG will redeem these shares for a pro rata portion of funds deposited in the trust account. If you exercise your redemption rights, then you will be exchanging your shares of NNAG common stock for cash.

Q.     What are the U.S. federal income tax consequences of exercising my redemption rights?

A.     In the event that a U.S. Holder elects to redeem its public shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of public shares under Section 302 of the Code or is treated as a distribution under Section 301 of the Code. Whether the redemption qualifies as a sale or exchange or is treated as a distribution will depend on the facts and circumstances of each particular U.S. Holder at the time such U.S. Holder exercises his, her, or its redemption rights. If the redemption qualifies as a sale or exchange of the public shares, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the public shares surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the common stock redeemed exceeds one year. The deductibility of capital losses is subject to limitations. See the section titled “Material U.S. Federal Income Tax Consequences — U.S. Federal Income Tax Consequences of Exercising Redemption Rights” for a more detailed discussion of the U.S. federal income tax consequences of a U.S. Holder electing to redeem its public shares for cash.

Q.     What are the U.S. federal income tax consequences of the business combination?

A.     For U.S. federal income tax purposes, it is expected that the business combination will qualify as a reorganization within the meaning of Section 368(a) of the Code. However, if certain requirements are not satisfied, the Merger would be treated, for U.S. federal income tax purposes, as a taxable exchange by the holders of Nava common stock for the Combined Company’s common stock. See “U.S. Federal Income Tax Consequences of the Business Combination” for a more detailed discussion of the U.S. federal income tax consequences of the business combination.

Q.     How do the Public Warrants differ from the Private Placement Warrants and what are the related risks for any public warrant holders post business combination?

A.     The Public Warrants are identical to the Private Placement Warrants. The Sponsor agreed not to transfer, assign or sell any of the Private Placement Warrants, including the common stock issuable upon exercise of such warrants (except to certain permitted transferees) until 30 days after the Closing.

Following the Closing, the Combined Company may redeem your Public Warrants prior to their exercise at a time that is disadvantageous to you. The Combined Company will have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Public Warrant, provided that the closing price of NNAG Common Stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading day period ending on the third trading day prior to proper notice of such redemption, provided that certain other conditions are met. If and when the Public Warrants become redeemable by the Combined Company, it may exercise the redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, the Combined Company may redeem the Public Warrants as set forth above even if the holders are otherwise unable to exercise the Public Warrants. Redemption of the outstanding Public Warrants could force you (i) to exercise your Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

If a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within 60 days from the consummation of NNAG’s initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Combined Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act provided that such exemption is available. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis.

Historical trading prices for shares of NNAG Common Stock have varied between a low of approximately $[_] per share on [_], 2024 to a high of approximately $[_] per share on [_], 2024 but have not approached the $18.00 per share threshold for redemption (which, as described above, would be required for 20 trading days within a 30 trading-day period after they become exercisable and prior to their expiration, at which point the Public Warrants would become redeemable). In the event that, after the Transactions, the Combined Company elects to redeem all of the redeemable warrants as described above, the Combined Company will fix a date for the redemption. Notice of redemption will be mailed by first class mail, postage prepaid, by the Combined Company not less than 30 days prior to the redemption date to the registered holders of the Public Warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the Warrant Agreement dated August 17, 2023, between NNAG and Continental Stock Transfer & Trust Company, as warrant agent, shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption by our posting of the redemption notice to DTC. Please see “Risk Factors — Even if NNAG consummates the business combination, there can be no assurance that the Public Warrants will be in the money during their exercise period, and they may expire worthless” and “Risk Factors — NNAG may redeem unexpired warrants, in accordance with their terms, prior to their exercise at a time that is disadvantageous to holders of warrants” for more information.

Q.     Do I have appraisal rights if I object to the proposed business combination?

A.     No. Neither NNAG stockholders nor its unit or warrant holders have appraisal rights in connection with the business combination under the DGCL. Please see the section entitled “Special Meeting of NNAG Stockholders — Appraisal Rights.”

Q.     What happens to the funds deposited in the trust account after consummation of the business combination?

A.     The net proceeds of the NNAG IPO and the concurrent private placement, a total of $75,750,000, were placed in the trust account immediately following the NNAG IPO. As of [_], 2024, the record date for the special meeting, there was approximately $[_] held in the trust account (prior to the deduction of any applicable taxes). After consummation of the business combination, the funds in the trust account will be used to pay holders of the public shares who exercise redemption rights, to pay fees and expenses incurred in connection with the business combination (including aggregate fees of up to $2,625,000 as deferred underwriting commissions) and to fund the Merger Consideration.

Q:     Will NNAG enter into any financing arrangements in connection with the Business Combination?

A:     Yes. Pursuant to the Merger Agreement, upon the Closing, NNAG will have cash and cash equivalents equal to or greater than $20,000,000 (the “Minimum Cash Condition”), including funds remaining in the trust account (after giving effect to applicable redemption payments to NNAG stockholders) and the proceeds of any equity investment or debt financing, less deductions for Transaction Costs, which, in the aggregate, will not for purposes of this calculation exceed $1,000,000. As of the date of this proxy statement/prospectus, NNAG and Nava have not entered into any agreements relating to transaction financing for the proposed Merger. Assuming the maximum redemption of [_] million public shares at $[_] per share, for aggregate payment of approximately $[_] million from the trust account, we believe that our cash on hand following the consummation of the Merger will be sufficient to meet the Combined Company’s working capital and capital expenditure requirements through at least [_], 2024. The management teams of NNAG and Nava are continuing to analyze the available financing options based on cost, amount available under the facility and the future impact that any financing would have on the capitalization of the Combined Company. The parties are negotiating PIPE investments and non-redemption arrangements with investment banks and significant stockholders of Nava and NNAG, including members of the NNAG Sponsor group. NNAG’s management team will select the potential PIPE investors and non-redemption counterparties, subject to the consent of Nava’s management team. Based on the current negotiations, it is expected that NNAG’s Sponsor, directors, officers, and/or their affiliates will participate in the private placement. NNAG will disclose any financing arrangements upon execution of binding documents in accordance with the rules of the SEC, including any material differences in the terms and price of securities issued at the time of the NNAG IPO as compared to any private placement securities that will be purchased in connection the Transactions.

Q.     What happens if a substantial number of public stockholders vote in favor of the business combination proposal and exercise their redemption rights?

A.     NNAG’s public stockholders may vote in favor of the business combination and still exercise their redemption rights. Accordingly, the business combination may be consummated even though the funds available from the trust account and the number of public stockholders are substantially reduced as a result of redemptions by public stockholders.

Q:     What fees are payable to EF Hutton in connection with the business combination?

A:     EF Hutton served as the underwriter of the NNAG IPO in August 2023. Part of the NNAG IPO underwriting fee in the amount of $2,625,000 was deferred and conditioned on the completion of a business combination. EF Hutton, LLC, the underwriter in the NNAG IPO, agreed to waive its rights to the deferred underwriting commission held in the trust account in the event we do not complete our initial business combination. EF Hutton, LLC has not performed additional services for NNAG following the NNAG IPO, and has not been involved in the preparation of any disclosure that is included in this proxy statement/prospectus or the material underlying the disclosure in this proxy statement/prospectus.

The amount of deferred underwriting fees to which EF Hutton is entitled will not be adjusted to account for redemptions of NNAG common stock by the public stockholders. Accordingly, the amount of the effective deferred underwriting fee due upon consummation of the Transactions as a percentage of the aggregate proceeds remaining in the trust account will increase as the number of shares of NNAG common stock redeemed increases.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus includes statements that express NNAG’s and Nava’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this proxy statement/prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, the Transactions, the benefits of the Transactions, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which Nava operates. Such forward-looking statements are based on available current market material and NNAG’s and Nava’s current expectations, beliefs and forecasts concerning future developments and their potential effects on the Transactions, Nava and NNAG. Factors that may impact such forward-looking statements include:

•        changes in domestic and foreign business, market, financial, political and legal conditions;

•        the inability of the parties to successfully or timely consummate the proposed transactions, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the Combined Company or the expected benefits of the proposed transactions or that the approval of the stockholders of NNAG or Nava is not obtained;

•        the outcome of any legal proceedings that may be instituted against Nava or NNAG following announcement of the proposed transactions;

•        failure to realize the anticipated benefits of the proposed transactions;

•        risks relating to the uncertainty of the projected financial information with respect to Nava;

•        the possibility that Nava may require additional capital to support business growth, and that this capital might not be available on commercially reasonable terms or at all;

•        risks related to the intentional disruption, security breaches and other security incidents, or alleged violations of laws, regulations, or other obligations relating to data handling of Nava’s technology and its website, systems, and data it maintains;

•        the amount of redemption requests made by NNAG’s public stockholders;

•        the ability of NNAG or the Combined Company to issue equity or equity-linked securities in connection with the proposed transactions or in the future;

•        the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries;

•        the impact of the global COVID-19 pandemic on Nava, NNAG, the Combined Company’s projected results of operations, financial performance or other financial metrics, or on any of the foregoing risks;

•        [Nava/GF to add Nava specific cautionary statements]; and

•        other factors disclosed in this proxy statement/prospectus

There can be no assurance that future developments affecting NNAG and/or Nava will be those that NNAG or Nava has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond either NNAG’s or Nava’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. NNAG and Nava will not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before a stockholder grants its proxy or instructs how its vote should be cast or votes on the business combination proposal, the charter proposal, the incentive plan proposal, the director election proposal, the Nasdaq proposal or the adjournment proposal, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect NNAG and Nava.

RISK FACTORS

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. The following risk factors apply to the business and operations of Nava and will also apply to the business and operations of the Combined Company following the completion of the business combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the business combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of the Combined Company. You should also carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” NNAG or Nava may face additional risks and uncertainties that are not presently known to us or Nava, or that we or Nava currently deem immaterial, which may also impair our or Nava’s business or financial condition.

Risks Related to Nava’s Business and Operations Following the Business Combination

The following discussion should be read in conjunction with the financial statements of Nava and notes to the financial statements included herein. Unless the context otherwise requires, all references in this section to “we,” “us” or “our” refer to Nava.

Risks Related to Our Business

We have a limited operating history, and our past results may not be indicative of our future performance. Further, our revenue growth rate is likely to slow as our business and our market matures.

We began operations in 2014. We have a limited history of generating revenue. As a result, our historical revenue growth should not be considered indicative of our future performance. We have encountered, and will continue to encounter, risks and difficulties frequently experienced by growing companies in rapidly changing industries, including market acceptance of Nava Medical’s procedures, attracting new clients, hiring physicians and responding to increasing competition and expenses as we expand our business. We cannot be sure that we will be successful in addressing these and other challenges we may face in the future, and our business may be adversely affected if we do not properly manage these risks.

Because we have a limited history operating our business at its current scale, it is difficult to evaluate our current business and future prospects, including our ability to plan for and model future growth. Our limited operating experience at this scale, combined with the rapidly evolving nature of the health and wellness market, substantial uncertainty concerning how these markets may develop, and other economic factors beyond our control, reduces our ability to accurately forecast quarterly or annual revenue. Failure to manage our future growth effectively and profitably could have an adverse effect on our business, financial condition, and operating results.

Our success depends on our ability to maintain the value and reputation of the Nava Health and Vitality Center™ brand.

We believe that our brand is important to attracting clients and high-quality practitioners. Maintaining, protecting, and enhancing our brand depends largely on our ability to deliver results for our clients and the success of our marketing efforts. We believe that the importance of our brand will increase as competition further intensifies. Our brand could be harmed if we fail to achieve these objectives or if our public image were to be tarnished by negative publicity. From time to time, we are involved in lawsuits, claims, audits and investigations, including those arising out of services provided, personal injury claims, professional liability claims, billing and marketing practices, employment disputes and contractual claims. These lawsuits, claims, audits or investigations, regardless of their merit or outcome, may also adversely affect our reputation and ability to expand our business. Unfavorable publicity about us, including Nava Medical’s procedures and technology, could diminish confidence in our Nava Health and Vitality Center™ brand. Such negative publicity also could have an adverse effect on our business, financial condition, and operating results.

We may be unable to attract and retain members, which would materially and adversely affect our business, results of operations and financial condition.

The success of our business depends on our ability to attract and retain clients as members. Our marketing efforts may not be successful in attracting clients, and membership levels may materially decline over time. Clients may cancel their memberships at any time after giving proper notification, in accordance with the terms of their membership agreement, subject to an initial minimum term applicable to certain memberships. We may also cancel or suspend client memberships if a client fails to provide payment for an extended period of time. In addition, we may experience attrition and must continually engage existing members and attract new clients in order to maintain membership levels. A portion of our member base does not regularly use our centers and may be more likely to cancel their memberships. Some of the factors that could lead to a decline in membership levels include changing desires and behaviors of clients or their perception of our brand, changes in discretionary spending trends and general economic conditions, changes in client behavior resulting from the COVID-19 pandemic or other global pandemic events, market maturity or saturation, a decline in our ability to deliver quality service at a competitive price, an increase in monthly membership dues due to inflation, direct and indirect competition in our industry and a decline in the public’s interest in wellness, among other factors. In order to increase membership levels, we may from time to time offer promotions or lower monthly or annual fees. If we are not successful in optimizing price or in adding new memberships in new and existing centers, growth in monthly membership or annual fees may suffer. Any decrease in our average fees or higher membership costs may adversely impact our results of operations and financial condition.

Many of the services and products offered through Nava Medical lack regulatory approval from the FDA, and the suppliers of our products may be operating in violation of applicable laws and regulations, which may adversely affect our ability to continue to offer those services and products.

Through Nava Medical we offer treatments using products that are generally not approved by the FDA and which are supplied to us by third-parties who are subject to regulation, oversight, and enforcement actions by the FDA. For example, our semaglutide sodium salt products used in the NavaRx weight loss program are not FDA-approved and are not the same as Novo Nordisk’s FDA-approved brand name semaglutide products Ozempic® and Wegovy®, but rather are produced for us by one or more compounding pharmacies. FDA has issued statements that “[t]he agency is not aware of any basis for compounding using the salt forms that would meet the FD&C requirements for types of active ingredients that can be compounded.” Moreover, FDA has generally taken aggressive enforcement approaches to compounding pharmacies and compounded products, and one or more of our compounding pharmacy suppliers has received an FDA warning letter in recent years over manufacturing concerns. In addition, Novo Nordisk recently has filed numerous lawsuits against compounding pharmacies that produce compounded semaglutide products.

Similarly, our bioidentical hormone replacement therapy products are not FDA approved, and also are produced for us by compounding pharmacies. FDA has published a position statement that “[m]any marketed products that are called “bioidentical hormones” are compounded drugs, which are not FDA-approved. FDA does not have evidence that compounded “bioidentical hormones” are safe and effective, or safer or more effective than FDA-approved hormone therapy.” If FDA takes enforcement action against bioidenical hormone products generally, or against one or more of our compounding pharmacy suppliers, we may be unable to continue to offer these products.

And, our IV NAD and IV micronutrient therapy products are obtained from outside compounding pharmacies, and undergo additional maniupulatiuon and preparation for injection by Nava Medical’s nursing staff. None of these IV products are FDA approved, and if FDA or state or other regulators were to take enforcement action against us, Nava Medical, or any of our suppliers, we may be unable to continue to offer some or all of those products.

The health of the economy may affect consumer purchases of discretionary services, such as cosmetic services, which could have a material adverse effect on our business, financial condition and results of operations.

Our results of operations may be materially affected by conditions in the capital and credit markets and the economy generally. We appeal to a wide demographic customer profile for cosmetic services. Uncertainty in the economy could adversely impact client purchases of discretionary services, including cosmetic services. Factors that could affect clients’ willingness to make such discretionary purchases include general business conditions, levels of

employment, interest rates, tax rates, the availability of consumer credit, consumer confidence in future economic conditions and risks, or the public perception of risks, related to epidemics or pandemics, such as the COVID-19 pandemic. In the event of a prolonged economic downturn or acute recession, consumer spending habits could be adversely affected, and we could experience lower than expected net sales.

Our revenue is particularly sensitive to regulatory, economic and other conditions in the states and jurisdictions in which we operate on-premises locations. As of the date hereof, we operate through our arrangements with Nava Medical’s on-premises locations in Maryland and Virginia (with additional locations scheduled to open in 2024 in Florida, Georgia, Maryland, New Jersey, New York, North Carolina, and Pennsylvania).

If there were an adverse regulatory, economic or other development in any of the states and jurisdictions in which we have a higher concentration of centers there could be unanticipated adverse impacts on our business in those states and jurisdictions, which could have a material adverse effect on our business, prospects, results of operations and financial condition.

In addition, a general deterioration in economic conditions could adversely affect our commercial partners including our vendor partners as well as the real estate developers and landlords who we rely on to construct and operate locations in which our centers are located. A bankruptcy or financial failure of a significant vendor or a number of significant real estate developers or landlords could have a material adverse effect on our business, financial condition, profitability, and cash flows.

We have grown rapidly in recent years and have limited operating experience at our current scale of operations. If we are unable to manage our growth effectively, our brand, company culture, and financial performance may suffer.

We have expanded rapidly and have limited operating experience at our current size. To effectively manage and capitalize on our growth, we must continue to expand our marketing, focus on innovation and upgrade our management information systems and other processes. Our continued growth could strain our existing resources, and we could experience ongoing operating difficulties in managing our business across numerous jurisdictions, including difficulties in hiring, training, and managing physicians and other staff in our medical centers. If we do not adapt to meet these evolving challenges, or if our management team does not effectively scale with our growth, we may experience erosion to our brand, our company culture and financial performance may be harmed.

Our growth strategy contemplates expanding our footprint by opening new on-premises locations. Many of our on-premises locations are relatively new and we cannot assure you that these on-premises locations or that future on-premises locations will generate revenue comparable with those generated by our more mature locations, especially as we move to new geographic markets. Further, many of our on-premises locations are leased pursuant to multi-year leases, and our ability to negotiate favorable terms on an expiring lease or for a lease renewal option may depend on factors that are not within our control. Expanding nationally will require significant additional investment. Successful implementation of our growth strategy will require significant expenditures before any substantial associated revenue is generated and we cannot guarantee that these increased investments will result in corresponding and offsetting revenue growth.

Our planned expansion will place increased demands on our existing operational, managerial, and administrative resources. These increased demands could strain our resources and cause us to operate our business less effectively, which in turn could cause the performance of our new and existing centers to suffer. Opening new on-premises locations may result in inadvertent oversaturation, temporarily or permanently divert clients from our existing centers to new centers and reduce comparable centers revenue, thus adversely affecting our overall financial performance. In addition, oversaturation, or the risk of oversaturation, may reduce or adversely affect the number or location of centers we plan to open, and could thereby materially and adversely affect our growth plans overall or in particular markets.

If we fail to open and operate new centers in a timely and cost-effective manner or fail to successfully enter new markets, our financial performance could be materially and adversely affected.

Our growth strategy depends, in large part, on growing and expanding our operations, both in existing and new geographic regions, particularly in densely populated and affluent metropolitan and suburban regions and operating our new centers successfully. We cannot assure you that our contemplated expansion will be successful.

Our ability to successfully open and operate new centers depends on many factors, including, among others, our ability to:

•        recruit qualified health practitioners through Nava Medical for our new centers;

•        address regulatory, competitive, and marketing, and other challenges encountered in connection with expansion into new markets;

•        hire, train and retain health practitioners and other personnel through Nava Medical;

•        maintain adequate information system and other operational system capabilities;

•        successfully integrate new centers into our existing management structure with Nava Medical and operations, including information system integration;

•        negotiate acceptable lease terms at suitable locations;

•        source sufficient levels of medical supplies at acceptable costs;

•        obtain and maintain necessary permits and licenses through Nava Medical;

•        construct and open our centers on a timely basis;

•        generate sufficient levels of cash or obtain financing on acceptable terms to support our expansion;

•        achieve and maintain brand awareness in new and existing markets; and

•        identify and satisfy the needs and preferences of our clients.

Our failure to effectively address challenges such as these could adversely affect our ability to successfully open and operate new centers in a timely and cost-effective manner.

We may also pursue strategic acquisitions in the future. Risks in acquisition transactions include difficulties in the integration of acquired businesses into our operations and control environment, difficulties in assimilating and retaining employees and intermediaries, difficulties in retaining the existing clients of the acquired entities, assumed or unforeseen liabilities that arise in connection with the acquired businesses, the failure of counterparties to satisfy any obligations to indemnify us against liabilities arising from the acquired businesses, and unfavorable market conditions that could negatively impact our growth expectations for the acquired businesses. Fully integrating an acquired company or business line into our operations may take a significant amount of time. We cannot assure you that we will be successful in overcoming these risks or any other problems encountered with acquisitions and other strategic transactions. These risks may prevent us from realizing the expected benefits from acquisitions and could result in the failure to realize the full economic value of a strategic transaction or the impairment of goodwill and/or intangible assets recognized at the time of an acquisition. These risks could be heightened if we complete a large acquisition, multiple acquisitions within a short period of time, or miscalculate expected returns on an acquisition.

Accordingly, we cannot assure you that we will achieve our planned growth or, even if we are able to grow our centers as planned, that our new centers will perform as expected. Our failure to implement our growth strategy and to successfully open and operate new centers in the time frames and at the costs estimated by us could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to secure contracts with health insurance payors in new geographic regions, our revenue growth will be adversely affected.

To increase our revenue, our business strategy is to expand into new geographic regions. In order to support such growth, Nava Medical must continue to win new health insurance payor contracts or grow existing contracts with our existing payors.

If Nava Medical is unable to convince potential health insurance payors of the benefits of our value-based system, or if potential or existing health insurance payors prefer the care provider model of one of our competitors, we may not be able to effectively implement our growth strategy, which depends in part on our ability to attract new

health insurance payors for Nava Medical. Nava Medical’s inability to obtain new payor agreements would harm our ability to execute our growth strategy and may have a material adverse effect on our business operations and financial position.

There are risks associated with estimating the amount of revenue that is recognized under insurance reimbursements, and if our estimates of revenue are materially inaccurate, it could impact the timing and the amount of our revenue recognition or have a material adverse effect on our business, results of operations, financial condition and cash flows.

There are risks associated with estimating the amount of revenues for clients using insurance as payment. The billing and collection process is complex due to ongoing insurance coverage changes, geographic coverage differences, differing interpretations of contract coverage and other payor issues, such as ensuring appropriate documentation. We base our estimates of actual revenue on historical trends. We may make a revenue adjustment in a period where our estimates are either too high or too low. If our estimates of revenues are materially inaccurate, it could impact the timing and the amount of our revenues recognition and have a material adverse impact on our business, results of operations, financial condition and cash flows.

Our inability to effectively compete with our competitors may prevent us from achieving significant market penetration or improving our operating results.

The wellness market is highly competitive and dynamic and is characterized by rapid and substantial technological development and product innovations. Demand for Nava Medical’s services could be limited by the products and technologies offered by competitors, which include medical practices, spas and similar wellness companies that operate both in Nava’s markets and nationally as well as through e-commerce channels. Our competitors may have or acquire more capital and other resources and/or have or develop greater brand recognition, which may allow them to more effective compete with us, including by offering their products and services at lower prices. Our inability to effectively compete with these other companies could limit our ability to grow our business, could prevent us from meeting our revenue projections, and/or could have a material and adverse impact on our financial condition and results of operation.

Government regulations and private party actions relating to the marketing and advertising of our products and Nava Health’s services may restrict, inhibit, or delay our ability to sell our products and harm our business, financial condition, and results of operations.

Government authorities regulate advertising and product claims regarding the performance and benefits of many of our products. These regulatory authorities require appropriate substantiation to support any marketing claims. Substantiation of health related product claims generally requires “competent and reliable” scientific evidence, often, depending on the specific claim, in the form of controlled clinical studies, that the claims made for a health related product are truthful and non-misleading. This is a high standard and there is no assurance that the efforts that we undertake to support our claims will be deemed adequate for any particular product or claim. Moreover, product claims that reflect an intended use of a product to treat, cure, prevent, diagnose or mitigate a disease or medical condition may cause the product to be deemed a “new drug” or a medical “device” by FDA and require prior FDA approval or clearance in order for us to lawfully market the product with such claims. Neither we, nor Nava Medical currently have FDA approvals for any of our products. A significant area of risk for our product-related activities relates to improper or unsubstantiated claims about our products’ effectiveness and safety. If we are unable to show adequate substantiation for our product claims, or our promotional materials make claims that exceed the scope of allowed claims for the classification of the specific product, regulatory authorities could take enforcement action or impose penalties, such as monetary consumer redress, requiring us to revise our marketing materials, amend our claims or stop selling certain products, all of which could harm our business, financial condition and results of operations. Any regulatory action or penalty could lead to private party actions, which could further harm our business, financial condition, and results of operations.

We primarily depend on payments by individuals as well as health insurance payors, which could lead to delays and uncertainties in the reimbursement process.

The reimbursement process is complex and can involve lengthy delays. Health insurance payors may disallow, in whole or in part, requests for reimbursement based on determinations that the client is not eligible for coverage, certain amounts are not reimbursable under plan coverage, or the services provided were not medically

necessary or require additional supporting documentation. Retroactive adjustments may change amounts realized from health insurance payors. As described below, Nava Medical is subject to audits by such payors, including governmental audits of our Medicare claims, if any, and may be required to repay these payors if a finding is made that we were incorrectly reimbursed. Delays and uncertainties in the reimbursement process may adversely affect accounts receivable, increase overall costs and cause us to incur additional costs associated with raising capital. Health insurance payors are also increasingly focused on controlling healthcare costs, and such efforts, including any revisions to reimbursement policies, may further complicate and delay Nava Medical’s reimbursement claims.

In addition, certain of our clients are covered under health plans that require the client to cover a portion of their own healthcare expenses through the payment of copayments or deductibles. Nava Medical may not be able to collect the full amounts due with respect to these payments that are the client’s financial responsibility. To the extent permitted by law, amounts not covered by health insurance payors are the obligations of individual clients for which Nava Medical may not receive whole or partial payment. Any increase in cost shifting from health insurance payors to individual clients, including as a result of high deductible plans for clients, increases our collection costs and reduces overall collections, which we may not be able to offset such additional costs with sufficient revenue.

In addition, if regulations change to restrict Nava Medical’s ability to or prohibit our affiliated providers from delivering care through telehealth modalities, our financial condition and results of operations may be adversely affected.

A portion of our revenue is derived from health insurance payors. Those payors could take action to remove, exclude, delay, or otherwise prevent the inclusion of Nava in their provider networks.

Our operations are dependent on a concentrated number of health insurance payors with whom we contract to pay some or all of the fees that we charge to clients. We generally manage payor contracts on a state-by-state basis, entering into a separate contract in each state with the local affiliate of the relevant payor such that no one local payor contract accounts for a majority of our collective revenue. We believe that a portion of Nava Medical’s revenue may continue to be derived from a number of key health insurance payors, which may terminate their contracts with Nava upon the occurrence of certain events. The sudden loss of any of Nava’s payor partners, or the renegotiation of any of Nava’s payor contracts, could adversely affect our operating results. In the ordinary course of business, we engage in active discussions and renegotiations with health insurance payors in respect of the services Nava provides and the terms of Nava’s payor agreements. As the health insurance payors’ businesses respond to market dynamics and financial pressures, and as health insurance payors make strategic business decisions in respect of the lines of business they pursue and programs in which they participate, certain of the health insurance payors may seek to renegotiate or terminate their agreements with Nava. These discussions could result in reductions in the fees and changes to the scope of services contemplated by the original payor contracts and consequently could negatively impact our revenues, business and prospects.

We depend on the creditworthiness of these payors. These payors are subject to a number of risks including reductions in payment rates from governmental programs, higher than expected healthcare costs and lack of predictability of financial results when entering new lines of business, particularly with high-risk populations. If the financial condition of Nava’s payor partners declines, our financial results could be impacted. Should one or more of Nava’s significant payor partners declare bankruptcy, be declared insolvent or otherwise be restricted by state or federal laws or regulation from continuing in some or all of their operations, this could adversely affect our ongoing revenues, the collectability of our accounts receivable, our bad debt reserves and our net income.

Although Nava has contracts with many of these payors, those contracts may be terminated before their term expires for various reasons, such as changes in the regulatory landscape and poor performance by Nava and our affiliated providers, subject to certain conditions. Certain of the payor contracts are terminable immediately upon the occurrence of certain events. Certain of the payor contracts may be terminated immediately by the partner if Nava loses applicable licenses, goes bankrupt, loses its liability insurance or receive an exclusion, suspension or debarment from state or federal government authorities. Additionally, if a payor were to lose applicable licenses, go bankrupt, lose liability insurance, become insolvent, file for bankruptcy or become subject to exclusion, suspension or debarment from state or federal government authorities, Nava’s contract with such payor could in effect be terminated. In addition, certain of the payor contracts may be terminated immediately if Nava becomes insolvent or files for bankruptcy. If any of the contracts with Nava’s payors is terminated, Nava may not be able to recover all fees due under the terminated contract, which may adversely affect our operating results.

A pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide, including the outbreak of the novel strains of coronavirus disease, such as COVID-19, could adversely affect our business.

If a pandemic, epidemic or outbreak of an infectious disease occurs in the United States or worldwide, our business may be adversely affected. Adverse market conditions resulting from the spread of an infectious disease (similar to the impacts of the COVID-19 pandemic) could materially adversely affect our business and the value of common stock. The extent to which any global pandemic impacts our business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity and spread of certain infectious diseases and the actions to contain such infectious diseases or treat the related impacts, among others.

If pandemic conditions occur, especially in regions where we have offices or clinics, our business activities originating from affected areas could be adversely affected. Disruptive activities could include business closures in impacted areas, further restrictions on our employees’ and service providers’ ability to travel, impacts to productivity if our employees or their family members experience health issues, and potential delays in hiring and onboarding of new employees. We may take further actions that alter our business operations as may be required by local, state, or federal authorities or that we determine are in the best interests of our employees’ health and safety. Such measures could negatively affect our sales and marketing efforts, sales cycle, employee productivity, or client retention, any of which could harm our financial condition and business operations.

To the extent any pandemic conditions occur in the future in the United States or worldwide and adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section, including but not limited to those relating to cyberattacks and security vulnerabilities, interruptions or delays due to third-parties, or our ability to raise additional capital or generate sufficient cash flows necessary to fulfill our obligations under our existing indebtedness or to expand our operations.

Our services are concentrated in certain geographic areas and populations exposing us to unfavorable changes in local benefit costs, reimbursement rates, competition and economic conditions.

Nava’s client base remains concentrated in certain geographic areas in the United States. We have clinic locations in the mid-Atlantic region. Unfavorable changes in healthcare or other benefit costs or reimbursement rates or increased competition in the states in which we operate or any other geographic area where Nava’s membership becomes concentrated in the future could therefore have a disproportionately adverse effect on our operating results.

We rely on a skilled, licensed labor force to provide Nava Medical’s healthcare services, and the supply of this labor force is finite. If we cannot hire adequate staff on behalf of Nava Medical for our clinics, we will not be able to operate.

As of December 31, 2023, we employed approximately 87 full-time employees and approximately 31 part-time employees. The majority of our personnel is licensed to perform cosmetic services, including medical treatments, and hold licenses as physicians, nurses, nutritionists, nurse practitioners, physician assistants, acupuncturists or massage therapists. Our success depends, in part, on our continuing ability to identify, hire, develop and retain highly qualified personnel, including physicians, nurses, nutritionists, nurse practitioners, physician assistants, acupuncturists and massage therapists, through Nava Medical. The demand for medical professionals has increased significantly as a result of the COVID-19 pandemic. Further, even before the COVID-19 pandemic, the demand for medical professionals had been increasing as more consumers began gravitating to health and wellness treatments. Additionally, many of the jurisdictions in which we operate our centers have their own licensing or similar requirements applicable to our personnel, and the on-boarding and training process for each of our employees can take several months. If we cannot identify, hire, develop and retain adequate staff for our centers, we will not be able to open new centers on a timely basis or adequately staff existing centers.

We face competition for health practitioners.

The number of health practitioners available to work through Nava Medical at our centers is finite, and we face intense competition from other wellness centers in recruiting health practitioners to work in our centers. In addition, there may be other companies that may decide to enter our business. Many of these companies have

greater resources than we do, including financial, marketing, staff and capital resources. If we are unable to compete effectively with any of these entities for health practitioners, we may be unable to implement our business strategies successfully and our financial position and results of operations could be adversely affected.

We, our centers and our affiliated healthcare providers providing professional services at such centers may become subject to medical liability and other legal claims, which could have a material adverse impact on our business.

The nature and use of Nava Medical’s services could give rise to liability, including medical liability claims against us, Nava Medical, or our affiliated healthcare providers, if a client were injured while receiving our procedures or were to suffer adverse reactions following our procedures. Adverse reactions could be caused by various factors beyond our control. If any of these events occurred, we and our affiliated healthcare providers could incur substantial litigation expense and be required to make payments in connection with settlements of claims or as a result of judgments against us, which could result in substantial damage awards that exceed the limits of our respective insurance coverage. Additionally, any claims made against us could divert the attention of our management and our practitioners from our operations, which could have a material adverse effect on our business, financial condition and results of operations.

In recent years, physicians, hospitals and other healthcare providers have become subject to an increasing number of legal actions alleging malpractice or related legal theories. Many of these actions involve large monetary claims and significant defense costs. We also owe certain defense and indemnity obligations to our officers and directors.

Our collective insurance coverage may not cover all claims against us. Insurance coverage may not continue to be available at a cost allowing us to maintain adequate levels of insurance. If one or more successful claims against us were not covered by or exceeded the coverage of our insurance, our financial condition and results of operations could be adversely affected. Our business, profitability and growth prospects could suffer if we face negative publicity or we pay damages or defense costs in connection with a claim that is outside the scope or limits of coverage of any applicable insurance coverage, including claims related to adverse client events, contractual disputes, professional and general liability, and directors’ and officers’ duties.

In addition, if our costs of insurance and claims increase, then our earnings could decline. Market rates for insurance premiums and deductibles have been steadily increasing. Our earnings and cash flows could be materially and adversely affected by any of the following:

•        the collapse or insolvency of our insurance carriers;

•        further increases in premiums and deductibles;

•        increases in the number of liability claims against us or the cost of settling or trying cases related to those claims; or

•        cancellation of, or an inability to obtain one or more types of insurance on acceptable terms, if at all.

We depend on our senior management, and we may be adversely affected if we lose any member of our senior management.

Because our senior management has been key to our growth and success, we are highly dependent on Dr. Douglas Lord and Mr. Bernaldo Dancel, our founder and Chief Executive Officer. We do not maintain “key man” life insurance policies on any of our officers. Competition for senior management generally, and within the wellness industry specifically, is intense and we may not be able to recruit and retain the personnel we need if we were to lose an existing member of senior management. Because our senior management has contributed greatly to our growth since inception, the loss of key management personnel, without adequate replacements, or our inability to attract, retain and motivate sufficient numbers of qualified management personnel could have a material adverse effect on our financial condition and results of operations.

Most members of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a

public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition, and operating results.

We depend on our information technology systems, and those of our third-party vendors, contractors and consultants, and any failure or significant disruptions of these systems, security breaches or loss of data could materially adversely affect our business, financial condition and results of operations.

Our business is highly dependent on maintaining effective information systems as well as the integrity and timeliness of the data we use to serve our clients, support our care teams and operate our business. Because of the large amount of data that we collect and manage, it is possible that hardware failures or errors in our systems could result in data loss or corruption or cause the information that we collect to be incomplete or contain inaccuracies that our partners regard as significant. If our data were found to be inaccurate or unreliable due to fraud or other error, or if we, or any of the third-party service providers we engage, were to fail to maintain information systems and data integrity effectively, we could experience operational disruptions that may impact our clients and care teams and hinder our ability to provide services, establish appropriate pricing for services, retain and attract clients, manage our client risk profiles, establish reserves, report financial results timely and accurately and maintain regulatory compliance, among other things.

Our information technology strategy and execution are critical to our continued success. We must continue to invest in long-term solutions that will enable us to anticipate client needs and expectations, enhance the client experience, act as a differentiator in the market and protect against cybersecurity risks and threats. We believe our success is dependent, in large part, on maintaining the effectiveness of existing technology systems and continuing to deliver and enhance technology systems that support our business processes in a cost-efficient and resource-efficient manner. Increasing regulatory and legislative changes will place additional demands on our information technology infrastructure that could have a direct impact on resources available for other projects tied to our strategic initiatives. In addition, recent trends toward greater patient engagement in healthcare require new and enhanced technologies, including more sophisticated applications for mobile devices. Connectivity among technologies is becoming increasingly important. We must also develop new systems to meet current market standards and keep pace with continuing changes in information processing technology, evolving industry and regulatory standards and patient needs. Failure to do so may present compliance challenges and impede our ability to deliver services in a competitive manner. Further, because system development projects are long-term in nature, they may be more costly than expected to complete and may not deliver the expected benefits upon completion.

Security incidents compromising the confidentiality, integrity, and availability of our confidential or personal information and our and our third-party service providers’ information technology systems could result from cyber-attacks, computer malware, viruses, social engineering (including spear phishing and ransomware attacks), credential stuffing, supply chain attacks, efforts by individuals or groups of hackers and sophisticated organizations, including state-sponsored organizations, errors or malfeasance of our personnel, and security vulnerabilities in the software or systems on which we and our third-party service providers rely. As techniques used by cyber criminals change frequently, a disruption, cyberattack or other security breach of our information technology systems or infrastructure, or those of our third-party service providers, may go undetected for an extended period and could result in the theft, transfer, unauthorized access to, disclosure, modification, misuse, loss or destruction of our employee, representative, client, vendor, consumer and/or other third-party data, including sensitive or confidential data, personal information and/or intellectual property. We cannot guarantee that our security efforts will prevent breaches or breakdowns of our or our third-party service providers’ information technology systems. If we suffer a material loss or disclosure of health-related or other personal or confidential information as a result of a breach of our information technology systems, including those of our third-party service providers, we may suffer reputational, competitive and/or business harm, incur significant costs and be subject to government investigations, litigation, fines and/or damages, which could have a material adverse effect on our business, prospects, results of operations, financial condition and/or cash flows. Moreover, while we maintain cyber insurance that may help provide coverage for these types of incidents, we cannot assure you that our insurance will be adequate to cover costs and liabilities related to these incidents. Further, our failure to effectively invest in, implement improvements to and properly maintain the uninterrupted operation and data integrity of our information technology and other business systems could adversely affect our results of operations, financial position and cash flow.

If we are unable to protect the confidentiality of our trade secrets, know-how and other proprietary and internally developed information, the value of our technology could be adversely affected.

We may not be able to protect our trade secrets, know-how and other internally developed information adequately. Although we use reasonable efforts to protect this internally developed information and technology, our employees, consultants and other parties (including independent contractors and companies with which we conduct business) may unintentionally or willfully disclose our information or technology to competitors. Enforcing a claim that a third party illegally disclosed or obtained and is using any of our internally developed information or technology is difficult, expensive and time-consuming, and the outcome is unpredictable. We rely, in part, on non-disclosure, confidentiality and assignment-of-invention agreements with our employees, independent contractors, consultants and companies with which we conduct business to protect our internally developed information. These agreements may not be self-executing, or they may be breached, and we may not have adequate remedies for such breach. Moreover, third parties may independently develop similar or equivalent proprietary information or otherwise gain access to our trade secrets, know-how and other internally developed information.

Our centers may be adversely impacted by weather and other factors beyond our control, and disruptions in our disaster recovery systems or management continuity planning could limit our ability to operate our business effectively.

The financial results of our centers may be negatively impacted by adverse weather conditions, such as tornadoes, earthquakes and hurricanes, or other factors beyond our control, such as wildfires. These weather conditions or other factors could disrupt client scheduling, displace our clients, employees and practitioners and force certain of our centers to close temporarily or for an extended period of time. In certain markets, we have a large concentration of centers that may be simultaneously affected by adverse weather condition or events beyond our control.

While we have disaster recovery systems and business continuity plans in place, any disruptions in our disaster recovery systems or the failure of these systems to operate as expected could, depending on the magnitude of the problem, adversely affect our operating results by limiting our capacity to effectively monitor and control our operations. Despite our implementation of a variety of security measures, our technology systems could be subject to physical or electronic break-ins, and similar disruptions from unauthorized tampering or weather-related disruptions where our headquarters is located. In addition, in the event that a significant number of our management personnel were unavailable in the event of a disaster, our ability to effectively conduct business could be adversely affected.

Risks Related to Our Regulatory Environment

If we fail to comply with or otherwise incur liabilities under any of the numerous federal and state laws and regulations relating to the operation of our centers, we could incur significant penalties or other costs or be required to make significant changes to our operations.

The healthcare and wellness industry is heavily regulated and we are subject to many laws and regulations at the federal, state and local government levels in the markets in which we operate. These laws and regulations require that our centers meet various requirements, including, but not limited to, those relating to:

•        the practices of medicine, nursing, pharmacy, accupuncture, nutrition counseling, and laboratory diagnostic services;

•        ownership and control of our centers and our arrangements with Nava Medical;

•        clinical and administrative policies and procedures;

•        qualification, training and supervision of physicians and other licensed practitioners and support persons;

•        the appropriateness and adequacy of medical care, equipment, personnel, operating policies and procedures; maintenance and preservation of medical records;

•        Ensuring the quality, safety, effectiveness and legal and regulatory compliance of all products and procedures we, through Nava Medical, provide to patients and customers, and the quality, safety, effectiveness, and compliance of our suppliers and products we receive from our suppliers.

•        the protection and privacy of patient and other sensitive information, including, but not limited to, patient protected health information and credit card information;

•        building codes;

•        workplace health and safety;

•        fee-splitting and the corporate practice of medicine;

•        handling of medication;

•        coding billing and reimbursement

•        contractual arrangements with providers and third parties;

•        labeling and sale of supplements; and

•        environmental protection, health and safety.

If we fail or have failed to comply with applicable laws and regulations, we could subject ourselves to administrative, civil or criminal penalties, cease and desist orders, and loss of the ability to operate, among other impacts.

Many of these laws and regulations have not been fully interpreted by regulatory authorities or the courts, and their provisions are sometimes open to a variety of interpretations. Different interpretations or enforcement of existing or new laws and regulations could subject our current practices to allegations of impropriety or illegality, or require us to make changes in our operations, arrangements with licensed professionals, vendors, equipment, personnel, services, capital expenditures or operating expenses to comply with the interpretations of, or the issuance of new or amended rules. In addition, some of the governmental and regulatory bodies that regulate Nava Medical’s licensed practitioners are considering or may in the future consider enhanced or new regulatory requirements. These authorities may also seek to exercise their supervisory or enforcement authority in new or more robust ways. Any enforcement action against us, Nava Medical, or our affiliated practitioners, even if we or they successfully defend against it, could cause us to incur significant legal expenses and divert our management’s attention from the operation of our business.

In pursuing our growth strategy, we may seek to expand our presence into states in which we do not currently operate. In new geographic areas, we may encounter laws and regulations that differ from those applicable to our current operations. If we are unwilling or unable to comply with these legal requirements in a cost-effective manner, we may be unable to expand into new geographic markets or such expansion may be materially limited, which, in either case, could materially and adversely affect our ability to expand and grow the business.

All of these possibilities, if they occurred, could detrimentally affect the way we conduct our business and manage our capital, either of which, in turn, could have a material adverse effect on our business, prospects, results of operations and financial condition.

The healthcare laws and regulations to which we are subject are constantly evolving and may change significantly in the future.

The laws and regulations applicable to our business and to the healthcare industry generally to which we are subject are constantly in a state of flux. While we believe that we have structured our agreements and operations in material compliance with applicable healthcare laws and regulations, there can be no assurance that we have successfully done so, or will be able to successfully address changes in the current regulatory environment or changes in interpretation of existing laws and regulations. We believe that our business operations materially comply with applicable healthcare laws and regulations. However, some of the healthcare laws and regulations applicable to us are subject to limited or evolving interpretations, and a review of our business or operations by a court, law enforcement or a regulatory authority might result in a determination that could have a material adverse effect on us. Furthermore, the healthcare laws and regulations applicable to us may be amended or interpreted in a manner that could have a material adverse effect on our business, prospects, results of operations and financial condition.

Changes in privacy or consumer protection laws could adversely affect our ability to attract clients and harm our business.

We collect information relating to our clients as part of our business and marketing activities. The collection and use of personal data is governed by privacy laws and regulations of the United States and other jurisdictions. Privacy regulations continue to evolve and, occasionally, may be inconsistent from one jurisdiction to another. Compliance with applicable privacy regulations may increase our operating costs or adversely affect our ability to market our services and products and serve our clients. In addition, non-compliance with applicable privacy regulations by us, or a breach of security systems storing our data, may result in fines, payment of damages, or restrictions on our use or transfer of data.

In addition, we are subject to, and may become subject to additional, laws or regulations that restrict or prohibit use of emails, similar marketing or advertising activities or other types of communication that we currently rely on. Such laws and regulations currently include the CAN-SPAM Act of 2003 and similar laws adopted by a number of states to regulate unsolicited commercial emails; the U.S. Federal Trade Commission guidelines that impose responsibilities on companies with respect to communications with consumers; federal and state laws and regulations prohibiting unfair or deceptive acts or practices; and the Telephone Consumer Protection Act that limits certain uses of automatic dialing systems, artificial or prerecorded voice messages and SMS text messages. Any further restrictions under such laws that govern our marketing and advertising activities could adversely affect the effectiveness of our marketing and advertising activities or other client communications. Furthermore, even if we can comply with existing or new laws and regulations, we may discontinue certain activities or communications if we become concerned that our clients or potential clients deem them intrusive, or they otherwise adversely affect our reputation. If our marketing and advertising activities are restricted, our ability to attract clients could be adversely affected and harm our business.

We may be subject to specific endorsement and/or testimonial regulations that would interfere with our advertising, marketing and labeling strategies.

The Federal Trade Commission (the “FTC”) revised its Guides Concerning the Use of Endorsements and Testimonials in Advertising (the “Guides”), which became effective on December 1, 2009. Although the Guides are not binding, they explain how the FTC interprets Section 5 of the FTC Act’s prohibition on unfair or deceptive acts or practices. Consequently, the FTC could bring a Section 5 enforcement action based on practices that are inconsistent with the Guides. Under the revised Guides, advertisements that feature a consumer and convey his or her atypical experience with a product or service are required to clearly disclose the results that consumers can generally expect. In contrast to the 1980 version of the Guides, which allowed advertisers to describe atypical results in a testimonial as long as they included a disclaimer such as “results not typical,” the revised Guides no longer contain such a safe harbor. The revised Guides also include examples to illustrate the long-standing principle that “material connections” between advertisers and endorsers (such as payments or free products), connections that consumers might not expect, must be disclosed. We have continually adapted our marketing efforts to be compliant with the revised Guides. However, it is possible that our use, and that of our employees, of testimonials in the advertising and promotion of our products will be significantly impacted and therefore might negatively affect our sales.

Security breaches, loss of data, and other disruptions could compromise sensitive information related to our business or our clients, or prevent us from accessing critical information or systems and expose us to liability, and could adversely affect our business and our reputation.

In the ordinary course of our business, we create, receive, maintain, transmit, collect, store, use, disclose, share and process (collectively, “Process”) sensitive data, including individually identifiable health information (“IIHI”) and other types of personal data or personally identifiable information (collectively, “PII” and, together with IIHI, “IIHI/PII”) relating to our employees, clients, and others. We also contract with third-party service providers to whom we may disclose sensitive information, including IIHI/PII, confidential information, and other proprietary business information, so that such third-party service providers may provide services on our behalf.

We are highly dependent on information technology networks and systems, including the internet, to securely Process IIHI/PII and other sensitive data and information. Security breaches of this infrastructure, whether ours or of our third-party service providers, including physical or electronic break-ins, computer viruses, ransomware, attacks by hackers and similar breaches, and employee or contractor error, negligence or malfeasance, could create

system disruptions, shutdowns or unauthorized access, acquisition, use, disclosure or modifications of such data or information, and could cause IIHI/PII to be accessed, acquired, used, disclosed or modified without authorization, to be made publicly available, or to be further accessed, acquired, used or disclosed.

We use third-party service providers for important aspects of the Processing of employee and client IIHI/PII and other confidential and sensitive data and information, and therefore rely on third parties to manage functions that have material cybersecurity risks. Because of the sensitivity of the IIHI/PII and other sensitive data and information that we and our service providers Process, the security of our technology platform and other aspects of our services, including those provided or facilitated by our third-party service providers, are important to our operations and business strategy. We have implemented certain administrative, physical and technological safeguards to address these risks; however, such policies and procedures may not adequately address certain legal requirements, certain situations that could lead to increased privacy or security risks, and certain risks related to contractors and other third-party service providers who handle this IIHI/PII and other sensitive data and information for us. The training that we provide to our workforce and measures taken to protect our systems, the systems of our contractors or third-party service providers, or more generally the IIHI/PII or other sensitive data or information that we or our contractors or third-party service providers Process may not adequately protect us from the risks associated with Processing sensitive data and information. We may be required to expend significant capital and other resources to protect against security breaches, to safeguard the privacy, security, and confidentiality of IIHI/PII and other sensitive data and information, to investigate, contain, remediate, and mitigate actual or potential security breaches, and/or to report security breaches to clients, employees, regulators, media, credit bureaus, and other third parties in accordance with applicable law and to offer complimentary credit monitoring, identity theft protection, and similar services to clients and/or employees where required by law or otherwise appropriate. Despite our implementation of security measures, cyber-attacks are becoming more sophisticated, and frequent, and we or our third-party service providers may be unable to anticipate these techniques or to implement adequate protective measures against them or to prevent additional attacks. Our information technology networks and systems used in our business, as well as those of our service providers, may experience an increase in attempted cyber-attacks, seeking to take advantage of shifts to employees working remotely using their household or personal internet networks and to leverage fears promulgated by the COVID-19 pandemic. The success of any of these attempts could substantially impact our platform, and the privacy, security, or confidentiality of the IIHI/PII and other sensitive data and information contained therein or otherwise Processed in the ordinary course of our business operations and could ultimately harm our reputation and our business. In addition, any actual or perceived security incident or breach may cause us to incur increased expenses to improve our security controls and to remediate security vulnerabilities. We exercise limited control over our third-party service providers and, in the case of some third-party service providers, may not have evaluated the adequacy of their security measures, which increases our vulnerability to problems with services they provide.

A security breach, security incident, or privacy violation that leads to unauthorized use, disclosure, access, acquisition, loss or modification of, or that prevents access to or otherwise impacts the confidentiality, security, or integrity of, client or employee information, including IIHI/PII that we or our third-party service providers Process, could harm our reputation, compel us to comply with breach notification laws, cause us to incur significant costs for investigation, containment, remediation, mitigation, fines, penalties, settlements, notification to individuals, regulators, media, credit bureaus, and other third parties, complimentary credit monitoring, identity theft protection, training and similar services to clients and/or employees where required by law or otherwise appropriate, for measures intended to repair or replace systems or technology and to prevent future occurrences. We may also be subject to potential increases in insurance premiums, resulting in increased costs or loss of revenue.

If we or our third-party service providers are unable to prevent or mitigate security breaches, security incidents or privacy violations in the future, or if we or our third-party service providers are unable to implement satisfactory remedial measures with respect to known or future security incidents, or if it is perceived that we have been unable to do so, our operations could be disrupted, we may be unable to provide access to our systems, and we could suffer a loss of clients, loss of reputation, adverse impacts on client and investor confidence, financial loss, governmental investigations or other actions, regulatory or contractual penalties, and other claims and liability. In addition, security breaches and incidents and other compromise or inappropriate access to, or acquisition or processing of, IIHI/PII or other sensitive data or information can be difficult to detect, and any delay in identifying such breaches or incidents or in providing timely notification of such incidents may lead to increased harm and increased penalties.

Any such security breach or incident or interruption of our systems or those of any of our third-party service providers could compromise our networks or data security processes, and IIHI/PII or other sensitive data and information could be made inaccessible or could be compromised, used, accessed, or acquired by unauthorized parties, publicly disclosed, lost or stolen. Any such interruption in access, compromise, use, improper access, acquisition, disclosure or other loss of information could result in legal claims or proceedings and/or liability or penalties under laws and regulations that protect the privacy, confidentiality, or security of IIHI/PII, including, without limitation, the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), the Federal Trade Commission Act (“FTC Act”), state IIHI/PII privacy, security, or consumer protection laws, and state breach notification laws. Unauthorized access, loss or dissemination of IIHI/PII could also disrupt our operations, including our ability to perform our services, access, collect, process, and prepare company financial information, provide information about our current and future services and engage in other client and clinician education and outreach efforts.

We are subject to extensive fraud, waste, and abuse laws that may give rise to federal and state audits, investigations, lawsuits and claims against us, the outcome of which may have a material adverse effect on our business, financial condition, cash flows, or results of operations.

The U.S. healthcare industry is heavily regulated and closely scrutinized by federal, state and local governments. Comprehensive statutes and regulations govern the manner in which we provide and bill for services and collect reimbursement from governmental programs, commercial payors and patients, our contractual relationships and arrangements with healthcare providers and vendors, our marketing activities and other aspects of our operations. Of particular importance are:

•        the federal Anti-Kickback Statute (“AKS”), which prohibits the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration for referring an individual, in return for ordering, leasing, purchasing or recommending or arranging for or to induce the referral of an individual or the ordering, purchasing or leasing of items or services covered, in whole or in part, by any federal healthcare program, such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation;

•        the federal physician self-referral law, the Stark Law, which, subject to limited exceptions, prohibits physicians from referring Medicare or Medicaid patients to an entity for the provision of certain designated health services, or DHS if the physician or a member of such physician’s immediate family has a direct or indirect financial relationship (including an ownership interest or a compensation arrangement) with the entity, and prohibits the entity from billing Medicare or Medicaid for such DHS;

•        the Federal False Claims Act (“FCA”), which imposes civil and criminal liability on individuals or entities that knowingly submit false or fraudulent claims for payment to the government or knowingly make, or cause to be made, a false statement in order to have a false claim paid, including qui tam or whistleblower suits. There are many potential bases for liability under the FCA, including intentionally submitting false claims and failure to return a known overpayment. The government has used the FCA to prosecute providers for coding errors, billing for services not provided, and providing care that is not medically necessary or that is substandard in quality. In addition, the government may assert that a claim including items or services resulting from a violation of the AKS or Stark Law constitutes a false or fraudulent claim for purposes of the FCA;

•        the Civil Monetary Penalties Law, which prohibits, among other things, an individual or entity from offering remuneration to a federal healthcare program beneficiary that the individual or entity knows or should know is likely to influence the beneficiary to order or receive healthcare items or services from a particular provider. We may also be subject to civil monetary penalties and other sanctions under the statute if Nava Health or Nava Medical hires or contracts with any individuals or entities that are or become excluded from government healthcare programs, for the provision of items or services for which payment may be made under such programs;

•        reassignment of payment rules that prohibit certain types of billing and collection practices in connection with claims payable by the Medicare or Medicaid programs;

•        similar state law provisions pertaining to anti-kickback, self-referral and false claims issues, some of which may apply to items or services reimbursed by any payor, including patients and commercial insurers;

•        a provision of the Social Security Act that imposes criminal penalties on healthcare providers who fail to disclose, or refund known overpayments;

•        federal and state laws and regulations, as well as guidance (including provider manuals and/or coverage determinations) that requires providers to meet certain requirements as a condition to billing for services prohibit providers from billing and receiving payment from Medicare and Medicaid for services unless the services are medically necessary, adequately and accurately documented, and billed using codes that accurately reflect the type and level of services rendered; and

•        federal and state laws pertaining to limitations on payments related to the provision and/or referral of diagnostic laboratory services, including under the federal Eliminating Kickbacks in Recovery Act (“EKRA”).

Further, because of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, it is possible that some of the business activities undertaken by Nava Health or Nava Medical could be subject to challenge under one or more of these laws. If our or Nava Medical’s operations are found to be in violation of any of such laws or any other governmental regulations that apply, we may be subject to significant penalties, including, without limitation, administrative, civil and criminal penalties, damages, fines, disgorgement, the curtailment or restructuring of operations, integrity oversight and reporting obligations, exclusion from participation in federal and state healthcare programs and imprisonment. In addition, any action against Nava Health or Nava Medical for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses, divert our management’s attention from the operation of our business and result in adverse publicity, or otherwise experience a material adverse impact on our business, results of operations, financial condition, cash flows, reputation as a result.

To enforce compliance with applicable federal laws, the U.S. Department of Justice and the U.S. Department of Health and Human Services Office of Inspector General (“OIG”), have increased their scrutiny of healthcare providers, which has led to a number of investigations, prosecutions, convictions and settlements in the healthcare industry. Dealing with investigations can be time and resource consuming and can divert management’s attention from the business. Any such investigation or settlement could increase our costs or otherwise have an adverse effect on our business. In addition, because of the potential for large monetary exposure under the federal FCA, healthcare providers often resolve allegations without admissions of liability for significant and material amounts to avoid the uncertainty of treble damages that may be awarded in litigation proceedings. Such settlements often contain additional compliance and reporting requirements as part of a consent decree, settlement agreement, or corporate integrity agreement. Given the significant size of actual and potential settlements, it is expected that governmental authorities will continue to devote substantial resources to investigating healthcare providers’ compliance with the healthcare reimbursement rules and fraud and abuse laws.

State legislative and regulatory changes specific to the area of telehealth law may present the licensed practitioners on our platform with additional requirements and state compliance costs, which may create additional operational complexity and increase costs.

Our licensed practitioners’ ability to provide telehealth services to, and receive reimbursement for, the services provided to clients in a particular state are dependent upon the laws and regulations of the state where the client resides. Laws and regulations governing the provision of telehealth services are evolving at a rapid pace and are subject to changing political, regulatory, and other influences. Some states’ regulatory agencies or medical boards may have established rules or interpreted existing rules in a manner that limits or restricts providers’ ability to provide telehealth services or for physicians to supervise nurse practitioners and physician assistants remotely. Additionally, there may be limitations placed on the modality through which telehealth services may be provided or requirements related to the provision of telehealth services, such as having a prior in-person visit or receipt of certain informed consents. For example, some states specifically require synchronous (or “live”) communications and restrict or exclude the use of asynchronous telehealth modalities, which is also known as “store-and-forward” telehealth. Because this is a developing area of law and regulation, we continually monitor our compliance in every jurisdiction in which we operate. However, we cannot be assured that our licensed practitioners’ activities, if

challenged, will be found to be in compliance with the state requirements or that a new or existing law or regulation will not be adopted, enforced, or changed in a manner that is unfavorable to our business model. We cannot predict the regulatory landscape for those jurisdictions in which we operate and any significant changes in law, policies, or standards, or the interpretation or enforcement thereof, could occur with little or no notice. If there is a change in laws or regulations related to our business, or the interpretation or enforcement thereof, that adversely affects our structure or operations, including greater restrictions on the use of telehealth to deliver our services, it could have a material adverse effect on our business, financial condition, and results of operations.

If Nava Medical becomes ineligible to receive reimbursement under Medicare or Medicaid or other health insurance payors, there may be a material adverse effect on our business, financial condition, cash flows, or results of operations.

The operations of Nava Medical are subject to extensive federal, state and local regulation relating to, among other things, the adequacy of medical care, equipment, personnel, operating policies and procedures, dispensing of prescription drugs, fire prevention, rate-setting and compliance with building codes and environmental protection. Nava Medical is also subject to regulation relating to professional licensure, conduct of operations, including financial relationships among healthcare providers, Medicare and Medicaid fraud and abuse and physician self-referrals, and maintaining updates to Nava Medical’s enrollment in the Medicare and Medicaid programs, including addition of new clinic locations, providers and other enrollment information. Should Nava Medical be found to be noncompliant with these requirements, we could be assessed fines and penalties, could be required to refund reimbursement amounts or could lose our licensure or Medicare and/or Medicaid certification or accreditation so that we are unable to receive reimbursement from such programs and possibly from other health insurance payors, any of which could materially adversely affect our business, financial condition, cash flows or results of operations.

If Nava Medical fails to comply with applicable data interoperability and information blocking rules, our consolidated results of operations could be adversely affected.

The 21st Century Cures Act (the “Cures Act”), which was passed and signed into law in December 2016, includes provisions related to data interoperability, information blocking and patient access. In March 2020, the HHS Office of the National Coordinator for Health Information Technology (“ONC”), and the Centers for Medicare and Medicaid Services (“CMS”) finalized and issued complementary rules that are intended to clarify provisions of the Cures Act regarding interoperability and information blocking, and include, among other things, requirements surrounding information blocking, and changes to ONC’s health IT certification program. The companion rules will transform the way in which healthcare providers, health IT developers, health information exchanges/health information networks, (“HIEs/HINs”), and health plans share patient information, and create significant new requirements for healthcare industry participants. For example, the ONC rule, which went into effect on April 5, 2021, prohibits healthcare providers, health IT developers of certified health IT, and HIEs/HINs from engaging in practices that are likely to interfere with, prevent, materially discourage, or otherwise inhibit the access, exchange or use of electronic health information, (“EHI”), also known as “information blocking.” To further support access and exchange of EHI, the ONC rule identifies eight “reasonable and necessary activities” as exceptions to information blocking activities, as long as specific conditions are met. Any failure to comply with these rules could have a material adverse effect on our business, results of operations and financial condition.

Comprehensive tax reform legislation or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

New income, sales, use or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time, which could adversely affect our business operations and financial performance. Further, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us. For example, the Tax Cuts and Jobs Act of 2017 (the “Tax Cuts and Jobs Act”) enacted many significant changes to the U.S. tax laws. Future guidance from the Internal Revenue Service and other tax authorities with respect to the Tax Cuts and Jobs Act may affect us, and certain aspects of the Tax Cuts and Jobs Act could be repealed or modified in future legislation. For example, the Coronavirus Aid, Relief, and Economic Security Act enacted in 2020 (the “CARES Act”) modified certain provisions of the Tax Cuts and Jobs Act. In addition, it is uncertain if and to what extent various states will conform to the Tax Cuts and Jobs Act, the CARES Act, or any newly enacted federal tax legislation.

Changes in corporate tax rates, the realization of net deferred tax assets relating to our operations, the taxation of foreign earnings, and the deductibility of expenses under the Tax Cuts and Jobs Act, the CARES Act or future reform legislation could have a material impact on the value of our deferred tax assets, could result in significant one-time charges, and could increase our future U.S. tax expense.

In addition, we may be subject to audits of our income, sales and other taxes by U.S. federal, state, and local and foreign authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

The Internal Revenue Service or a state or local taxing authority could audit our tax returns and adjustments to our tax returns could occur as a result. Any such adjustment could result in additional tax, interest and penalties, as well as incremental accounting and legal expenses. If there is a change in accounting standards by the Financial Accounting Standards Board or the interpretation thereof affecting consolidation of entities, it could have a material adverse effect on our consolidation of total revenue.

Our financial statements are consolidated in accordance with applicable accounting standards and include the accounts of Nava Medical, which we manage under the MSA but is not owned by us. Such consolidation for accounting and/or tax purposes does not, is not intended to, and should not be deemed to, imply or provide us any control over the medical or clinical affairs of Nava Medical. In the event a change in accounting standards promulgated by FASB or in interpretation of its standards, or if there is an adverse determination by a regulatory agency or a court, or a change in state or federal law relating to the ability to maintain present agreements or arrangements with Nava Medical, we may not be permitted to continue to consolidate the total revenue of such practices.

If we are unable to protect our other proprietary rights, our business and competitive position may be harmed.

We rely on proprietary rights that we seek to protect, including trade secrets, and other proprietary information that is not patentable or that we elect not to patent. However, trade secrets can be difficult to protect. To maintain the confidentiality of our trade secrets and proprietary information, we rely heavily on confidentiality provisions that we have in contracts with our employees, consultants, contractors, collaborators and others upon the commencement of their relationship with us. We cannot guarantee that we have entered into such agreements with each party that may have or have had access to our trade secrets or proprietary technology and processes. We may not be able to prevent the unauthorized disclosure or use of our technical knowledge or other trade secrets by such third parties, despite the existence generally of these confidentiality restrictions. These contracts may not provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information. There can be no assurance that such third parties will not breach their agreements with us, that we will have adequate remedies for any breach, or that our trade secrets, know-how and other proprietary information will not otherwise become known. Despite the protections we do place on our intellectual property or other proprietary rights, monitoring unauthorized use and disclosure of our intellectual property is difficult, and we do not know whether the steps we have taken to protect our intellectual property or other proprietary rights will be adequate. Enforcing a claim that a party disclosed proprietary information in an unauthorized manner or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable.

In addition, we may in the future also be subject to claims by our former employees, physicians, consultants or contractors asserting an ownership right in our intellectual property rights as a result of the work they performed on our behalf. We cannot be certain that we have executed intellectual property assignments with all parties who may have contributed to the development of our intellectual property, that the assignment of intellectual property rights under our agreements that have been executed with such parties will be self-executing, or that our agreements with such parties will be upheld in the face of a potential challenge. Such agreements could also potentially be breached in a manner for which we may not have an adequate remedy. As a result, we may lose valuable intellectual property rights, such as exclusive ownership of, and/or right to use, intellectual property that is important to our business. Any such events could have a material adverse effect on our business, financial condition and results of operations.

To the extent our intellectual property or other proprietary information protection is inadequate, we are exposed to a greater risk of direct competition. A third party could, without authorization, copy or otherwise obtain and use our procedures, equipment, or technology. Our competitors could attempt to replicate some or all of the competitive advantages we derive from our development efforts or design around our intellectual property.

Our failure to secure, protect and enforce our intellectual property rights could substantially harm the value of our brand and business. The theft or unauthorized use or publication of our trade secrets and other confidential proprietary information could reduce the differentiation of our procedures and harm our business, the value of our investment in development could be reduced and third parties may make claims against us related to losses of their confidential or proprietary information.

Further, it is possible that others will independently develop the same or similar technology or otherwise obtain access to our unpatented technology, and in such cases, we could not assert any trade secret rights against such parties. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our trade secret rights and related confidentiality and nondisclosure provisions. If we fail to obtain or maintain trade secret protection, or if our competitors rightfully obtain our trade secrets or independently develop technology similar to ours or competing technologies, our competitive market position could be materially and adversely affected. In addition, some courts are less willing or unwilling to protect trade secrets, and agreement terms that address non-competition are difficult to enforce in many jurisdictions and might not be enforceable in certain cases.

We also seek to preserve the integrity and confidentiality of our data and other confidential information by maintaining physical security of our premises and physical and electronic security of our information technology systems. While we have confidence in these individuals, organizations and systems, agreements or security measures may be breached and detecting the disclosure or misappropriation of confidential information and enforcing a claim that a party illegally disclosed or misappropriated confidential information is difficult, expensive and time-consuming, and the outcome is unpredictable. Further, we may not be able to obtain adequate remedies for any breach. Any of the foregoing could materially and adversely affect our business, financial condition and results of operations.

If our trademarks and trade names are not adequately protected, that could adversely impact our ability to build name recognition in certain markets.

We rely on trademarks, service marks, trade names and brand names to distinguish our procedures and services from those of our competitors and have registered or applied to register these trademarks. Our registered or unregistered trademarks, service marks, trade names and brand names may be challenged, infringed, diluted, circumvented or declared generic or determined to be infringing on other marks.

Additionally, we cannot assure you that our trademark applications will be approved. During trademark registration proceedings, we may receive rejections. Although we are given an opportunity to respond to those rejections, we may be unable to overcome such rejections. In addition, in proceedings before the USPTO and comparable agencies in many foreign jurisdictions, third parties are given an opportunity to oppose pending trademark applications and to seek to cancel registered trademarks. Opposition or cancellation proceedings may be filed against our trademarks, and our trademarks may not survive such proceedings. In the event that our trademarks are successfully challenged, we could be forced to rebrand our procedures or services, which could result in loss of brand recognition and could require us to devote resources towards advertising and marketing new brands. At times, competitors may adopt trade names or trademarks similar to ours, which could harm our brand identity and lead to market confusion. Certain of our current or future trademarks may become so well known by the public that their use becomes generic and they lose trademark protection. Over the long term, if we are unable to establish name recognition through our trademarks and trade names, then we may not be able to compete effectively and our business, financial condition and results of operations may be adversely affected.

If laws governing the corporate practice of medicine or fee-splitting change, we may be required to restructure some of our relationships, which may result in a significant loss of revenue and diversion of other resources.

Our contractual relationships with Nava Medical, and their contractual relations with physicians and physician extenders may implicate certain state laws, regulations or doctrines that generally prohibit non-professional entities from providing licensed medical services and exercising control over licensed physicians or other healthcare professionals (the rules that prohibit these relationships generally are referred to as the “corporate practice of medicine,” or CPOM prohibition). The CPOM prohibition exists in some form — by statute, regulation, board of medicine or attorney general guidance, or case law — in most states; though there is broad variation between state application and enforcement of the doctrine. Other laws and regulations prohibit licensed practitioners from engaging in fee splitting (i.e., sharing a percentage of professional fees with an unlicensed person or entity). The specific requirements, interpretation and enforcement of these laws vary significantly from state to state,

and may be subject to change and to evolving interpretations. There can be no assurance that these laws will be interpreted in a manner consistent with our practices or that other laws or regulations will not be enacted in the future that could have a material and adverse effect on our business, financial condition and results of operations. We provide comprehensive, administrative and non-clinical Management Services to Nava Medical in exchange for a management fee. Regulatory authorities, state boards of medicine, state attorneys general and other parties may assert or determine that our relationships with Nava Medical and physicians violate state CPOM and/or fee-splitting prohibitions. If any of these events occur, we could be subject to significant fines and penalties, certain relationships with Nava Medical and physicians could be voided and declared unenforceable and/or we could be required to materially change the way we do business, which, could adversely affect our business, financial condition and results of operations. State CPOM and fee-splitting prohibitions also often impose penalties on healthcare professionals for aiding in the improper rendering of professional services, which could discourage physicians and other healthcare professionals from providing clinical services at our centers.

While we expect that our relationship with Nava Medical will continue, a termination of the MSA relationship would likely impair our ability to provide services to our members and would likely significantly harm our business in the near term while we establish a new MSA partnership.

We are subject to numerous environmental, health and safety laws and regulations, and must maintain licenses or permits, and non-compliance with these laws, regulations, licenses, or permits may expose us to significant costs or liabilities.

We are subject to numerous federal, state, and local environmental, health and safety laws and regulations relating to, among other matters, safe working conditions and environmental protection, including those governing the generation, storage, handling, use, transportation, and disposal of hazardous or potentially hazardous materials, including medical waste and other highly regulated substances. Some of these laws and regulations require us to obtain licenses or permits to conduct our operations. Environmental, health and safety laws and regulations are complex, occasionally change and have tended to become more stringent over time. If we violate or fail to comply with these laws, regulations, licenses, or permits, we could be fined or otherwise sanctioned by regulators. We cannot predict the impact on our business of new or amended laws or regulations or any changes in the way existing and future laws and regulations are interpreted or enforced, nor can we ensure we will be able to obtain or maintain any required licenses or permits.

Certain risks are inherent in providing prescription treatments, and our insurance may not be adequate to cover any claims against us.

Sellers of prescriptions are exposed to risks inherent in the packaging and distribution of prescriptions and other healthcare products, such as with respect to improper filling of prescriptions, labeling of prescriptions, adequacy of warnings, unintentional distribution of counterfeit drugs and expiration of drugs. Our medical professionals may also have a duty to warn clients regarding any potential negative effects of a prescription drug if the warning could reduce or negate these effects. Although we maintain professional liability and errors and omissions liability insurance, from time to time, claims may result in the payment of significant amounts, some portions of which are not funded by insurance. We cannot assure you that the coverage limits under our insurance policies will be adequate to protect us against future claims, or that we will be able to maintain this insurance on acceptable terms in the future. Our business, financial condition and results of operations may be adversely affected if our insurance coverage proves to be inadequate or unavailable or there is an increase in liability for which we self-insure or we suffer reputational harm as a result of an error or omission in the process of prescribing, dispensing and administering prescription treatments.

Reductions in Medicare reimbursement rates or changes in the rules governing the Medicare program could have a material adverse effect on our financial condition and results of operations.

Nava Medical receives reimbursements directly from Medicare. Many private health insurance payors base their reimbursement rates on the published Medicare rates or, in the case of Medicare Advantage, are themselves reimbursed by Medicare for the services Nava provides. As a result, our results of operations are, in part, dependent on government funding levels for Medicare programs, particularly Medicare Advantage programs. Any changes that limit or reduce Medicare Advantage or general Medicare reimbursement levels, such as reductions in or limitations of reimbursement amounts or rates under programs, reductions in funding of programs, expansion of benefits without adequate funding, elimination of coverage for certain benefits, or elimination of coverage for certain individuals or treatments under programs, could have a material adverse effect on our business, results of operations, financial condition and cash flows.

December 31, 2021, unless additional Congressional action is taken. In January 2013, the American Taxpayer Relief Act of 2012 was signed into law, which, among other things, further reduced Medicare payments to several types of providers, including hospitals, imaging centers and cancer treatment centers, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years. New laws may result in additional reductions in Medicare and other healthcare funding, which may materially adversely affect consumer demand and affordability for our products and services and, accordingly, the results of our financial operations. Additional changes that may affect our business include the expansion of new programs such as Medicare payment for performance initiatives for physicians under the Medicare Access and CHIP Reauthorization Act of 2015, or MACRA, which first affected physician payment in 2019. At this time, it is unclear how the introduction of the Medicare quality payment program will impact overall physician reimbursement.

Such changes in the regulatory environment may also result in changes to our payer mix that may affect our operations and revenue. In addition, certain provisions of the ACA authorize voluntary demonstration projects, which include the development of bundling payments for acute, inpatient hospital services, physician services and post-acute services for episodes of hospital care. Further, the ACA may adversely affect payers by increasing medical costs generally, which could have an effect on the industry and potentially impact our business and revenue as payers seek to offset these increases by reducing costs in other areas.

Uncertainty regarding future amendments to the ACA as well as new legislative proposals to reform healthcare and government insurance programs, along with the trend toward managed healthcare in the United States, could result in reduced demand and prices for our services. We expect that additional state and federal healthcare reform measures will be adopted in the future, any of which could limit the amounts that federal and state governments and other third-party payers will pay for healthcare products and services, which could adversely affect our business, financial condition and results of operations.

Changes in the payor mix of clients and potential decreases in reimbursement rates as a result of consolidation among plans could adversely affect our revenues and results of operation.

The amounts Nava receives for services provided to clients are determined by a number of factors, including the payor mix of clients and the reimbursement methodologies and rates utilized by our clients’ plans. The healthcare industry has also experienced a trend of consolidation, resulting in fewer but larger health insurance payors that have significant bargaining power, given their market share. Payments from health insurance payors are the result of negotiated rates. These rates may decline based on renegotiations and larger health insurance payors have significant bargaining power to negotiate higher discounted fee arrangements with healthcare providers.

Risks Related to NNAG and the Business Combination

Going public through a merger rather than an underwritten offering presents risks to unaffiliated investors. Subsequent to completion of the business combination, the Combined Company may be required to take write-downs or write-offs, restructure its operations, or take impairment or other charges, any of which that could have a significant negative effect on the Combined Company’s financial condition, results of operations and share price, which could cause you to lose some or all of your investment.

Going public through a merger rather than an underwritten offering, as Nava is seeking to do through the business combination, presents risks to unaffiliated investors. Such risks include the absence of a due diligence investigation conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement. Although NNAG has conducted due diligence on Nava’s business, NNAG cannot assure you that this due diligence has identified all material issues that may be present in Nava’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Nava’s business and outside of NNAG’s and Nava’s control will not later arise. As a result of these factors, the Combined Company may, following the Business Combination, be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in reporting losses. Even if NNAG’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with NNAG’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on the Combined Company’s liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about the Combined Company or its securities. Accordingly, any of NNAG’s stockholders who choose to remain stockholders of the Combined Company following the business combination could suffer a reduction in the value of their shares and these stockholders are unlikely to have a remedy for the reduction in value.

The Sponsor and the Insiders have agreed to vote in favor of the business combination, regardless of how NNAG’s public stockholders vote.

Unlike many other blank check companies in which the initial stockholders agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, the Sponsor and the Insiders have agreed to vote any shares of common stock owned by them in favor of the business combination proposal. As of the date of this proxy statement/prospectus, the Sponsor and the Insiders own shares equal to approximately 20% of NNAG’s issued and outstanding shares of common stock. Accordingly, it is more likely that the necessary stockholder approval will be received for the business combination than would be the case if the Sponsor and the Insiders agreed to vote any shares of common stock owned by them in accordance with the majority of the votes cast by the public stockholders.

The Sponsor, certain members of the NNAG Board and certain NNAG officers have interests in the business combination that are different from or are in addition to other stockholders in recommending that stockholders vote in favor of approval of the business combination proposal and approval of the other proposals described in this proxy statement/prospectus.

When considering the NNAG Board’s recommendation that our stockholders vote in favor of the approval of the business combination proposal and the other proposals described in this proxy statement/prospectus, our stockholders should be aware that the Sponsor and certain directors and officers of NNAG have interests in the business combination that may be different from, or in addition to, the interests of our stockholders generally. These interests include:

•        the fact that the Sponsor and the Insiders have agreed not to redeem any of the founder shares in connection with a stockholder vote to approve a proposed initial business combination;

•        the continued right of the Sponsor to hold NNAG’s Class A common stock and the shares of NNAG’s Class A common stock to be issued to the Sponsor upon exercise of its private placement warrants following the Transactions, subject to certain lock-up periods;

•        if the trust account is liquidated, including in the event we are unable to complete an initial business combination within the completion window, the Sponsor has agreed to indemnify us to ensure that the proceeds in the trust account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the trust account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party (other than our independent public accountants) for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the trust account;

•        the continued indemnification of our existing directors and officers and the continuation of our directors’ and officers’ liability insurance after the business combination;

•        the fact that the Sponsor, officers and directors will lose their entire investment in us and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated within the completion window;

•        the fact that the Sponsor and the Insiders have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete an initial business combination within the completion window; and

•        the fact that the Sponsor paid an aggregate of approximately $2,865,500 for its 2,865,500 private placement warrants to purchase shares of NNAG’s Class A common stock and that such private placement warrants will expire worthless if a business combination is not consummated within the completion window.

The personal and financial interests of our officers and directors may have influenced their motivation in identifying and selecting Nava, completing a business combination with Nava and may influence their operation of the Combined Company following the business combination. This risk may become more acute as the deadline of May 22, 2024 (or up to November 22, 2024 if NNAG has extended the deadline for completing the business combination in accordance with the Current Charter) for completing an initial business combination nears.

The NNAG Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the NNAG stockholders that they vote “FOR” the proposals presented at the special meeting.

Because the Sponsor, officers and directors will lose their entire investment in NNAG if the Merger or an alternative business combination is not completed, and because the Sponsor, officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if the Merger is not completed, a conflict of interest may have arisen in determining whether Nava was appropriate for NNAG’s initial business combination.

The Sponsor has invested an aggregate of approximately $[_] million, including investments in founder shares, Private Placement Warrants, promissory notes and advances, which it stands to forfeit and lose if NNAG is unable to complete a business combination prior to May 22, 2024 (or up to November 22, 2024 if NNAG extends the period of time to consummate a business combination). Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information.

The personal and financial interests of NNAG’s officers and directors may have influenced their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. At the closing of NNAG’s initial business combination, its Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on NNAG’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. In the event the Merger or an alternative business combination is completed, there is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on NNAG’s behalf. However, the Sponsor, officers and directors, or any of their respective affiliates will not be eligible for any such reimbursement if the Merger or an alternative business combination is not completed. Such financial interests of the Sponsor, officers and directors may have influenced their motivation in approving the business combination and may influence their motivation for completing the Transactions.

Some of the NNAG and Nava officers and directors may be argued to have conflicts of interest that may influence them to support or approve the business combination without regard to your interests.

Certain officers and directors of NNAG and Nava participate in arrangements that provide them with interests in the business combination that may be different from that of other investors, including, among others, the continued service as an officer or director of the Combined Company, severance benefits, equity grants, continued indemnification and the potential ability to sell an increased number of shares of common stock of the Combined Company, as well as potential direct or indirect interests arising from other business ventures they may be involved with. For more information concerning the interests of NNAG and Nava executive officers and directors, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” in this proxy statement/prospectus.

These interests, among others, may influence the officers and directors of NNAG and Nava to support or approve the Merger. As such, the Sponsor and our officers and directors may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate. In considering the recommendations of the NNAG Board to vote for the proposals, its stockholders should consider these interests.

The nominal purchase price paid by the Sponsor and directors and officers of NNAG for the founder shares may significantly dilute the implied value of the public shares in the event the parties complete an initial business combination. In addition, the value of the founder shares will be significantly greater than the amount the Sponsor and directors and officers of NNAG paid to purchase such shares in the event the parties complete an initial business combination, even if the Merger causes the trading price of the Combined Company’s Common Stock to materially decline.

The Sponsor invested an aggregate of $[_] in NNAG, comprised of the $25,000 purchase price for the 2,500,000 founder shares ($[_] per share) and $[_] purchase price for the Private Placement Warrants. Public stockholders who purchased units as part of the IPO for $10.00 may experience dilution if they elect not to redeem in connection with the business combination from the Founder Shares, which will automatically convert into shares of Class A common stock at the Closing on a one-for-one basis, resulting in the issuance of 2,500,000 additional

shares of Class A common stock. We offered our units at an offering price of $10.00 per unit in the IPO and the amount in our Trust Account was initially $10.10 per Public Share, implying an initial value of $10.10 per Public Share. Further, the amount held in NNAG’s Trust Account was $[_] on the Record Date, implying a value of $[_] per public share.

As the Sponsor paid only a nominal purchase price for the Founder Shares, the value of your Public Shares may be significantly diluted in the event we consummate the business combination. The implied value per share upon consummation of the business combination at the Record Date would be $[_] per share.

At approximately $[_] per share, the 2,500,000 shares of the Combined Company’s Common Stock that the Sponsor would own upon consummation of the Transactions would have an aggregate implied value of $[_]. As a result, even if the trading price of the Combined Company’s Common Stock significantly declines, the value of the founder shares held by the Sponsor will be significantly greater than the amount the Sponsor paid to purchase such shares. In addition, the Sponsor and directors and officers of NNAG could potentially recoup their entire investment, inclusive of their investment in the Private Placement Warrants, even if the trading price of the Combined Company’s Common Stock after the initial business combination is as low as $[_] per share. As a result, the Sponsor is likely to earn a substantial profit on its investment upon disposition of shares of the Combined Company’s Common Stock even if the trading price of the Combined Company’s Common Stock declines after the consummation of the Transactions. The Sponsor and directors and officers of NNAG may therefore be economically incentivized to complete an initial business combination with a riskier, weaker-performing or less-established target business, or on terms less favorable to the public stockholders, rather than liquidating NNAG.

Nasdaq may not continue to list our securities, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our common stock and public warrants are currently listed on the Nasdaq and we expect them to be listed on Nasdaq upon consummation of the business combination. Our continued eligibility for listing may depend on, among other things, the number of public shares that are redeemed. There can be no assurance that the Combined Company will be able to comply with the continued listing standards of Nasdaq following the business combination. If, after the business combination, Nasdaq delists the Combined Company’s common stock from trading on its exchange for failure to meet the listing standards, NNAG’s stockholders could face significant material adverse consequences including:

•        a limited availability of market quotations for NNAG’s securities;

•        reduced liquidity for NNAG’s securities;

•        a determination that NNAG’s common stock is a “penny stock” which will require brokers trading in such securities to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for NNAG’s securities;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The Sponsor is liable to ensure that proceeds of the trust are not reduced by vendor claims in the event a business combination is not consummated. It has also agreed to pay for any liquidation expenses if a business combination is not consummated. Such liability may have influenced the Sponsor’s decision to approve the Transactions.

If the Transactions or another business combination are not consummated by NNAG within the completion window, the Sponsor will be liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by NNAG for services rendered or contracted for or products sold to NNAG. If NNAG consummates a business combination, including the Transactions, on the other hand, NNAG will be liable for all such claims. Neither NNAG nor the Sponsor has any reason to believe that the Sponsor will not be able to fulfill its indemnity obligations to NNAG. Please see the section entitled “Other Information Related to NNAG — Liquidation if no Business Combination” for further information. If NNAG is required to be liquidated and there are no funds remaining to pay the costs associated with the implementation and completion of such liquidation, the Sponsor has also agreed to advance NNAG the funds necessary to pay such costs and complete such liquidation (currently anticipated to be no more than approximately $15,000) and not to seek repayment for such expense.

These obligations of the Sponsor may have influenced the Sponsor’s decision to approve the Transactions and to continue to pursue such business combination. Each of NNAG’s officers and directors has an indirect economic interest in shares of NNAG’s common stock and warrants to purchase shares of NNAG’s common stock through his or her ownership of membership interests in the Sponsor, but does not beneficially own any of NNAG’s common stock or warrants. In considering the recommendations of the NNAG Board to vote for the business combination proposal and the other proposals described in this proxy statement/prospectus, NNAG’s stockholders should consider these interests.

NNAG will not obtain an opinion from an unaffiliated third party as to the fairness of the Transactions to its stockholders.

NNAG is not required to obtain an opinion from an unaffiliated third party that the price it is paying is fair to its public stockholders from a financial point of view. NNAG has conducted its own due diligence and calculations and has engaged in comprehensive discussions with Nava. Based on these efforts, NNAG believes the valuation offered by Nava is favorable to NNAG and its stockholders. The NNAG Board believes that because of the background of its directors in finance and business as high-level executives who have participated in mergers and acquisitions and other complex transactions, the NNAG Board was qualified to conclude that NNAG’s fair market value was at least 80% of NNAG’s net assets. See “Other Information Related to NNAG — Management, Directors and Executive Officers” for biographical information regarding the officers and directors of NNAG. Because the NNAG Board did not obtain a fairness opinion to assist it in its determination, the NNAG Board may be incorrect in its assessment of the Transactions and NNAG public stockholders must rely solely on the judgment of the NNAG Board.

The exercise of NNAG’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Transactions may result in a conflict of interest when determining whether such changes to the terms of the Transactions or waivers of conditions are appropriate and in NNAG’s stockholders’ best interest.

In the period leading up to the closing of the Transactions, events may occur that, pursuant to the Merger Agreement, would require NNAG to agree to amend the Merger Agreement, to consent to certain actions taken by Nava or to waive rights that NNAG is entitled to under the Merger Agreement. Such events could arise because of changes in the course of Nava’s business, a request by Nava to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on Nava’s business and would entitle NNAG to terminate the Merger Agreement. In any of such circumstances, it would be at NNAG’s discretion, acting through the NNAG Board, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is best for NNAG and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, NNAG does not believe there will be any material changes or waivers that NNAG’s directors and officers would be likely to make after the mailing of this proxy statement/prospectus. NNAG will circulate a new or amended proxy statement/prospectus or supplement thereto if changes to the terms of the Transactions that would have a material impact on its stockholders are required prior to the vote on the business combination proposal.

If NNAG is unable to complete the Transactions or another initial business combination by May 22, 2024 (or up to November 22, 2024 if NNAG has extended the deadline for completing the business combination for up to three months on two occasions in accordance with the Current Charter), NNAG will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the NNAG Board, dissolving and liquidating. In such event, third parties may bring claims against NNAG and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders could be less than $10.00 per share.

Under the terms of NNAG’s Current Charter, NNAG must complete a business combination before the end of the completion window, or NNAG must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the NNAG Board, dissolving and liquidating. In such event, third parties may bring claims against NNAG. Although NNAG has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements.

Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of NNAG’s public stockholders. If NNAG is unable to complete a business combination within the completion window, the executive officers have agreed they will be personally liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by NNAG for services rendered or contracted for or products sold to NNAG. However, they may not be able to meet such obligation. Therefore, the per-share distribution from the trust account in such a situation may be less than $10.00 due to such claims.

Additionally, if NNAG is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if NNAG otherwise enters compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, NNAG may not be able to return to its public stockholders at least $10.00 per share.

NNAG’s stockholders may be held liable for claims by third parties against NNAG to the extent of distributions received by them.

If NNAG is unable to complete the Transactions or another business combination within the completion window, NNAG will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining stockholders and the NNAG Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. NNAG cannot assure you that it will properly assess all claims that may be potentially brought against NNAG. As such, NNAG’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, NNAG cannot assure you that third parties will not seek to recover from its stockholders amounts owed to them by NNAG.

If NNAG is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by NNAG’s stockholders. Furthermore, because NNAG intends to distribute the proceeds held in the trust account to its public stockholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to its public stockholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, the NNAG Board may be viewed as having breached their fiduciary duties to NNAG’s creditors and/or may have acted in bad faith, and thereby exposing itself and NNAG to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. NNAG cannot assure you that claims will not be brought against it for these reasons.

Activities taken by existing NNAG stockholders to increase the likelihood of approval of the business combination proposal and the other proposals described in this proxy statement/prospectus could have a depressive effect on NNAG’s stock.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding NNAG or its securities, the Sponsor, directors, officers, advisors or any of their respective affiliates and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of NNAG common stock or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Transactions where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on NNAG common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares they own, either prior to or immediately after the special meeting. As of the date of this proxy statement/prospectus, no such transactions have occurred nor are they planned to occur.

NNAG’s stockholders will experience dilution as a consequence of, among other transactions, the issuance of NNAG’s Class A common stock as consideration in the business combination. Having a minority share position may reduce the influence that NNAG’s current stockholders have on the management of NNAG.

NNAG’s public shareholders that do not elect to redeem their Class A common shares will experience significant dilution as a result of the business combination. NNAG’s public shareholders currently own 74.4% of NNAG’s common shares, which percent will decrease to a minority ownership interest in the Combined Company in each of the various scenarios below. Upon completion of the Transactions, we anticipate that: (1) the Nava Stockholders, which own, and will continue to own at all times prior to the Effective Time, all of the issued and outstanding shares of Nava, are expected to hold an ownership interest of [_]% of the issued and outstanding shares of the Combined Company’s Common Stock, (2) the Sponsor is expected to hold an ownership interest of [_]% of the issued and outstanding shares of the Combined Company’s Common Stock and (3) NNAG’s public stockholders will retain an ownership interest of [_]% of the issued and outstanding shares of the Combined Company’s Common Stock. These levels of ownership interest assume (i) that no public stockholders exercise their redemption rights in connection with the Transactions and (ii) no exercises of warrants to purchase the Combined Company’s Common Stock. If the actual facts are different from these assumptions, the percentage ownership retained by the current NNAG stockholders in the Combined Company will be different. Upon the Effective Time, we anticipate that Nava will be a wholly-owned subsidiary of the Combined Company. We anticipate that the Closing Date will occur on the date on which the Effective Time occurs.

The following table illustrates varying ownership levels in the Combined Company immediately following the consummation of the Transactions based on the assumptions above, showing no exercise of the public warrants and private placement warrants:

In addition, the following table illustrates varying ownership levels in the Combined Company immediately following the consummation of the Transactions based on the varying levels of redemptions by the public stockholders, on a fully diluted basis, showing full exercise of the public warrants and private placement warrants:

____________

(a)      Assumes no redemptions by NNAG stockholders.

(b)      Assumes 100% redemptions by NNAG stockholders.

(c)      The shares held by the non-redeeming stockholders of NNAG include (i) the shares of common stock underlying the public units (subject to the assumptions set forth in the table) and (ii) 1,500,000 shares of common stock underlying the rights included in the public units, and (iii) 7,500,000 shares of common stock, assuming full exercise of the public warrants.

(d)      Consists of 1,500,000 founder shares that remain after giving effect to the Sponsor Forfeiture Agreement, which requires the Sponsor to forfeit 1,000,000 previously-issued shares upon the Closing, and 2,865,500 shares of common stock, assuming full exercise of the private placement warrants. Excludes shares related to the promissory note issued by the Sponsor since assumed to be repaid, not converted to warrants, at Closing.

(e)      Consists of 75,000 representative shares.

(f)      Consists of shares issued as Merger Consideration in the business combination.

Having a minority ownership interest in the Combined Company may reduce the influence that NNAG’s public stockholders have on the management of NNAG. See the subsection entitled “Proposal No. 1 — The Business Combination Proposal — Impact of the Business Combination on the Combined Company’s Public Float” and section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

A significant portion of the Combined Company’s Common Stock following the business combination will be restricted from immediate resale, but may be sold into the market in the future pursuant to registration rights granted to the holders thereof. The exercise of such rights could cause the market price of the Combined Company’s Common Stock to drop significantly, even if our business is doing well.

The market price of shares of the Combined Company’s Common Stock could decline as a result of substantial sales of common stock, particularly by our significant stockholders, a large number of shares of common stock becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares.

Concurrently with the execution of the Merger Agreement, NNAG and Ascend One and the directors and officers of Nava entered into a lock-up agreement to be effective upon the Closing, pursuant to which Ascend One and the directors and officers of Nava agreed not to, during the Lock-up Period (as defined below), offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the shares issued in connection with the Transactions (the “Lock-up Shares”), enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such shares, whether any of these transactions are to be settled by delivery of any such shares, in cash, or otherwise. As used herein, “Lock-Up Period” means the period commencing on the Closing and ending six months after the Closing. The Sponsor is subject to the same Lock-Up Period pursuant to the Parent Support Agreement. However, following the expiration of such lock-up periods, Ascend One and the directors and officers of Nava and the Sponsor, and their permitted transferees, will not be restricted from selling the Combined Company securities held by them, other than by applicable securities laws.

In addition, contingent upon the Closing, NNAG and the Sponsor will terminate NNAG’s existing registration rights agreement and Ascend One, the Sponsor, and EF Hutton will enter into a new registration rights agreement (the “Registration Rights Agreement”) with the Combined Company in the form attached hereto as Annex H. An aggregate of [_] shares of Common Stock will be entitled to registration pursuant to the Registration Rights Agreement, which consist of 24,096,000 shares that will be issued to Ascend One as Merger Consideration, 2,500,000 founder shares held by the Sponsor, 75,000 representative shares held by EF Hutton, and 2,865,500 shares of common stock issuable upon exercise of the private placement warrants held by the Sponsor. At any time and from time to time after the Closing, either (i) the Nava Stockholders or (ii) the Sponsor may make a written demand for registration under the Securities Act of all or part of their Registrable Securities. The Nava Stockholders and the Sponsor are entitled to exercise two demand registrations under the Registration Rights Agreement. If at any time following the Closing, the Combined Company proposes to file a registration statement under the Securities Act, the holders of the Registrable Securities shall be offered an opportunity to register the sale of such number of Registrable Securities as such holders may request in writing. The demand registration rights and “piggy-back” registration rights under the Registration Rights Agreement are subject to certain requirements and customary conditions.

As such, following the Closing, sales of a substantial number of shares of the Combined Company’s Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of the Combined Company’s Common Stock.

Ascend One and the Sponsor will have substantial control over the Combined Company after the business combination, which may limit other stockholders’ ability to influence corporate matters and delay or prevent a third party from acquiring control over the Combined Company.

Upon completion of the Transactions, we anticipate that (1) Ascend One will own approximately 24,096,000 shares, or [__]%, of the Combined Company’s Common Stock upon the closing of the Transactions, and (2) the Sponsor will own approximately 1,500,000 shares, or approximately [__%], of the Combined Company’s Common Stock. These levels of ownership interest assume (a) that no public stockholders exercise their redemption rights in connection with the Transactions, and (b) no exercises of warrants to purchase the Combined Company’s

Common Stock. Bernaldo Dancel is the sole director and chief executive officer of Ascend One and beneficially owns approximately 84.4% of Ascend One’s voting equity, which means that Mr. Dancel will have effective control over the manner in which Ascend One votes its shares of the Combined Company’s Common Stock.

This significant concentration of ownership may have a negative impact on the trading price for the Combined Company’s Common Stock because investors often perceive disadvantages in owning stock in companies with controlling stockholders. In addition, these stockholders will be able to exercise influence over all matters requiring stockholder approval, including the election of directors and approval of corporate transactions, such as a merger or other sale of the Combined Company or its assets. This concentration of ownership could limit stockholders’ ability to influence corporate matters and may have the effect of delaying or preventing a change in control, including a merger, consolidation or other business combination, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, even if that change in control would benefit the other stockholders.

Upon completion of the Transactions, the Combined Company will become a “controlled company” within the meaning of Nasdaq listing standards and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements. As a result, you may not have the same protections afforded to stockholders of companies that are subject to such requirements.

Because Ascend One, the majority stockholder of Nava, will hold approximately [_]% of the voting power of the Combined Company upon the closing of the Transactions, the Combined Company will qualify as a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that (i) a majority of our board of directors consist of independent directors, (ii) we have a compensation committee that is composed entirely of independent directors and (iii) director nominees be selected or recommended to the board by independent directors. We do not currently expect to rely upon the “controlled company” exemptions.

However, the Combined Company may in the future decide to rely on the controlled company exemptions should it decide that it is in its interest to do so. The Combined Company may rely on the corporate governance exemptions only so long as we qualify as a controlled company. To the extent we rely on any of these exemption, our public stockholders will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq and we cannot predict the impact this may have on the price of our public shares.

The Sponsor beneficially owns a significant equity interest in NNAG, and will continue to own a significant interest in the Combined Company, and may take actions that conflict with your interests.

The interests of Sponsor may not align with the interests of NNAG and its other stockholders. The Sponsor and its affiliates are in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with NNAG. The Sponsor and its affiliates may also pursue acquisition opportunities that may be complementary to NNAG’s business and, as a result, those acquisition opportunities may not be available to us.

We may issue additional shares of the Combined Company’s Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares.

We may issue additional shares of the Combined Company’s Common Stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or under our Incentive Plan, without stockholder approval, in a number of circumstances.

Our issuance of additional shares of the Combined Company’s Common Stock or other equity securities of equal or senior rank could have the following effects:

•        your proportionate ownership interest in the Combined Company will decrease;

•        the relative voting strength of each previously outstanding share of common stock may be diminished; or

•        the market price of our shares of the Combined Company stock may decline.

We have no operating history and our results of operations and those of the Combined Company may differ significantly from the unaudited pro forma condensed combined financial information included in this proxy statement/prospectus.

NNAG is a blank check company with no operating history or results. This proxy statement/prospectus includes unaudited pro forma condensed combined financial statements for the Combined Company. The unaudited pro forma condensed combined statement of loss of the Combined Company combines the historical audited results of operations of NNAG.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. Therefore, the unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations and financial position that would have been achieved had the business combination been consummated on the dates indicated above, or the future consolidated results of operations or financial position of the Combined Company. Accordingly, the Combined Company’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements included in this document. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

NNAG and Nava have incurred and expect to incur significant costs associated with the business combination. Whether or not the business combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by NNAG if the business combination is not completed.

NNAG and Nava expect to incur significant costs associated with the business combination. Even if the business combination is not completed, NNAG expects to incur approximately $[_] in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by NNAG if the business combination is not completed.

Even if NNAG consummates the business combination, there is no guarantee that the public warrants will ever be in the money, and they may expire worthless and the terms of NNAG’s warrants may be amended.

The exercise price for NNAG public warrants is $11.50 per share of NNAG’s Class A common stock. There is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

If NNAG is unable to complete an initial business combination, NNAG’s warrants may expire worthless.

If NNAG is unable to complete an initial business combination, NNAG’s warrants may expire worthless.

If NNAG is unable to complete an initial business combination, NNAG’s rights may expire worthless.

If NNAG is unable to complete an initial business combination, NNAG’s rights may expire worthless.

NNAG and Nava will be subject to business uncertainties and contractual restrictions while the business combination is pending.

Uncertainty about the effect of the business combination on employees and third parties may have an adverse effect on NNAG and Nava. These uncertainties may impair our or Nava’s ability to retain and motivate key personnel and could cause third parties that deal with any of us or them to defer entering into contracts or making other decisions or seek to change existing business relationships. If key employees depart because of uncertainty about their future roles and the potential complexities of the business combination, our or Nava’s business could be harmed.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

We will be subject to income taxes in the United States, and our tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

•        changes in the valuation of our deferred tax assets and liabilities;

•        expected timing and amount of the release of any tax valuation allowances;

•        tax effects of stock-based compensation;

•        costs related to intercompany restructurings;

•        changes in tax laws, regulations or interpretations thereof; or

•        lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

In addition, we may be subject to audits of our income, sales and other transaction taxes by taxing authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

If NNAG’s due diligence investigation of the Nava business was inadequate, then stockholders of NNAG following the business combination could lose some or all of their investment.

Even though NNAG conducted a due diligence investigation of the Nava business, NNAG cannot be sure that this diligence uncovered all material issues that may be present inside the Nava business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the Nava business and outside of its control will not later arise.

Following the consummation of the business combination, the Combined Company’s only significant asset will be its ownership interest in the Nava business, and such ownership may not be sufficiently profitable or valuable to enable the Combined Company to satisfy the Combined Company’s other financial obligations. The Combined Company does not anticipate paying any cash dividends for the foreseeable future.

Following the consummation of the business combination, the Combined Company will have no direct operations and no significant assets other than its ownership interest in the Nava business. The Combined Company will depend on the Nava business for distributions, loans and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company. The earnings from, or other available assets of, the Nava business may not be sufficient to pay dividends or make distributions or loans to enable the Combined Company to pay any dividends on the common stock or satisfy its other financial obligations.

In addition, Nava has never declared or paid cash dividends on its capital stock, and it does not anticipate paying any cash dividends in the foreseeable future. Nava currently intends to retain its future earnings, if any, for the foreseeable future, to fund the development and growth of its business. Any future determination to pay dividends will be at the discretion of the Combined Company’s board of directors and will be dependent upon its financial condition, results of operations, capital requirements, applicable contractual restrictions and such other factors as the board of directors may deem relevant. As a result, capital appreciation in the price of the Combined Company’s common stock, if any, will be your only source of gain on an investment in the Combined Company’s common stock.

Please see the sections titled “NNAG’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” and “Nava’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for more information.

The Proposed Second A&R Charter that will be effective following the completion of the business combination designates a court within the State of Delaware, to the fullest extent permitted by law, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by the Combined Company stockholders, which could limit the ability of the Combined Company’s stockholders to obtain a favorable judicial forum for disputes with the Combined Company or with directors, officers or employees of the Combined Company and may discourage stockholders from bringing such claims.

Under the Proposed Second A&R Charter that will be effective following the completion of the business combination, unless the Combined Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware, or if the Court of Chancery lacks subject matter jurisdiction, then any state court within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, then the federal district court for the District of Delaware) will be the sole and exclusive forum for:

•        any derivative action or proceeding brought on behalf of the Combined Company;

•        any action (including any class action) asserting a claim of breach of a fiduciary duty owed by any director, officer or employee of the Combined Company to the Combined Company or the Combined Company’s stockholders;

•        any action (including any class action) asserting a claim against the Combined Company or any director or officer or other employee of the Combined Company arising pursuant to any provision of the DGCL or the Combined Company’s certificate of incorporation or bylaws (as either may be amended, restated, modified, supplemented or waived from time to time);

•        any action or proceeding (including any class action) to interpret, apply, enforce or determine the validity of the Combined Company’s certificate of incorporation or bylaws (including any right, obligation or remedy thereunder);

•        any action or proceeding as to which the DGCL confers jurisdiction to the Court of Chancery of the State of Delaware; or

•        any action (including any class action) asserting a claim against the Combined Company or any director or officer or other employee of the Combined Company governed by the internal affairs doctrine.

The foregoing provisions of the Proposed Second A&R Charter would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the U.S. federal courts have exclusive jurisdiction, or any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. In addition, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, the Proposed Second A&R Charter will provide that, unless the Combined Company consents in writing to the selection of an alternative forum, the federal district court for the District of Delaware will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act or the rules and regulations thereunder. Although investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder, any person or entity purchasing or otherwise acquiring any interest in shares of the Combined Company’s capital stock will be deemed to have notice of, and consented to, the provisions of the Proposed Second A&R Charter described in the preceding sentences.

The forum selection provisions of the Proposed Second A&R Charter could limit the ability of the Combined Company stockholders to obtain a favorable judicial forum for certain disputes with the Combined Company or with its directors, officers or other employees, which may discourage such lawsuits against the Combined Company and its directors, officers and employees. Alternatively, if a court were to find these provisions of the Proposed Second A&R Charter inapplicable to, or unenforceable in respect of, one or more of the types of actions or proceedings listed above, the Combined Company may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, financial condition and results of operations. While the

Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions, and there can be no assurance that such provisions will be enforced by a court in those other jurisdictions.

Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

Some provisions of Delaware law and the Combined Company’s Proposed Second A&R Charter, assuming the approval of the charter proposal, and bylaws may deter third parties from acquiring the Combined Company and diminish the value of the Combined Company’s common stock.

Assuming that the charter proposal is approved and adopted at the special meeting, the Combined Company’s Proposed Second A&R Charter and bylaws will provide for, among other things:

•        the ability of the Combined Company’s board of directors to issue one or more series of preferred stock with voting or other rights or preferences that could have the effect of impeding the success of an attempt to acquire the Combined Company or otherwise effect a change in control;

•        advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at stockholder meetings; and

•        certain limitations on convening special stockholder meetings.

In addition, in the Proposed Second A&R Charter, the Combined Company has not opted out of Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, unless:

•        prior to such time, the board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

•        upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of voting stock outstanding at the time the transaction commenced, excluding certain shares; or

•        at or subsequent to that time, the business combination is approved by Nava’s board of directors and by the affirmative vote of holders of at least two-thirds of the votes of Nava’s outstanding voting stock that is not owned by the interested stockholder.

Generally, a “business combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of the votes of Nava’s outstanding voting stock. For purposes of this provision, “voting stock” means any class or series of stock entitled to vote generally in the election of directors.

Under certain circumstances, this provision will make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with the Combined Company for a three-year period. This provision may encourage companies interested in acquiring the Combined Company to negotiate in advance with its board of directors because the stockholder approval requirement would be avoided if the Combined Company’s board of directors approves either the business combination or the transaction that results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in the Combined Company’s board of directors and may make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

These provisions in the Proposed Second A&R Charter and bylaws, as well as Delaware law, may discourage, delay or prevent a transaction involving a change in control of the Combined Company that is in the best interest of its minority stockholders. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of the Combined Company’s common stock if they are viewed as discouraging future takeover attempts. These provisions could also make it more difficult for stockholders to nominate directors for election to the Combined Company board of directors and take other corporate actions.

Subsequent to the completion of the business combination, the Combined Company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on the Combined Company’s financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although NNAG has conducted due diligence on the Nava business, NNAG cannot assure you that this diligence will surface all material issues that may be present in such business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the Nava business and outside of NNAG’s and Nava’s control will not later arise. As a result of these factors, the Combined Company may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in losses. Even if NNAG’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with NNAG’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on NNAG’s liquidity, charges of this nature could contribute to negative market perceptions about the Combined Company or its securities. Accordingly, any of NNAG’s stockholders who choose to remain stockholders of the Combined Company following the business combination could suffer a reduction in the value of their shares.

A market for the Combined Company’s securities may not continue, which would adversely affect the liquidity and price of the Combined Company’s securities.

Following the business combination, the price of the Combined Company’s securities may fluctuate significantly due to the market’s reaction to the business combination and general market and economic conditions. An active trading market for the Combined Company’s securities following the business combination may never develop or, if developed, it may not be sustained. In addition, the price of the Combined Company’s securities after the business combination can vary due to general economic conditions and forecasts, the Combined Company’s general business condition and the release of the Combined Company’s financial reports. Additionally, if the Combined Company’s securities become delisted from Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated

quotation system for equity securities that is not a national securities exchange, the liquidity and price of the Combined Company’s securities may be more limited than if the Combined Company was quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

If the business combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of NNAG’s securities may decline.

If the benefits of the business combination do not meet the expectations of investors, stockholders or securities analysts, the market price of the Combined Company’s securities following the consummation of the business combination may decline. The market values of the Combined Company’s securities at the time of the business combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which NNAG’s stockholders vote on the business combination.

In addition, following the business combination, fluctuations in the price of the Combined Company’s securities could contribute to the loss of all or part of your investment. Immediately prior to the business combination, there has not been a public market for stock relating to the Nava business and trading in shares of NNAG’s Class A common stock has not been active. Accordingly, the valuation ascribed to the Nava business and NNAG’s Class A common stock in the business combination may not be indicative of the price that will prevail in the trading market following the business combination.

The trading price of the Combined Company’s Common Stock following the business combination may fluctuate substantially and may be lower than its current price. This may be especially true for companies like ours with a small public float. If an active market for the Combined Company’s securities develops and continues, the trading price of the Combined Company’s securities following the business combination could be volatile and subject to wide fluctuations. The trading price of the Combined Company’s Common Stock following the business combination will depend on many factors, including those described in this “Risk Factors” section, many of which are beyond NNAG’s control and may not be related to NNAG’s operating performance. These fluctuations could cause you to lose all or part of your investment in NNAG’s Class A common stock since you might be unable to sell your shares at or above the price attributed to them in the business combination. Any of the factors listed below could have a material adverse effect on your investment in NNAG’s securities and NNAG’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of NNAG’s securities may not recover and may experience a further decline.

Factors affecting the trading price of the Combined Company’s securities following the business combination may include:

•        market conditions in the broader stock market in general, or in Nava’s industry in particular;

•        actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to ours;

•        changes in the market’s expectations about our operating results;

•        the public’s reaction to our press releases, other public announcements and filings with the SEC;

•        speculation in the press or investment community;

•        actual or anticipated developments in the Combined Company’s business, competitors’ businesses or the competitive landscape generally;

•        the operating results failing to meet the expectation of securities analysts or investors in a particular period;

•        the timing of the achievement of objectives under Nava’s business plan and the timing and amount of costs we incur in connection therewith;

•        changes in financial estimates and recommendations by securities analysts concerning us or the market in general;

•        operating and stock price performance of other companies that investors deem comparable to ours;

•        changes in laws and regulations affecting the Combined Company’s business;

•        commencement of, or involvement in, litigation or investigations involving the Combined Company;

•        changes in the Combined Company’s capital structure, such as future issuances of securities or the incurrence of additional debt;

•        the volume of the Combined Company’s Common Stock available for public sale;

•        any major change in the Combined Company’s board of directors or management;

•        sales of substantial amounts of the Combined Company’s Common Stock by our directors, officers or significant stockholders or the perception that such sales could occur;

•        general economic and political conditions such as recessions, interest rates, “trade wars,” pandemics (such as COVID-19) and acts of war or terrorism; and

•        other risk factors listed in this “Risk Factors” section.

Broad market and industry factors may materially harm the market price of NNAG’s securities irrespective of NNAG’s operating performance. The stock market in general and Nasdaq have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of NNAG’s securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to NNAG’s could depress NNAG’s stock price regardless of NNAG’s business, prospects, financial conditions or results of operations. Broad market and industry factors, including, most recently, the impact of the novel coronavirus, COVID-19, and any other global pandemics, as well as general economic, political and market conditions such as recessions or interest rate changes, may seriously affect the market price of NNAG’s Class A common stock, regardless of NNAG’s actual operating performance. These fluctuations may be even more pronounced in the trading market for our stock shortly following the business combination. A decline in the market price of NNAG’s securities also could adversely affect NNAG’s ability to issue additional securities and NNAG’s ability to obtain additional financing in the future.

Furthermore, the stock markets in general have experienced extreme volatility, including as a result of the COVID-19 pandemic, that has sometimes been unrelated to the operating performance of the issuer. The trading price of our common stock may be adversely affected by third parties trying to drive down or drive up the market price. Short sellers and others, some of whom post anonymously on social media, may be positioned to profit if our stock declines or otherwise exhibits volatility, and their activities can negatively affect our stock price and increase the volatility of our stock price. These broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating performance.

In addition, in the past, following periods of volatility in the overall market and the market prices of particular companies’ securities, securities class action litigations have often been instituted against these companies. Litigation of this type, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources. Any adverse determination in any such litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments.

Even if NNAG consummates the business combination, there can be no assurance that the Public Warrants will be in the money during their exercise period, and they may expire worthless.

Assuming the maximum redemption of [_] million public shares, there will be 7,500,000 Public Warrants outstanding following the Closing, all of which will be held the redeeming stockholders. Such Public Warrants had an aggregate market value of $[_] million, based on the closing price of the Public Warrants of $[_] on [_], 2024. The exercise price for Public Warrants is $11.50 per share in each case. There can be no assurance that the Public Warrants will be in the money prior to their expiration and, as such, the warrants may expire worthless. The terms of Public Warrants may be amended in a manner that may be adverse to the holders. The warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us, dated August 17, 2023, provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of a majority of the then-outstanding Public Warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of at least a majority of the then-outstanding Public Warrants approve of such amendment. Our ability to amend the terms of the Public Warrants with the consent of a

majority of the then-outstanding Public Warrants is unlimited. Examples of such amendments could be amendments to, among other things, increase the exercise price of the Public Warrants, shorten the exercise period or decrease the number of shares of NNAG Common Stock purchasable upon exercise of a Public Warrant.

NNAG may redeem unexpired warrants, in accordance with their terms, prior to their exercise at a time that is disadvantageous to holders of warrants.

Assuming the maximum redemption of [_] million public shares, there will be 7,500,000 Public Warrants outstanding following the Closing, all of which will be held the redeeming stockholders. Such Public Warrants had an aggregate market value of $[_] million, based on the closing price of the Public Warrants on Nasdaq of $[_] on [_], 2024. We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Warrant, provided that the last sale price of NNAG Common Stock equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a thirty (30) trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met. We will not redeem the warrants unless an effective registration statement under the Securities Act covering the NNAG Common Stock issuable upon exercise of the warrants is effective and a current prospectus relating to those NNAG Common Stock is available throughout the thirty (30-) day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force holders thereof to (i) exercise warrants and pay the exercise price therefor at a time when it may be disadvantageous for such holder to do so, (ii) sell warrants at the then-current market price when such holder might otherwise wish to hold warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of such warrants. See “Questions and Answers About the Proposals — How do the Public Warrants differ from the Private Placement Warrants and what are the related risks for any public warrant holders post business combination?” for more information.

If, following the business combination, securities or industry analysts do not publish or cease publishing research or reports about the Combined Company, its business, or its market, or if they change their recommendations regarding the Combined Company’s Common Stock adversely, then the price and trading volume of the Combined Company’s Common Stock could decline.

The trading market for the Combined Company’s Common Stock will be influenced by the research and reports that industry or securities analysts may publish about us, the Combined Company’s business and operations, the Combined Company’s market, or the Combined Company’s competitors. Securities and industry analysts do not currently, and may never, publish research on NNAG. If no securities or industry analysts commence coverage of the Combined Company, the Combined Company’s stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover NNAG change their recommendation regarding the Combined Company’s stock adversely, or provide more favorable relative recommendations about NNAG’s or the Combined Company’s competitors, the price of the Combined Company’s Common Stock would likely decline. If any analyst who may cover NNAG were to cease coverage of the Combined Company or fail to regularly publish reports on it, we could lose visibility in the financial markets, which could cause the Combined Company’s stock price or trading volume to decline.

There is no guarantee that an active and liquid public market for shares of the Combined Company’s Common Stock will develop.

NNAG is currently a blank check company and there has not been a public market for Nava common stock since it is a private company. A liquid trading market for the Combined Company’s Common Stock may never develop.

In the absence of a liquid public trading market:

•        you may not be able to liquidate your investment in shares of NNAG’s Class A common stock;

•        you may not be able to resell your shares of NNAG’s Class A common stock at or above the price attributed to them in the business combination;

•        the market price of shares of NNAG’s Class A common stock may experience significant price volatility; and

•        there may be less efficiency in carrying out your purchase and sale orders.

Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect the Combined Company’s business, investments and results of operations.

The Combined Company will be subject to laws, regulations and rules enacted by national, regional and local governments and Nasdaq. In particular, the Combined Company will be required to comply with certain SEC, Nasdaq and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on the Combined Company’s business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on the Combined Company’s business and results of operations.

The JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.

We currently qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, we take and will continue to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including: (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act; (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements; and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statement/prospectus. As a result, our stockholders may not have access to certain information they deem important. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year: (a) following August 22, 2028, the fifth anniversary of our IPO; (b) in which we have total annual gross revenue of at least $1.07 billion; or (c) in which we are deemed to be a large accelerated filer, which means the market value of NNAG’s Class A common stock that is held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. We have elected to avail ourselves of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

We cannot predict if investors will find NNAG’s Class A common stock less attractive because we rely on these exemptions. If some investors find NNAG’s Class A common stock less attractive as a result, there may be a less active trading market for NNAG’s Class A common stock and our stock price may be more volatile.

Upon consummation of the Transactions, the Combined Company will continue to be an emerging growth company and intends to continue to take advantage of the exemptions described above for as long as it continues to be an emerging growth company. See “— Risks Related to Nava’s Business and Operations Following the Business Combination — Risks Related to Public Company Requirements — The requirements of being a public company may strain Nava’s resources and distract its management, which could make it difficult to manage its business, particularly after Nava is no longer an “emerging growth company.””

We may not be able to complete the proposed Merger with Nava if the proposed Merger is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

The Sponsor is neither controlled by or nor has substantial ties with a non-U.S. person. Hiren Patel, the manager of the Sponsor, is a U.S. citizen. In addition, there is no other person or entity associated with or otherwise involved in the Transactions that is controlled by, or has substantial ties with, a non-U.S. person. We do not expect NNAG to be considered a “foreign person” under the regulations administered by CFIUS. However, if the proposed Merger with Nava is subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business, FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If the proposed Merger with Nava falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the proposed Merger without notifying CFIUS and risk CFIUS intervention, before or after closing the proposed Merger. CFIUS may decide to block or delay the proposed Merger, impose conditions to mitigate national security concerns with respect to such proposed Merger or order us to divest all or a portion of a U.S. business of the Combined Company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing the proposed Merger.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete the proposed Merger. If we cannot complete our proposed Merger by May 22, 2024 (or up to November 22, 2024 if the business combination deadline is extended in accordance with the Company’s certificate of incorporation) because the review process drags on beyond such timeframe or because our proposed Merger is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public stockholders may only receive an amount per share that will be determined by when we liquidate, and our warrants will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the Combined Company.

We may be subject to the Excise Tax included in the Inflation Reduction Act of 2022 in connection with redemptions of our public shares after December 31, 2022.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax on any publicly traded domestic corporation that repurchases its stock after December 31, 2022 (the “Excise Tax”). The Excise Tax is imposed on the fair market value of the repurchased stock, with certain exceptions. Because we are a Delaware corporation and because our securities trade on Nasdaq, we are a “covered corporation” within the meaning of the Inflation Reduction Act. While not free from doubt, absent any further guidance from the U.S. Department of the Treasury (the “Treasury”), who has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax, the Excise Tax may apply to any redemptions of our public shares after December 31, 2022, including redemptions in connection with the business combination, unless an exemption is available. Generally, issuances of securities in connection with an initial business combination transaction (including any PIPE transaction at the time of an initial business combination), as well as any other issuances of securities not in connection with an initial business combination, would be expected to reduce the amount of the Excise Tax in connection with redemptions occurring in the same calendar year, but the number of securities redeemed may exceed the number of securities issued. In addition, the Excise Tax would be payable by us, and not by the redeeming holder. Further, based on recently issued interim guidance from the IRS and Treasury, subject to certain exceptions, the Excise Tax should not apply in the event of our complete liquidation.

In addition, in certain circumstances there may also be the risk that if existing NNAG investors elect to redeem their shares in the NNAG in a manner which triggers the Excise Tax, the reduced funds in the trust account if the Excise Tax is paid from the trust account would have an adverse economic effect on the remaining shareholders that did not elect to redeem. Consequently, if the Excise Tax is applicable to redemptions by the NNAG, there may be reduced funds available in the Trust Account if the Excise Tax is paid from the Trust Account, in the case of (i) liquidations that are not implemented to fall within the meaning of “complete liquidation” in Section 331 of the Code, (ii) extensions, depending on the timing of the extension relative to when the NNAG completes a de-SPAC transaction or liquidates, and (iii) de-SPAC transactions, depending on the structure of the de-SPAC transaction.

SPECIAL MEETING OF NNAG STOCKHOLDERS

General

NNAG is furnishing this proxy statement/prospectus to NNAG’s stockholders as part of the solicitation of proxies by the NNAG Board for use at the special meeting of NNAG stockholders to be held on [_], 2024, and at any adjournment or postponement thereof. This proxy statement/prospectus provides NNAG’s stockholders with information they need to know to be able to vote or instruct their vote to be cast at the special meeting.

Date, Time and Place

The special meeting of stockholders will be held via live webcast at [_] a.m. Eastern Time, on [_], 2024. The special meeting can be accessed by visiting https://www.cstproxy.com/[_], where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the special meeting by means of remote communication. Please have your Control Number, which can be found on your proxy card, to join the special meeting. If you do not have a control number, please contact the Continental Stock Transfer Company, the transfer agent.

Purpose of the NNAG Special Meeting

At the special meeting, NNAG is asking holders of NNAG common stock to consider and vote upon:

•        a proposal to approve the business combination described in this proxy statement/prospectus, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in this proxy statement/prospectus. See the section entitled “Proposal No. 1 — The Business Combination Proposal”;

•        a proposal to approve and adopt the Proposed Second A&R Charter of NNAG in the form attached hereto as Annex B. See the section entitled “Proposal No. 2 — The Charter Proposal”;

•        a proposal to approve and adopt the Incentive Plan and the material terms thereof, including the authorization of the initial share reserve thereunder. See the section entitled “Proposal No. 3 — The Incentive Plan Proposal”;

•        a proposal to elect seven directors to serve on the Combined Company’s board of directors effective as of the closing of the Transactions in accordance with the Merger Agreement. See the section entitled “Proposal No. 4 — The Director Election Proposal”;

•        a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than 20% of the issued and outstanding NNAG’s Class A common stock and the resulting change in control in connection with the Transactions. See the section entitled “Proposal No. 5 — Nasdaq proposal”; and

•        a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the incentive plan proposal, the director election proposal or the Nasdaq proposal. See the section entitled “Proposal No. 6 — The Adjournment Proposal.”

Recommendation of the NNAG Board

The NNAG Board unanimously recommends that stockholders vote “FOR” the business combination proposal, “FOR” the charter proposal, including each of the Advisory Charter Amendment Proposals, “FOR” the incentive plan proposal, “FOR” the director election proposal, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented.

When you consider the NNAG Board’s recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Transactions that are different from, or in addition to, the interests of NNAG stockholders generally. Please see the section entitled “Proposal No. 1 — The Business Combination

Proposal — Interests of Certain Persons in the Business Combination” for additional information. The NNAG Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to the NNAG stockholders that they vote “FOR” the proposals presented at the special meeting.

Record Date; Persons Entitled to Vote

NNAG has fixed the close of business on [_], 2024, as the record date for determining NNAG stockholders entitled to notice of and to attend and vote at the special meeting. As of the close of business on the record date, there were [_] shares of NNAG common stock outstanding and entitled to vote. Each share of NNAG common stock is entitled to one vote per share at the special meeting.

Quorum

The presence at the special meeting by attendance via the virtual meeting website or by proxy, of a majority of the voting power of all the outstanding shares of common stock as of the record date entitled to vote constitutes a quorum at the special meeting. Proxies that are marked “abstain” will be treated as shares present for purposes of determining the presence of a quorum on all matters. Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting.

NNAG’s bylaws permit the chair of the special meeting to adjourn the special meeting, whether or not there is a quorum, to a later date, time, and place. Notice of such adjournment need not be given if the date, time, and place (or means of remote communication, if any) of the adjourned meeting are announced at the special meeting.

Vote Required

The approval of each of the business combination proposal, the incentive plan proposal, the Nasdaq proposal and the adjournment proposal require the affirmative vote of a majority of the issued and outstanding shares of common stock present by virtual attendance or represented by proxy at the special meeting. Accordingly, if a valid quorum is established, an NNAG stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the business combination proposal, the incentive plan proposal, the Nasdaq proposal and the adjournment proposal will have no effect on such proposals.

The approval of the charter proposal requires the affirmative vote of holders of at least a majority of all of NNAG’s outstanding shares of common stock, and the approval of the charter proposal also requires the affirmative vote of holders of a majority of NNAG’s Class A common stock voting as a separate class. Accordingly, if a valid quorum is established, an NNAG stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the charter proposal will have the same effect as a vote “against” such proposal.

Directors are elected by a plurality of all of the votes cast by holders of shares of NNAG’s common stock represented at the special meeting by attendance via the virtual meeting website or by proxy and entitled to vote thereon at the special meeting. This means that the seven director nominees who receive the most affirmative votes will be elected. NNAG stockholders may not cumulate their votes with respect to the election of directors. Accordingly, if a valid quorum is established, an NNAG stockholder’s failure to vote by proxy or to vote at the special meeting with regard to the director election proposal will have no effect on such proposal.

Consummation of the Transactions is conditioned on the approval of each of the business combination proposal, the charter proposal, the incentive plan proposal, the director election proposal and the Nasdaq proposal. It is important for you to note that in the event that the business combination proposal, the charter proposal, the incentive plan proposal and the Nasdaq proposal do not receive the requisite vote for approval, we will not consummate the business combination.

Effect of Abstentions and Broker Non-Votes

Abstentions will have no effect on the outcome of each of the business combination proposal the incentive plan proposal, the director election proposal, the Nasdaq proposal and the adjournment proposal. However, abstentions will count as a vote “AGAINST” the charter proposal.

Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe the proposals presented to the stockholders at the special meeting will be considered non-routine and, therefore, your broker, bank or nominee cannot vote your shares without your instruction on any of the proposals presented at the special meeting. If you do not provide instructions with your proxy, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank or nominee is not voting your shares is referred to as a “broker non-vote.”

Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the special meeting. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Broker non-votes will count as a vote “AGAINST” the charter proposal but will not have any effect on the outcome of any other proposals.

Voting Your Shares

Each share of NNAG common stock that you own in your name entitles you to one vote. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are two ways to vote your shares of NNAG common stock at the special meeting:

•        You Can Vote By Signing and Returning the Enclosed Proxy Card.    If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted “FOR” the business combination proposal, “FOR” the charter proposal, “FOR” the incentive plan proposal, “FOR” the director election proposal, “FOR” the Nasdaq proposal and “FOR” the adjournment proposal, if presented. Votes received after a matter has been voted upon at the special meeting will not be counted.

•        You can attend the special meeting via the virtual meeting platform and vote during the meeting by following the instructions on your proxy card. You can access the special meeting by visiting the website https://www.cstproxy.com/[_]. You will need your control number for access. If you do not have a control number, please contact Continental Stock Transfer. Instructions on how to attend and participate at the special meeting are available at https://www.cstproxy.com/[_].

However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way NNAG can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are a stockholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

•        you may notify NNAG’s Secretary in writing before the special meeting that you have revoked your proxy; or

•        you may attend the special meeting, revoke your proxy, and vote at the special meeting, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your shares of NNAG common stock, you may call Advantage Proxy, NNAG’s proxy solicitor, at 866-894-0536 (Toll Free) or NNAG at (703) 371-4260.

Redemption Rights

Pursuant to our Current Charter, holders of public shares may seek to redeem their shares for cash, regardless of whether they vote “for” or “against” the business combination proposal. Any stockholder holding public shares as of the record date may demand that NNAG redeem such shares for a full pro rata portion of the trust account (which, for illustrative purposes, was approximately $[_] per share (prior to the deduction of any applicable taxes) as of [_], 2024, the record date for the special meeting), calculated as of two business days prior to the anticipated consummation of the business combination. If a holder properly seeks redemption as described in this section and the business combination is consummated, NNAG will redeem these shares for a pro rata portion of funds deposited in the trust account and the holder will no longer own these shares following the business combination.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the public shares. Accordingly, all public shares in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed for cash.

The Sponsor and the Insiders have entered into an agreement with us, pursuant to which they have agreed to waive, for no consideration, their redemption rights with respect to any shares of common stock owned by them, directly or indirectly in connection with the Transactions.

Holders may demand redemption by delivering their stock, either physically or electronically using Depository Trust Company’s DWAC System, to NNAG’s transfer agent prior to the vote at the special meeting. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $100 and it would be up to the broker whether or not to pass this cost on to the redeeming stockholder. In the event the proposed business combination is not consummated this may result in an additional cost to stockholders for the return of their shares.

Any request to redeem such shares, once made, may be withdrawn at any time up to the vote on the business combination proposal. Furthermore, if a holder of a public share delivered its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically).

If the business combination is not approved or completed for any reason, then NNAG’s public stockholders who elected to exercise their redemption rights will not be entitled to redeem their shares for a full pro rata portion of the trust account, as applicable. In such case, NNAG will promptly return any shares delivered by public holders.

The closing price of NNAG’s Class A common stock on [_], 2024, the record date for the special meeting, was $[_] per share. The cash held in the trust account on such date was approximately $[_] ($[_] per public share, prior to the deduction of any applicable taxes). Prior to exercising redemption rights, stockholders should verify the market price of NNAG common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. NNAG cannot assure its stockholders that they will be able to sell their shares of NNAG common stock 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 its stockholders wish to sell their shares.

If a holder of public shares exercises its redemption rights, then it will be exchanging its shares of NNAG common stock for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption no later than the close of the vote on the business combination proposal by delivering your stock certificate (either physically or electronically) to NNAG’s transfer agent prior to the vote at the special meeting, and the business combination is consummated.

Appraisal Rights

Neither stockholders, unitholders nor warrant holders of NNAG have appraisal rights in connection the business combination under the DGCL.

Proxy Solicitation Costs

NNAG is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail. NNAG and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. NNAG will bear the cost of the solicitation.

NNAG has hired Advantage Proxy to assist in the proxy solicitation process. NNAG will pay that firm a fee of $[_] plus disbursements. Such payment will be made from non-trust account funds.

NNAG will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. NNAG will reimburse them for their reasonable expenses.

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

NNAG’s stockholders are being asked to approve the business combination with Nava described in this proxy statement/prospectus, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in this proxy statement/prospectus. The discussion in this proxy statement/prospectus of the business combination and the principal terms of the Merger Agreement is subject to, and is qualified in its entirety by reference to, the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus.

You should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Merger Agreement. Please see the subsection entitled “— Certain Agreements Related to the Business Combination — Merger Agreement” below, for additional information and a summary of certain terms of the Merger Agreement.

We may consummate the business combination only if it is approved by the affirmative vote of the holders of a majority of the issued and outstanding shares of common stock present by virtual attendance or represented by proxy at the special meeting.

The name of the Combined Company after the consummation of the Transactions will be Nava Health MD, Inc. and our headquarters will be located at 9755 Patuxent Wood Drive, Suite 100, Columbia, MD 21046. We have applied to have NNAG’s Class A common stock and public warrants listed on Nasdaq and, upon the Closing, we expect that the Combined Company’s Common Stock and public warrants will begin trading on Nasdaq under the symbols “NAVA” and “NAVAW,” respectively. As a result, NNAG’s publicly traded units will separate into the component securities upon consummation of the business combination and will no longer trade as a separate security. In addition, each right will convert into one-fifth (1/5) of one share of common stock upon the consummation of the business combination and will no longer trade as a separate security.

General

The Merger Agreement

The following is a summary of the material terms of the Merger Agreement. The following summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus.

The Merger Agreement contains representations and warranties that NNAG and Merger Sub, on the one hand, and Nava, on the other hand, have made to one another as of specific dates. The assertions embodied in the representations and warranties are qualified by information in confidential disclosure schedules exchanged by the parties. Some of these schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. You should not rely on the representations and warranties described below as current characterizations of factual information about NNAG or Nava, because they were made as of specific dates, may be intended merely as a risk allocation mechanism between NNAG and Merger Sub, and Nava and are modified by the disclosure schedules.

Structure of the Transactions

On February 12, 2024, NNAG entered into the Merger Agreement with Merger Sub and Nava. Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction by which Merger Sub will merge with and into Nava with Nava surviving such merger as a wholly owned subsidiary of NNAG.

Merger Consideration

The Merger Agreement provides for NNAG to issue to the Nava Stockholders, as the only stockholders of Nava prior to the Effective Time, aggregate consideration of 32,000,000 shares of the Combined Company’s common stock at the Effective Time. As of April 26, 2024, the per share merger consideration that will be received by Nava Stockholders is approximately $26.57.

In accordance with the terms and subject to the conditions of the Merger Agreement, each share of Nava common stock outstanding immediately prior to the Effective Time will be converted into the right to receive its allocable portion of the Merger Consideration Shares. Upon the Effective Time, we anticipate that Nava will be a wholly owned subsidiary of the Combined Company. We anticipate that the Closing Date will occur on the date on which the Effective Time occurs.

Representations and Warranties

The Merger Agreement contains customary representations and warranties of the parties, including the following representations by NNAG and the Merger Sub, subject to the limitations and exceptions set forth in the Merger Agreement and related disclosure schedules:

•        Each of NNAG and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. Each of NNAG and Merger Sub has all requisite power and authority, corporate and otherwise, to own, lease or otherwise hold and operate its properties and other assets and to carry on its business as currently conducted. Each of NNAG and Merger Sub is duly licensed or qualified to do business and is in good standing (or the equivalent thereof, in each case, with respect to jurisdictions that recognize that concept or any equivalent thereof, in each case) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties or other assets makes such qualification, licensing or good standing necessary, except where the failure to be so qualified, licensed or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on NNAG or Merger Sub, as applicable.

•        Each of NNAG and Merger Sub has the corporate power and authority necessary to execute and deliver the Merger Agreement and the Additional Agreements to which it is a party, and to consummate the transactions contemplated hereby and thereby and to otherwise perform its obligations under the Merger Agreement and the Additional Agreements.

•        None of the execution, delivery or performance of the Merger Agreement or any Additional Agreement by NNAG or Merger Sub or the consummation by NNAG or Merger Sub of the transactions contemplated hereby and thereby requires any consent, approval, authorization, Order, license or other action by or in respect of, or registration, declaration or filing with any Authority except for (a) the filing of the Articles of Merger with the Secretary of State of the State of Maryland, (b) the filing with the SEC of (i) the Form S-4 and the declaration of the effectiveness thereof by the SEC and (ii) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with the Merger Agreement, the Additional Agreements, or the transactions contemplated thereby, or (c) any consent, approval, license, order or other action, the absence of which would not, individually or in the aggregate, reasonably be expected to be material to NNAG or Merger Sub.

•        None of the execution, delivery or performance by NNAG or Merger Sub of the Merger Agreement or any Additional Agreement to which it is or will be a party or the consummation by NNAG or Merger Sub of the transactions contemplated hereby and thereby does or will (a) contravene or conflict with NNAG’s Certificate of Incorporation, NNAG’s Bylaws or Merger Sub’s articles of incorporation or bylaws, in each case as amended to date, (b) contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to NNAG or Merger Sub or to any of its respective properties, rights or assets, or (c) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, or acceleration of, the performance required by, or result in a right of termination or acceleration or the creation of any Lien upon any of the properties or assets of NNAG or Merger Sub, under any of the terms or conditions of any material contract to which NNAG or Merger Sub is a party or by which it or any of its properties or assets are bound, except where such termination, acceleration or creation would not have, individually or in the aggregate, a material adverse effect on NNAG or Merger Sub.

•        Neither NNAG nor Merger Sub, nor, to the knowledge of NNAG, any of their respective representative on their behalf, has employed any broker, finder, investment banker or financial advisor, or incurred any liability for any fees or commissions to any broker, finder, investment banker or financial advisor, in connection with the transactions contemplated by the Merger Agreement or any of the Additional Agreements.

•        The Merger Consideration Shares, when issued in accordance with the Merger Agreement, will be duly authorized, validly issued, fully paid, and nonassessable.

•        The authorized capital stock of NNAG consists of 111,000,000 shares of NNAG capital stock of which 1,000,000 shares of preferred stock are authorized and zero shares of preferred stock are issued and outstanding, 100,000,000 shares of NNAG common stock are authorized and [_] are issued and outstanding, including 2,500,000 Founder Shares (1,000,000 of which are subject to forfeiture at Closing pursuant to the Sponsor Forfeiture Agreement) and 75,000 shares held by EF Hutton are issued and outstanding, 10,365,500 Parent Warrants (inclusive of NNAG Warrants included in any outstanding NNAG Units) are issued and outstanding, and 7,500,000 NNAG Rights are issued and outstanding. No other shares of capital stock or other equity interests of NNAG are issued or outstanding.

•        NNAG and each of its subsidiaries has duly and timely filed all tax returns which are required to be filed by or with respect to it, and has paid all taxes (whether or not shown on such tax returns) that have become due; (ii) all such tax returns are true, correct, complete and accurate in all respects; (iii) there is no action pending, or proposed in writing, with respect to taxes of NNAG and its subsidiaries; (iv) no statute of limitations in respect of the assessment or collection of any taxes of NNAG or its subsidiaries for which a lien may be imposed on any of their assets has been waived or extended, which waiver or extension is in effect; and (v) NNAG and each of its subsidiaries has complied in all respects with all applicable laws relating to the reporting, payment, collection and withholding of taxes and has duly and timely withheld or collected, paid over to the applicable taxing authority and reported all taxes (including income, social, security and other payroll taxes) required to be withheld or collected by NNAG and each of its subsidiaries.

•        NNAG’s filings with the SEC were, and any future filings with the SEC will be, prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder.

•        The operations of NNAG are and have at all times been conducted in compliance with the Money Laundering Laws, and no action involving NNAG with respect to the Money Laundering Laws is pending or, to the knowledge of NNAG, threatened.

•        There is no action pending or, to the knowledge of NNAG, threatened, against or affecting NNAG or any of its subsidiaries, any of their respective officers or directors in their capacities as such, or any of their respective rights, properties or assets or that, as of the date of the Merger Agreement, in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated by the Merger Agreement or any Additional Agreement and there are no outstanding judgments against NNAG or any of its subsidiaries or any of their respective rights, properties or assets.

•        Each NNAG and Merger Sub currently conducts and, since its incorporation, has conducted, its business in compliance in all material respects with all applicable laws and is not and, since its incorporation, has not been, in violation of any applicable law in any material respect. Since the date of NNAG’s incorporation, (i) no action by any authority or other adversarial litigant is pending or, to the knowledge of NNAG, threatened, alleging any such violation or noncompliance by NNAG or Merger Sub, and (ii) neither NNAG nor Merger Sub has been threatened in writing or, to the knowledge of NNAG, orally, to be charged with, or given written or, to the knowledge of NNAG, oral, notice of any material violation of any material law applicable to it.

The following representations were also made by Nava, subject to the limitations and exceptions set forth in the Merger Agreement and related disclosure schedules:

•        Nava is a corporation, limited liability company or legal entity duly incorporated, organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, in each case with respect to jurisdictions that recognize that concept or any equivalent thereof, in each case) under the laws of its jurisdiction of incorporation, organization or formation, as the case may be.

•        Nava has the corporate power and authority necessary to execute and deliver the Merger Agreement and the Additional Agreements to which it is a party, and to consummate the transactions contemplated hereby and thereby and to otherwise perform its obligations under the Merger Agreement and the Additional Agreements.

•        None of the execution, delivery or performance by Nava of the Merger Agreement or any Additional Agreement to which Nava is or will be a party or the consummation by Nava of the transactions contemplated hereby and thereby does or will (a) contravene or conflict with Nava Articles of Incorporation or Nava Bylaws, (b) contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to any of Nava or its subsidiaries or to any of their respective properties, rights or assets, or (c) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, or acceleration of, the performance required by, or result in a right of termination or acceleration or the creation of any lien upon any of the properties or assets of any of Nava or its subsidiaries, under any of the terms or conditions of any contract or other instrument or obligation to which any of Nava or its subsidiaries is a party or by which they or any of their respective properties or assets are bound.

•        The authorized capital stock of Nava consists of 100,000,000 shares of Nava common stock, par value $0.01 per share, of which 12,044,430 shares of common stock are issued and outstanding as of the date of the Merger Agreement and are held by persons and in the amounts set forth in the disclosure schedules to the Merger Agreement.

•        There is no action pending or, to the knowledge of Nava, threatened, against or affecting Nava or any of its subsidiaries, any of the officers or directors of any member in their capacities as such, or any of Nava and its subsidiaries’ rights, properties or assets or that, as of the date of the Merger Agreement, in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated by the Merger Agreement or any Additional Agreement and there are no outstanding judgments against Nava and its subsidiaries or any of their respective rights, properties or assets.

•        Nava and each of its subsidiaries is and has been at all times in compliance in all material respects with all applicable healthcare laws.

•        Nava and its subsidiaries are the sole and exclusive owner of each item of Company Owned IP (as defined in the Merger Agreement), free and clear of any liens (except for permitted liens).

•        Nava and each of its subsidiaries has duly and timely filed all tax returns which are required to be filed by or with respect to it, and has paid all taxes (whether or not shown on such tax returns) that have become due; (ii) all such tax returns are true, correct, complete and accurate in all respects; (iii) there is no action pending, or proposed in writing, with respect to taxes of Nava and its subsidiaries; (iv) no statute of limitations in respect of the assessment or collection of any taxes of Nava or its subsidiaries for which a lien may be imposed on any of their assets has been waived or extended, which waiver or extension is in effect; and (v) Nava and each of its subsidiaries has complied in all respects with all applicable laws relating to the reporting, payment, collection and withholding of taxes and has duly and timely withheld or collected, paid over to the applicable taxing authority and reported all taxes (including income, social, security and other payroll taxes) required to be withheld or collected by Nava and each of its subsidiaries.

•        Each of Nava and its subsidiaries currently is and, since January 1, 2021, has been, in compliance with applicable laws in all applicable jurisdictions related to (i) anti-corruption or anti-bribery, including the U.S. Foreign Corrupt Practices Act of 1977, 15 U.S.C. §§ 78dd-1, et seq., and any other equivalent or comparable Laws of other countries, (ii) economic sanctions administered, enacted or enforced by any authority, (iii) export controls, including the U.S. Export Administration Regulations, 15 C.F.R. §§ 730, et seq., and any other equivalent or comparable laws of other countries, (iv) anti-money laundering, including the Money Laundering Control Act of 1986, 18 U.S.C. §§ 1956, 1957, and any other equivalent or comparable Laws of other countries, (v) anti-boycott regulations, as administered by the U.S. Department of Commerce, and (vi) importation of goods, including laws administered by the U.S. Customs and Border Protection, Title 19 of the U.S.C. and C.F.R., and any other equivalent or comparable laws of other countries.

•        Neither Nava nor its subsidiaries and, to the knowledge of Nava, no representative of Nava or any of its subsidiaries on its behalf, has employed any broker, finder, investment banker or financial advisor, or incurred any liability for any fees or commissions to any broker, finder, investment banker or financial advisor, in connection with the Transactions.

Covenants

Conduct of Business Pending the Business Combination

Each of Nava and NNAG have agreed that, except as expressly contemplated by the Merger Agreement or the Additional Agreements, as required by law, or as consented to in writing by the other (which consent shall not be unreasonably conditioned, withheld, or delayed), from the date of the Merger Agreement until the earlier of the Closing Date and the termination of the Merger Agreement in accordance with its terms, each party must:

(i)       conduct its business only in the ordinary course (including the payment of accounts payable and the collection of accounts receivable), consistent with past practices,

(ii)      duly and timely file all tax returns required to be filed (or obtain a permitted extension with respect thereto) and pay any and all taxes due and payable during such time period,

(iii)     duly observe and comply with all applicable laws, and

(iv)     use its commercially reasonable efforts to preserve intact in all material respects its business organization, assets, permits, properties, and material business relationships with employees, clients, suppliers, contract manufacturing organizations, contract research organizations and other third parties.

In addition, except as expressly contemplated by the Merger Agreement or the Additional Agreements, as required by applicable law, or as previously disclosed, from the date of the Merger Agreement until the earlier of the Closing Date and the termination of the Merger Agreement in accordance with its terms, without the other’s prior written consent (which shall not be unreasonably conditioned, withheld or delayed), neither Nava nor NNAG shall, or permit its subsidiaries to, among other things:

(i)       amend, modify, or supplement its governing documents;

(ii)      amend, waive any provision of, terminate prior to its scheduled expiration date, or otherwise compromise in any way or relinquish any material right under any material contract;

(iii)     other than in the ordinary course of business, modify, amend, or enter into any contract, agreement, lease, license, or commitment, including for capital expenditures, that extends for a term of one year or more or obligates the payment by Nava or NNAG, as applicable, of more than $200,000 (individually or in the aggregate);

(iv)     make any capital expenditures in excess of $500,000 (individually or in the aggregate);

(v)      sell, lease, license or otherwise dispose of any of its material assets, except pursuant to existing contracts or commitments disclosed in the Merger Agreement or in the ordinary course of business;

(vi)     solely in the case of Nava, sell, exclusively license, abandon, permit to lapse, assign, transfer, or otherwise dispose of any intellectual property owned by Nava;

(vii)    solely in the case of Nava, permit any material registered owned intellectual property to go abandoned or expire for failure to make an annuity or maintenance fee payment, or file any necessary paper or action to maintain such rights;

(viii)   (A) pay, declare, or set aside any dividends, distributions or other amounts with respect to its capital stock or other equity securities; (B) pay, declare or promise to pay any other amount to any stockholder or other equity holder in its capacity as such; or (C) amend any term, right or obligation with respect to any outstanding shares of its capital stock or other equity securities;

(ix)     (A) make any loan, advance or capital contribution to, or guarantee for the benefit of, any person or entity; (B) incur any indebtedness including drawings under the lines of credit, if any, other than (1) loans evidenced by promissory notes made by NNAG as working capital advances and (2) intercompany indebtedness; or (C) repay or satisfy any indebtedness, other than the repayment of indebtedness in accordance with the terms thereof;

(x)      suffer or incur any lien, except for permitted liens, on its assets;

(xi)     delay, accelerate or cancel, or waive any material right with respect to, any receivables or Indebtedness owed to it, or write off or make reserves against the same (other than, in the case of Nava, in the ordinary course of business);

(xii)    merge or consolidate or enter a similar transaction with, or acquire all or substantially all of the assets or business of, any other person or entity, make any material investment in any person or entity, or be acquired by any other person;

(xiii)   terminate or allow to lapse any insurance policy protecting any of Nava’s, its subsidiaries’, or NNAG’s, as applicable, assets, unless simultaneously with such termination or lapse, a replacement policy underwritten by an insurance company of nationally recognized standing having comparable deductions and providing coverage equal to or greater than the coverage under the terminated or lapsed policy for substantially similar premiums or less is in full force and effect;

(xiv)   adopt any severance, retention, or other employee benefit plan or fail to continue to make timely contributions to each such plan in accordance with the terms thereof;

(xv)    institute, settle or agree to settle any legal action, litigation, suit, claim, hearing, proceeding or investigation before any governmental authority in excess of $250,000 (exclusive of any amounts covered by insurance) or that imposes injunctive or other non-monetary relief on such party;

(xvi)   except as required by GAAP, make any material change in its accounting principles, methods or practices or write down the value of its assets;

(xvii)  change its principal place of business or jurisdiction of organization;

(xviii) issue, redeem or repurchase any capital stock, membership interests or other securities, or issue any securities exchangeable for or convertible into any shares of its capital stock or other securities, other than any redemption by NNAG of shares of common stock held by its public stockholders as contemplated under the Merger Agreement;

(xix)   (A) make, change, or revoke any material Tax election; (B) change any method of accounting other than as required under GAAP or Public Company Accounting Oversight Board rules or requirements; (C) settle or compromise any material claim, notice, audit report or assessment in respect of Taxes; (D) enter into any tax allocation, tax sharing, tax indemnity or other closing agreement relating to any taxes; or (E) surrender or forfeit any right to claim a tax refund;

(xx)    enter into any transaction with or distribute or advance any material assets or property to any of its affiliates, other than the payment of salary and benefits in the ordinary course;

(xxi)   solely in the case of Nava, other than as required by any employee benefit or compensation plans, policies, programs, arrangements or payroll practices (each, a “Plan”), (A) increase or change the compensation or benefits of any employee or service provider, (B) accelerate the vesting or payment of any compensation or benefits of any employee or service provider, (C) enter into, amend or terminate any Plan (or any plan, program, agreement or arrangement that would be a Plan if in effect on the date hereof) or grant, amend or terminate any awards thereunder, (D) fund any payments or benefits that are payable or to be provided under any Plan, (E) make any loan to any present or former employee or other individual service provider, other than advancement of expenses in the ordinary course of business consistent with past practices, or (F) enter into, amend or terminate any collective bargaining agreement or other agreement with a labor union or labor organization;

(xxii)  fail to duly observe and conform to any applicable laws and orders;

(xxiii) authorize, recommend, propose, or announce an intention to adopt, or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization, or similar transaction involving it or any subsidiary; or

(xxiv) enter into any agreement or otherwise agree or commit to take, or cause to be taken, any of the foregoing.

Other Covenants of the Parties

The Merger Agreement contains certain additional covenants of NNAG and Nava, including covenants regarding:

(i)       providing the other with reasonable access to its properties and books and records;

(ii)      notifying the other of any occurrence of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result, in a Material Adverse Effect with respect to such party;

(iii)     notifying the other of any legal action, litigation, suit, claim, hearing, proceeding or investigation before any governmental authority relating to, involving, or otherwise affecting it, its stockholders, or their equity, assets, or business, or that relate to the consummation of the Transactions, or any notice or other communication from any governmental authority in connection with the Transactions;

(iv)     cooperating in the preparation of this proxy statement/prospectus;

(v)      Nava’s delivery to NNAG of financial statements and other financial information;

(vi)     NNAG ensuring that it remains listed as a public company on, and that its securities are listed and tradable over, Nasdaq through the Closing;

(vii)    that NNAG use its reasonable best efforts to cause its initial listing application with Nasdaq in connection with the Transactions to be approved;

(vii)    NNAG calling and holding a meeting of its stockholders to adopt the Merger Agreement and approve the business combination and the other matters presented to NNAG’s stockholder for approval or adoption at the NNAG Special Meeting;

(viii)   Nava calling and holding a meeting of its stockholders to approve the Merger Agreement; and

(ix)      NNAG using its commercially reasonable efforts to (a) enter into and consummate subscription agreements with investors relating to a private investment in NNAG to purchase shares of NNAG common stock in connection with a private placement, or enter into non-redemption agreements with existing NNAG Stockholders, and/or enter into backstop arrangements with potential investors in NNAG, or (b) arrange debt financing in connection with the transactions contemplated under the Merger Agreement, in each case such that the Minimum Cash Condition is satisfied, in each case on terms mutually agreeable to NNAG and Nava.

Non-Solicitation Restrictions

NNAG and Nava have each agreed that, from the date of the Merger Agreement to the Closing Date, it will not take, nor will it permit any of its representatives to, encourage or initiate any negotiations with, or enter into any agreement with, any party in connection with a business combination other than with the other or take any other action intended or designed to facilitate the efforts to do so. Each of NNAG and Nava has also agreed to be responsible for any acts or omissions of any of its respective representatives that, if they were the acts or omissions of the NNAG or Nava, as applicable, would be deemed a breach of the party’s obligations with respect to these non-solicitation restrictions.

Conditions to Closing

The consummation of the Transactions is conditioned upon certain closing conditions, including, without limitation:

(i)       no governmental authority having enacted, issued, promulgated, enforced or entered any law or order that is then in effect that makes the Transactions illegal or otherwise prohibits consummation of the Transactions;

(ii)      each consent, approval or authorization of any governmental authority required of NNAG, Nava or any of their respective subsidiaries to consummate the Merger, as may be reasonably agreed upon by the parties after the date of the Merger Agreement having been obtained and being in full force and effect.

(iii)     no legal action having been commenced or asserted in writing (and not orally) by any governmental authority to enjoin or otherwise materially restrict the consummation of the Closing;

(iv)     the approval of the Merger Agreement by the requisite vote of the stockholders of Nava;

(v)      each of the proposals being considered at the NNAG Special Meeting having been approved by NNAG’s stockholders;

(vi)     the Combined Company’s initial listing application filed with Nasdaq in connection with the Transactions having been approved;

(vii)    the Minimum Cash Condition shall have been satisfied;

(viii)   the proxy statement/prospectus having been declared effective by the SEC;

(ix)     each party to the Merger Agreement having performed or complied with the provisions of the Merger Agreement applicable to it, subject to agreed-upon standards;

(x)      the truth and accuracy of each party’s representations and warranties included in the Merger Agreement, subject to agreed-upon standards;

(xi)     the absence of any material adverse effect with respect to a party to the Merger Agreement;

(xii)    the receipt by each of NNAG and Nava of a certificate, dated as of the Closing, signed by the Chief Executive Officer of the other;

(xiii)   the execution by the relevant party or parties of the Additional Agreements;

(xiv)   Nava having provided all required third party consents;

(xv)    the Proposed Second A&R Charter having been filed with the Delaware Secretary of State and become effective;

(xvi)   Nava and NNAG will have received a certificate, dated as of the Closing Date, from the Secretary of the other certifying certain matters, certifying the accuracy and completeness of: (i) the Charter; (ii) the bylaws; (iii) copies of resolutions duly adopted by the board of directors approving the Merger Agreement, the Additional Agreements and any resolutions of the stockholders in connection with the Transactions;

(xvii)  each requisite party, as applicable, will have executed and delivered to the other party a copy of each Additional Agreement to which they are a party;

(xviii) the receipt by Nava of the resignations of NNAG’s directors;

(xix)   the post-Effective Time Combined Company’s Board of Directors and the Nava Board being in compliance with the size and composition requirements of the Merger Agreement; and

(xx)    The Sponsor Forfeiture Agreement shall have been entered into and the same shall be in full force and effect.

Termination

The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, without limitation:

(i)       by the mutual written consent of the parties;

(ii)      by either NNAG or Nava if the Closing does not occur on or prior to June 30, 2024 (the “Outside Closing Date”), unless the breach of any covenants or obligations under the Merger Agreement by the party seeking to terminate (or, in the case of NNAG, by Merger Sub) proximately caused the failure to consummate the Transactions by the applicable date;

(iii)     by either NNAG or Nava if any governmental authority shall have issued an order, enacted a law, or taken any other action that has the effect of making the Transactions illegal or permanently restraining, enjoining, or otherwise prohibiting the consummation of the Transactions and such law, order or other action shall have become final and nonappealable, unless the failure by such party or its affiliates to comply with any provision of the Merger Agreement was a substantial cause of, or substantially resulted in, such action by such governmental authority;

(iv)     by Nava if NNAG fails to obtain commitments of at least $10,000,000 in the form of equity investments on or before February 29, 2024, for purposes of satisfying the Minimum Cash Condition;

(v)      by NNAG, subject to certain exceptions, if Nava has breached any of its representations, warranties, covenants, or agreements in the Merger Agreement and such breach cannot be cured at all or within the earlier of (a) 30 days after written notice thereof and (b) the Outside Closing Date; and

(vi)     by Nava, subject to certain exceptions, if NNAG or Merger Sub has breached any of its representations, warranties, covenants, or agreements in the Merger Agreement and such breach cannot be cured at all or within the earlier of (A) 30 days after written notice thereof and (B) the Outside Closing Date.

Except with respect to Transaction Costs, as described below, if the Merger Agreement is validly terminated, none of the parties to the Merger Agreement will have any liability or any further obligation under the Merger Agreement other than customary confidentiality obligations, except in the case of a willful breach of any covenant or agreement under the Merger Agreement or fraud. All costs and expenses incurred in connection with the Merger Agreement, the Additional Agreements and the transactions contemplated thereby, including the fees and disbursements of counsel, financial advisors and accountants, shall be paid by the party incurring such fees or expenses; provided, however, that (i) if the Merger Agreement is terminated by NNAG because Nava has breached certain representations, warranties, agreements or covenants contained under the Merger Agreement to be performed on or prior to the Closing Date, then Nava shall reimburse NNAG for its Transaction Costs up to a maximum of $300,000; and (ii) if Merger Agreement is terminated by the Nava because NNAG has breached certain representations, warranties, agreements or covenants contained under the Merger Agreement to be performed on or prior to the Closing Date, then NNAG shall reimburse Nava for its Transaction Costs up to a maximum of $300,000.

Certain Related Agreements

Company Support Agreement.    In connection with the execution of the Merger Agreement, certain stockholders of Nava and Nava entered into the Company Support Agreement pursuant to which, among other things, each such stockholder has agreed to vote in favor of the approval of the Merger Agreement, approval of the business combination and the other transactions contemplated by the Merger Agreement. The Company Support Agreement is attached as Annex D to this proxy statement/prospectus.

Parent Support Agreement.    In connection with the execution of the Merger Agreement, the Sponsor, Nava and NNAG entered into the Parent Support Agreement pursuant to which the Sponsor agreed (i) to vote the shares of NNAG common stock held by them in favor of the approval and adoption of the Merger Agreement and the transactions contemplated thereunder, (ii) to not transfer, during the term of the Parent Support Agreement, any NNAG common stock owned by them, and (iii) to not transfer any NNAG common stock held by them in accordance with the lock-up provisions set forth in NNAG’s final prospectus filed with the U.S. Securities and Exchange Commission on August 21, 2023. The Parent Support Agreement is attached as Annex E to this proxy statement/prospectus.

Registration Rights Agreement.    Ascend One, the Sponsor, and EF Hutton LLC (“EF Hutton” and, together with the Sponsor, the “Founder Holders”) will enter into the Registration Rights Agreement with the Combined Company in the form attached hereto as Annex H. An aggregate of [_] shares of Common Stock will be entitled to registration (the “Registrable Securities”) pursuant to the Registration Rights Agreement, which consist of 24,096,000 shares that will be issued to Ascend One as Merger Consideration, 2,500,000 founder shares held by the Sponsor, 75,000 representative shares held by EF Hutton, and 2,865,500 shares of common stock issuable upon exercise of the private placement warrants held by the Sponsor. At any time and from time to time after the Closing, either (i) the Nava Stockholders or (ii) the Founder Holders may make a written demand for registration under the Securities Act of all or part of their Registrable Securities. The Nava Stockholders and the Founder Holders are entitled to exercise two demand registrations under the Registration Rights Agreement. If at any time following the Closing, the Combined Company proposes to file a registration statement under the Securities Act, the holders of the Registrable Securities shall be offered an opportunity to register the sale of such number of Registrable Securities as such holders may request in writing. The demand registration rights and “piggy-back” registration rights under the Registration Rights Agreement are subject to certain requirements and customary conditions. The registration

rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Registrable Securities. The Combined Company will bear the expenses incurred in connection with the filing of any registration statements under the Registration Rights Agreement.

Company Lock-Up Agreement.    Nava and Ascend One will enter into the Company Lock-Up Agreement pursuant to which, among other things, Ascend One will agree to the restriction of the sale, transfer or other disposition of certain of the shares it will receive at the Closing in connection with the business combination. The Company Lock-Up Agreement is attached as Annex F to this proxy statement/prospectus.

Voting Agreement.    In connection with the execution of the Merger Agreement, Ascend One and the directors and officers of Nava (the “Nava Principal Stockholders”) entered into a voting and support agreement with NNAG and the Sponsor (the “Voting Agreement”). Under the Voting Agreement, each Nava Principal Stockholders agreed that, at any meeting of Nava’s stockholders related to the transactions contemplated by the Merger Agreement, each such Nava Principal Stockholders will appear at the meeting or otherwise cause its shares to be voted (i) in favor of the Merger Agreement and the transactions contemplated thereby, and authorize and approve any amendment to Nava’s governing documents that is deemed necessary or advisable by Nava to effect the Merger; and (ii) against any other action would reasonably be expected to impede, interfere with or adversely affect the Merger.

The Voting Agreement also restricts the Nava Principal Stockholders from, among other things, selling, assigning or otherwise transferring any of its shares unless the buyer, assignee or transferee thereof executes a joinder agreement to the Voting Agreement in a form reasonably acceptable to NNAG. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Voting Agreement, a copy of which is attached as Annex I to this proxy statement/prospectus.

In addition, the Voting Agreement requires the Sponsor (a) to vote all shares of voting capital stock of the Combined Company that the Sponsor owns from time to time and is entitled to vote (all such shares and any successor voting securities with respect to which ownership of record or the power to vote is hereafter acquired by the Sponsor, the “Sponsor Shares”) for the election of the directors designated by Nava (the “Nava Designees”) to the board of directors of the Combined Company at each meeting of the stockholders of the Combined Company and (b) to use its good faith efforts to cause its affiliates to vote all shares of capital stock of the Combined Company that they own from time to time and are entitled to vote for the election of the Nava Designees to the board of directors of the Combined Company at each meeting of the stockholders of the Combined Company.

Non-Competition and Non-Solicitation Agreement.    At the Closing, NNAG, Nava and Bernie Dancel (the “Key Management Member”) will enter into non-competition and non-solicitation agreement (the “Non-Competition and Non-Solicitation Agreement”), pursuant to which the Key Management Member and its affiliates will agree not to compete with the Combined Company during the two-year period following the Closing and, during such two-year restricted period, not to solicit employees or customers or clients of such entities. The Non-Competition and Non-Solicitation Agreement also contains customary non-disparagement and confidentiality provisions. The foregoing description of the Non-Competition and Non-Solicitation Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Non-Competition and Non-Solicitation Agreement, a copy of which is attached as Annex J to this proxy statement/prospectus.

Sponsor Forfeiture Agreement.    Simultaneously with the Closing, the Sponsor, NNAG and Nava will enter into a Sponsor Forfeiture Agreement in a form to be mutually agreed upon by NNAG, Nava and the Sponsor, each acting reasonably. Pursuant to the Sponsor Forfeiture Agreement, the Sponsor will forfeit for no consideration all of the 1,000,000 shares of NNAG common stock. Effective upon the Closing, the Sponsor shall be automatically deemed to have irrevocably transferred to NNAG, surrendered, and forfeited for no consideration all of the 1,000,000 the shares of NNAG common stock specified in the Sponsor Forfeiture Agreement, and such shares of NNAG common stock shall, by virtue of the Merger, be deemed to have been canceled and extinguished.

Incentive Plan.    Prior to consummation of the business combination, the NNAG Board approved a new equity incentive plan, the Combined Company’s 2024 Stock Incentive Plan (the “Incentive Plan”). The purposes of the Incentive Plan are to enhance our ability to attract, retain, incent, reward, and motivate persons who make (or are expected to make) important contributions to the Combined Company by providing these individuals with equity ownership and other incentive opportunities. Stockholders are being asked to consider and approve the Incentive Plan, which will initially reserve 12,000,000 shares of our common stock for issuance pursuant to future grants made under the Incentive Plan. The Incentive Plan is attached as Annex C to this proxy statement/prospectus. Please see the section entitled “Proposal No. 3 — The Incentive Plan Proposal — Description of the Material Features of the Incentive Plan.”

Impact of the Transactions on the Combined Company’s Public Float

As of the date of this proxy statement/prospectus, there are (i) [_] shares of common stock issued and outstanding, which includes the 2,500,000 founder shares held by the Sponsor, the 7,500,000 public shares, and the 75,000 shares of Class A common stock held by EF Hutton, the underwriter in the Company’s IPO, (ii) 10,365,500 warrants issued and outstanding, which includes the 2,865,500 private placement warrants held by the Sponsor and the 7,500,000 public warrants, and (iii) 7,500,000 rights issued and outstanding. Each whole warrant entitles the holder thereof to purchase one share of NNAG’s Class A common stock and, following the Transactions, will entitle the holder thereof to purchase one share of the Combined Company’s Common Stock. Each right entitles the holder thereof to receive one-fifth (1/5) of one (1) NNAG’s Class A common stock upon consummation of NNAG initial business combination. Each will convert into one-fifth (1/5) of one share of common stock upon the consummation of the business combination and will no longer trade as a separate security. Therefore, as of the date of this proxy statement/prospectus, the NNAG fully diluted share capital would be 12,044,430 common stock equivalents. The Nava Stockholders will receive 32,000,000 shares of Combined Company common stock as consideration for the merger. Giving effect to the Transactions and assuming no redemptions, upon Closing, the fully diluted share capital of the Combined Company will be [_] common stock equivalents.

Upon completion of the Transactions, we anticipate that: (i) the Nava Stockholders are expected to hold an ownership interest of [_]% of the issued and outstanding shares of the Combined Company’s Common Stock, assuming no redemptions, or [_]% of the issued and outstanding shares of the Combined Company’s Common Stock, assuming 100% redemptions, (ii) the Sponsor is expected to hold an ownership interest of [_]% of the issued and outstanding shares of the Combined Company’s Common Stock, assuming no redemptions, or [_]% of the issued and outstanding shares of the Combined Company’s Common Stock, assuming 100% redemptions, and (iii) NNAG’s public stockholders will retain an ownership interest of [_]% of the issued and outstanding shares of the Combined Company’s Common Stock, assuming no redemptions, and [_]% of the issued and outstanding shares of the Combined Company’s Common Stock, assuming 100% redemptions. These levels of ownership interest assume (a) that no public stockholders exercise their redemption rights in connection with the Transactions and (b) full exercise of warrants to purchase the Combined Company’s Common Stock. If the actual facts are different from these assumptions, the percentage ownership retained by the current NNAG stockholders in the Combined Company will be different. Upon the Effective Time, we anticipate that Nava will be a wholly owned subsidiary of the Combined Company. We anticipate that the Closing Date will occur on the date on which the Effective Time occurs.

The following table illustrates varying ownership levels in the Combined Company immediately following the consummation of the Transactions based on the assumptions above:

____________

(a)      Assumes no redemptions by NNAG stockholders.

(b)      Assumes 100% redemptions by NNAG stockholders.

(c)      The shares held by the non-redeeming stockholders of NNAG include (i) the shares of common stock underlying the public units (subject to the assumptions set forth in the table) and (ii) 1,500,000 shares of common stock underlying the rights included in the public units.

(d)      Consists of 1,500,000 founder shares that remain after giving effect to the Sponsor Forfeiture Agreement, which requires the Sponsor to forfeit 1,000,000 previously-issued shares upon the Closing.

(e)      Consists of 75,000 representative shares.

(f)      Consists of shares issued as Merger Consideration in the business combination.

See the subsection entitled “Proposal No. 1 — The Business Combination Proposal — Impact of the Business Combination on the Combined Company’s Public Float” and section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Background of the Transactions

NNAG is a blank check company incorporated on June 14, 2022 as a Delaware company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Transactions were the result of an extensive search for a potential transaction utilizing the broad sourcing platform and investing and operating experience of NNAG’s management team, the Sponsor and the board of directors of NNAG. The terms of the Merger were the result of thorough negotiations between NNAG’s management team and Nava Health’s management team.

The following is a brief description of the background of such negotiations, the Merger and related transactions. It is not, and does not purport to be, a complete catalogue of every interaction between the applicable parties.

Prior to the consummation of NNAG’s IPO on June 14, 2022, neither NNAG, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with NNAG.

Promptly following its IPO, NNAG commenced consideration and evaluation of potential target businesses with the objective of consummating a business combination. NNAG focused its search for potential target businesses by utilizing internal research and the networks of relationships of its management, board of directors and with professional service providers (including lawyers, accountants, consultants, and investment bankers). NNAG educated these parties on its structure as a special purpose acquisition company (“SPAC”) and its criteria for an acquisition. NNAG also responded to inquiries from investment bankers or other similar professionals who represented companies engaged in either a sale or financing process. As discussed below, while Nava was not one of the initial potential targets considered by NNAG, NNAG was ultimately introduced to Nava by an investment bank, Evergreen Advisors Capital, LLC, which had reached out to NNAG in the foregoing manner. On a regular basis, NNAG’s directors were updated with respect to the status of the search for a potential target for the business combination. Input received from NNAG’s directors was material to its management’s evaluation of a potential business combination.

In evaluating potential businesses and assets for an initial business combination, NNAG’s management team considered acquisition candidates in various sectors, utilizing the Sponsor’s vast network of contacts for introductions to potential targets. NNAG generally focused on rapidly growing, highly scalable target companies with attractive unit economics in the sectors that could benefit from the expertise and capabilities of NNAG’s management team in order to create long-term stockholder value. As disclosed in the final prospectus for NNAG’s IPO, NNAG relied on the following general criteria for evaluating prospective target companies:

•        Value Creation.    We focused our efforts on identifying one or more cash-flow positive targets that have been in business for more than 10 years that we believe have significant potential for attractive risk-adjusted returns for stockholders, weighing potential growth opportunities and operational improvements in the target business against any identified downside risks.

•        Growth Potential.    We sought to acquire a business that has the potential for significant revenue and earnings growth through a combination of organic growth and potential to leverage competitive advantages.

•        Competitive Position.    We sought to acquire a business that demonstrates advantages when compared to their competitors, including the potential to disrupt the market through technology driven transformation, defensible proprietary technology, and low or manageable risks of technological obsolescence.

•        Management Team.    We sought to invest in a business that has a proven management team with a compelling strategy of selling their products or services and recruiting talent.

•        Benefit from Being a Public Company.    Our intention was to invest in a business that will benefit from being publicly listed and can effectively utilize the broader access to capital and the public profile to grow and accelerate stockholder value creation.

•        Enterprise Value.    We focused our search for a target business with an aggregate combined enterprise value of approximately $75 million to $150 million.

The foregoing criteria was chosen to increase the probability of selecting a financially stable target company with significant upside potential.

NNAG initially intended to focus on the real estate industry and, following the IPO, NNAG reached out to numerous companies in those sectors. However, due to the fact that some were not public company ready, NNAG widened its search to other industries, including technology, healthcare, and platform providers, among others, and, after comprehensive consideration, the NNAG’s Board determined that a merger with Nava was consistent with NNAG’s acquisition criteria and would be in the best interest of NNAG’s stockholders. Except with respect to the industry focus, NNAG did not make any material modifications to its acquisition criteria.

In connection with their evaluation of potential initial acquisition targets, NNAG, the NNAG Board and NNAG’s management:

•        considered and conducted an analysis of over [_] potential acquisition targets (including Nava) in collaboration with the NNAG Board, EF Hutton, the underwriter of the NNAG IPO, and industry connections;

•        entered into non-disclosure agreements with approximately [_] of such potential acquisition targets, the terms of each of which were customary and did not include standstill obligations;

•        issued initial draft letters of intent to [_] such potential acquisition targets, each of which outlined the terms of a proposed business combination, and [_] of which did not progress beyond such initial draft letter of intent; and

•        ultimately engaged in detailed discussions, due diligence and negotiations with four potential acquisition targets: Target No.1, Target No. 2. Target No. 3 and Nava.

Below is a summary list of several potential target businesses and the reasons NNAG did not pursue a business combination with them:

•        Target No. 1.    On August 26, 2023, NNAG was introduced to Target No. 1 by Tim Wertner, who is a member of the NNAG Board. Target No. 1 was an owner and operator of assisted living, memory care and nursing communities. On August 28, 2023, NNAG entered into a customary confidentiality agreement with Target No. 1 and NNAG subsequently received financial diligence materials from Target No. 1. On August 29, 2023, due to differences regarding valuation, Target No. 1 advised NNAG that it decided not to pursue the merger with NNAG.

•        Target No. 2.    On September 22, 2023, NNAG was introduced to Target No. 2 by an acquaintance of Mr. Patel, NNAG’s CEO. Target No. 2 was a company that offers restaurants and beverage companies a platform that manages point of sale, guest marketing, table reservation and other online management systems. On September 23, 2023, NNAG entered into a customary confidentiality agreement with Target No. 2 and subsequently received financial diligence materials from Target No. 2. As a result of the discussions with Target No. 2 and NNAG’s due diligence, NNAG determined to end its pursuit of Target No. 2 as a potential target due to concerns over the proposed valuation the parties could not reach agreement on certain business combination agreement terms. On September 24, 2023, NNAG notified Target No. 2 it had decided not to pursue a merger with Target No. 2.

•        Target No. 3.    On [_], 2023, NNAG was introduced to Target No. 3 by [_]. Target No. 3 was a health technology firm that provides in-house products, B2B workflow automations, and compliant data solutions. On October 2, 2023, NNAG entered into a customary confidentiality agreement with SG Benefits and NNAG subsequently received financial diligence materials from Target No. 3. Following its diligence review, NNAG ultimately ceased discussions with Target No. 3 because it did not have PCAOB audited financials and was generally not prepared to go public. The last correspondence between NNAG and Target No. 3 was on [_], 2023, and there was no further communication, negotiation, or diligence conducted after that date.

The Background of NNAG’s Interaction with Nava

On October 12, 2023, Hiren Patel, the CEO of NNAG. received an email from Rick Khor of Evergreen Advisors Capital, LLC to discuss an introduction to Nava as a potential target. On October 16, 2023, Rick Khor sent an email introducing Hiren Patel to Bernie Dancel, the CEO of Nava. Evergreen has not been involved in the negotiations between the parties to the business combination.

On October 18, 2023, Hiren Patel and Bernie Dancel had an initial conference call during which each party introduced themselves. Mr. Patel explained the business combination process for a SPAC and the target and Mr. Dancel presented an overview of the company’s future development plans.

On October 20, 2023, NNAG entered into a customary confidentiality agreement with Nava. Following the signing of the NDA, Nava provided NNAG with the Registration Statement on Form S-1 that Nava previously filed with, and was declared by effective by, the SEC in connection an initial public offering that Nava subsequently determined not to pursue due to unfavorable market conditions. In addition, Nava also provided NNAG with its audited financial statements and investor presentation. NNAG began conducting due diligence immediately following the execution of the non-disclosure of the non-disclosure agreement. The due diligence process would continue until the execution of the Merger Agreement.

On October 23, 2023, Hiren Patel and Bernie Dancel met for lunch to discuss potential LOI terms, including the following:

•        The basis on which the valuation of Nava would be based, which the parties agreed would be the projected financials of Nava

•        The parties also agreed that a component of the Merger Consideration would be contingent, subject to the achievement of the projected revenue, in order to incentivize the Nava team to meet the projected goals

•        The parties also discussed the cash required for Nava to execute its strategic plan, which Mr. Dancel indicated would be a minimum of $20 million, and therefore the LOI would have to include that amount as a minimum cash condition

On October 23, 2023, Mr. Dancel emailed Hiren Patel comparable businesses operating in the same sector as Nava and the IPO valuations of such companies. Below is the list of comparable companies provided by Mr. Dancel and the related IPO valuations:

Over the course of the following weeks, NNAG continued to conduct due diligence regarding Nava’s business, including Nava’s overall addressable market, the commercial viability of its business plan and the assumptions underlying the Projections.

Between [_], 2023 and October [_], 2022, Hiren Patel and Bernie Dancel had several telephonic discussions mainly about the management structure of the Combined Company, the strategic opportunities for business growth to the Combined Company, and how the existing management and directors of NNAG can be value-added to the Combined Company, in each case after closing of the proposed Business Combination.

Between October 26, 2023 and October 27, 2023, Hiren Patel and Bernie Dancel had telephone conversations to discuss the final financial details to be included in the letter of intent (the “LOI”). Hiren Patel emailed the NNAG Board regarding the potential target and presented the proposed terms of the LOI. Hiren Patel and Bernie Dancel discussed market multiplies and, and based on an analysis of comparable companies, Mr. Patel and Mr. Dancel concluded that a multiple of 2.73x revenue was reasonable for Nava. The valuation was based on Nava’s projected

On December 19, 2023, Loeb & Loeb, LLP, NNAG’s counsel (“Loeb & Loeb”), sent an initial draft of the Merger Agreement to Nava. Subsequently and until the execution of the Merger Agreement and related agreements, representatives of Loeb & Loeb and Nava exchanged multiple drafts of the Merger Agreement and related ancillary documents (the most significant exchanges of which are summarized in more details below), in which connection they also (x) held a number of telephone discussions regarding the Merger Agreement and other ancillary documents; and (y) had regular contact with their respective clients during this period to keep them apprised of the status of the Merger Agreement and related agreements and solicit their feedback in connection with such documents.

Between December 21, 2023 and January 8, 2024, Loeb & Loeb circulated drafts of the Parent Support Agreement, the Company Support Agreement, the Company Lock-up Agreement, the Voting Agreement, and the Non-Competition and Non-Solicitation Agreement and the Form of Registration Rights Agreement. The following are descriptions of the terms included in the drafts of the ancillary documents:

•        Company Support Agreement.    The draft provided an agreement for certain Nava stockholder to vote in favor of the approval of the Merger Agreement, approval of the business combination and the other transactions contemplated by the Merger Agreement.

•        Parent Support Agreement.    The draft provided an agreement pursuant to which the Sponsor parties would agree (i) to vote the shares of NNAG common stock held by them in favor of the approval and adoption of the Merger Agreement and the transactions contemplated thereunder, (ii) to not transfer, during the term of the Parent Support Agreement, any NNAG common stock owned by them, and (iii) to not transfer any NNAG common stock held by them in accordance with the lock-up provisions set forth in NNAG’s final prospectus filed with the U.S. Securities and Exchange Commission on August 21, 2023.

•        Registration Rights Agreement.    The draft provided an agreement pursuant to which Ascend One, the Sponsor, and EF Hutton will be entitled to register an aggregate of [_] shares of Common Stock (the “Registrable Securities”), which consist of 24,096,000 shares that will be issued to Ascend One as Merger Consideration, 2,500,000 founder shares held by the Sponsor, 75,000 representative shares held by EF Hutton, and 2,865,500 shares of common stock issuable upon exercise of the private placement warrants held by the Sponsor.

•        Company Lock-Up Agreement.    The draft provided an agreement pursuant to which Ascend One will agree to the restriction of the sale, transfer or other disposition of certain of the shares it will receive at the Closing in connection with the business combination.

•        Voting Agreement.    The draft provided an agreement pursuant to which Ascend One and the directors and officers of Nava (the “Nava Principal Stockholders”) would agree to, among other things, cause their respective shares to be voted (i) in favor of the Merger Agreement and the transactions contemplated thereby, and authorize and approve any amendment to Nava’s governing documents that is deemed necessary or advisable by Nava to effect the Merger; and (ii) against any other action would reasonably be expected to impede, interfere with or adversely affect the Merger. In addition, the draft of the Voting Agreement also required the Sponsor, among other things, to vote all shares of voting capital stock of the Combined Company that the Sponsor owns from time to time and is entitled to vote (all such shares and any successor voting securities with respect to which ownership of record or the power to vote is hereafter acquired by the Sponsor, the “Sponsor Shares”) for the election of the directors designated by Nava (the “Nava Designees”) to the board of directors of the Combined Company at each meeting of the stockholders of the Combined Company.

•        Non-Competition and Non-Solicitation Agreement.    The draft provided an agreement pursuant to which Bernie Dancel and his affiliates will agree not to compete with the Combined Company during the two-year period following the Closing and, during such two-year restricted period, not to solicit employees or customers or clients of such entities.

On January 5, 2024, NNAG formally engaged CohnReznick LLP to conduct financial due diligence on a potential business combination with Nava. However, due to cost considerations, NNAG determined that, given the financial sophistication of NNAG’s officers and directors, it was in the Company’s best interest for the NNAG management team and the NNAG Board to perform financial due diligence in connection with the business combination and not proceed with the engagement of CohnReznick LLP for that purpose.

On February 12, 2024 , NNAG and Nava executed the Merger Agreement and ancillary agreements and documentation related thereto. See “The Merger Agreement” beginning on page 78 of this proxy statement/prospectus for a discussion of the terms of the Merger Agreement. See “Additional Agreements” beginning on page 82 of this proxy statement/prospectus for additional information about the ancillary agreements and documents entered into or to be entered into in connection with the business combination.

On February 12, 2023, Hiren Patel and Bernie Dancel pre-recorded a conference call which was to be held following the announcement of the Transactions. The parties and their respective counsel also signed off on the joint signing press release.

On the morning of February 13, 2024, NNAG and Nava announced the execution of the Merger Agreement and issued the joint press release.

NNAG’s Board of Directors’ Reasons for the Approval of the Business Combination and Recommendations

The board of directors of NNAG, in evaluating the transaction with Nava, consulted with NNAG’s management and its legal counsel. In reaching its resolution (i) that the terms and conditions of the Merger Agreement and the transactions contemplated thereby, including the business combination, are advisable, fair to and in the best interests of NNAG and its stockholders and (ii) to recommend that the stockholders adopt the Merger Agreement and approve the transactions contemplated thereby, including the business combination, the board of directors of NNAG considered and evaluated a number of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the business combination, the board of directors of NNAG did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The board of directors of NNAG viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of NNAG’s reasons for the business combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 31 of this proxy statement/prospectus.

The board of directors of NNAG considered a number of factors pertaining to the business combination as generally supporting its decision to enter into the Merger Agreement and the transactions contemplated thereby. Before reaching its decision to approve the business combination, the board of directors of NNAG reviewed the results of due diligence conducted by NNAG’s management and by NNAG’s legal, financial, and advisors, which included, among other things:

•        extensive meetings with Nava’s management team;

•        research on the holistic/integrated health markets, including historical growth trends and market share information as well as end-market size and growth projections;

•        analysis of Nava’s planned expansion strategy and operations, including the underlying technology;

•        multiple expert calls with professionals regarding the market trends and competitive landscape;

•        review of Nava’s material contracts regarding financials, tax, legal, accounting, information;

•        The board of directors of NNAG concluded that Nava meets those criteria and represents an attractive business combination partner for NNAG. In particular, the board of directors of NNAG considered the following positive factors, among others:

Commercial Rationale.    The board of directors of NNAG considered the following factors related to Nava and the business combination:

•        Attractive Valuation.    At 2.73x 2025E revenue, Nava has an attractive valuation compared to valuation multiples of relevant publicly traded companies. See the section entitled “— Comparable Company Description” for additional information.

•        Financial Condition.    Nava’s balance sheet is projected to have a sizeable net cash position at close, which will provide flexibility for growth, amongst other opportunities, accelerate its expansion into other markets within the USA and internationally.

•        Strong Existing Management Team and Independent Directors.    The board of directors of NNAG considered that Nava’s management team has extensive experience in the healthcare sector, and sales and marketing and its independent directors that will continue on with the combined company have prominent backgrounds and can provide valuable continued insight.

•        Strong Sponsorship.    Following the Closing of the business combination, Nava will have a large number of long-term stockholders and a stable capital base and public platform suitable for its long-term success.

•        Terms of the Merger Agreement.    The board of directors of NNAG determined that the terms and conditions of the Merger Agreement were fair, advisable and in the best interests of NNAG and NNAG’s stockholders and were the product of negotiations among the both parties.

•        Other Alternatives.    The board of directors of NNAG’s belief is that the business combination represents the best potential business combination for NNAG based upon the process utilized to evaluate and assess other potential acquisition targets. The board of directors of NNAG also considered a variety of uncertainties and risks and other potentially negative factors concerning the business combination, including, but not limited to, the following:

•        Exclusivity.    The fact that the Merger Agreement includes an exclusivity provision that prohibits NNAG from soliciting other business combination proposals, which restricts NNAG’s ability to consider other potential business combinations to complete prior to the termination of the Merger Agreement by its terms or the completion of the business combination.

•        Stockholder Vote.    The risk that NNAG’s stockholders may fail to provide the respective votes necessary to complete the business combination.

•        Redemptions.    The risk that NNAG’s current public stockholders may redeem their Public Shares for cash in connection with consummation of the business combination, thereby reducing the amount of cash available to NNAG and potentially resulting in an inability to consummate the business combination if NNAG’s total cash proceeds, after giving effect to the PIPE Investment prior to the Closing, does not equal to or exceed $20,000,000.

•        Closing Conditions.    The fact that completion of the business combination is conditioned on the satisfaction of certain closing conditions that are not within NNAG’s control.

•        Litigation.    The possibility of litigation challenging the business combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the business combination.

•        Fairness Opinion.    The board of directors of NNAG did not receive a fairness opinion from a bank stating that the consideration to be paid in the business combination was fair to NNAG from a financial point of view.

•        Fees and Expenses.    The fees and expenses associated with completing the business combination.

•        Other Risks.    Various other risks associated with the business combination, the business of NNAG and the business of Nava described under “Risk Factors” beginning on page 32 of this proxy statement/prospectus.

The board of directors of NNAG concluded that the potential benefits that it expected NNAG and its stockholders to achieve as a result of the business combination outweighed the potentially negative factors associated with the business combination. Accordingly, the board of directors of NNAG determined that the Merger Agreement and the transactions contemplated thereby, including the business combination, were advisable, fair to, and in the best interests of, NNAG and its stockholders.

The NNAG Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Transactions. As noted above, NNAG’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and have concluded that their experience and backgrounds enabled them to make the necessary analyses and determinations regarding the Transactions. In addition, NNAG’s officers and directors and its advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the NNAG Board in valuing Nava’s business and assuming the risk that the Nava Board may not have properly valued such business.

Summary of NNAG Financial and Valuation Analyses

The following is a summary of the material financial and valuation analyses presented to and reviewed by the board of directors of NNAG in connection with the valuation of Nava in the business combination. The summary set forth below does not purport to be a complete description of the financial and valuation analyses reviewed or factors considered by NNAG’s management, nor does the order of the financial analyses described represent the relative

importance or weight given to those financial analyses by the board of directors of NNAG. NNAG may have deemed various assumptions more or less probable than other assumptions. Some of the summaries of the financial analyses set forth below include information presented in tabular format. Considering the data in the tables specified below without considering all financial analyses or factors or the full narrative description of such analyses or factors, including the methodologies and assumptions underlying such analyses or factors, could create a misleading or incomplete view of the processes underlying NNAG’s financial analyses and the recommendation of the board of directors of NNAG.

The valuation analyses reviewed by the board of directors of NNAG were conducted based upon numerous material assumptions with respect to, among other things, the market size, commercial efforts, industry performance, general business and economic conditions and numerous other matters, many of which are beyond the control of NNAG, Nava or any other parties to the business combination. None of NNAG, Nava or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of Nava do not purport to be appraisals or reflect the prices at which Nava shares may actually be valued or trade in the open market after the consummation of the business combination. Accordingly, the assumptions and estimates used in, and the results derived from, the financial analysis are inherently subject to substantial uncertainty. The following quantitative information, to the extent that it is based on market data, is not necessarily indicative of current market conditions.

Comparable Company Description

In order to assess how the public market values shares of similar publicly-traded companies and to provide a range of implied equity values per share of Nava common stock by reference to those companies, which could then be used to calculate ranges of implied equity value per share, the NNAG Board reviewed and compared specific financial data relating to Nava with selected companies that Nava, based on its experience in the integrated healthcare and consumer wellness industries, deemed comparable to Nava. The NNAG Board also reviewed certain private companies in similar industries to Nava as part of its due diligence, to the extent financial data was available, but such companies are not included in the analysis below. The selected comparable companies were: