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NEW YORK STOCK EXCHANGE

A subsidiary of Intercontinental Exchange, Inc.

11 Wall Street New York, New York 10005

NYSE Listings Division

February 8, 2024

VIA ELECTRONIC MAIL AND Sundial Data Systems

Dr. Nathaniel Rourke Chairman & Chief Executive Officer Arbor Health Technologies Inc. 275 Kendall Avenue, Suite 1400 Cambridge, MA 02142

cc: Rachel Moynihan, General Counsel & Corporate Secretary Arbor Health Technologies Inc. 275 Kendall Avenue, Suite 1400 Cambridge, MA 02142

cc: Theodore Langston, Esq. Calderwood & Harkness LLP 125 Broad Street New York, NY 10004 (Counsel to the Company)

Re: Application for Listing — Arbor Health Technologies Inc. — Common Stock, par value $0.001 per share — Ticker Symbol: ARHT

Dear Dr. Rourke:

1. Approval of Listing Application

The New York Stock Exchange (the "NYSE" or the "Exchange") has completed its review of the original listing application, together with all supplemental materials, exhibits, and amendments thereto (collectively, the "Application"), submitted by Arbor Health Technologies Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), requesting the listing of the Company's shares of common stock, par value $0.001 per share (the "Common Stock"), on the New York Stock Exchange.

We are pleased to inform you that the NYSE has approved the Application for listing of the Company's Common Stock on the New York Stock Exchange, subject to the official notice of issuance of the shares and the satisfaction of all conditions described in Section 5 of this letter. The following identifiers have been assigned to the Company's Common Stock:

The approval set forth in this letter is conditioned upon the Company's full and timely satisfaction of each of the conditions described herein. This approval does not become effective, and listing of the Common Stock on the NYSE shall not commence, until the NYSE has received satisfactory evidence that all such conditions have been met and the Exchange has confirmed the listing date.

2. Shares Authorized for Listing

Based on the information set forth in the Application and in the Company's Registration Statement on Form S-1 (File No. 333-276841) as filed with the Securities and Exchange Commission (the "SEC") (the "Registration Statement"), the NYSE has authorized the following shares of Common Stock for listing on the Exchange:

(a) Up to 20,000,000 shares of Common Stock to be issued and sold by the Company in its initial public offering (the "IPO" or the "Offering") as described in the Registration Statement and the prospectus forming a part thereof;

(b) Up to 3,000,000 additional shares of Common Stock issuable upon the exercise of the underwriters' option to purchase additional shares (the "Overallotment Option") as described in the Registration Statement; and

(c) Accordingly, the total number of shares of Common Stock authorized for listing in connection with the IPO is up to 23,000,000 shares.

The NYSE notes that upon completion of the Offering (assuming full exercise of the Overallotment Option), the Company will have approximately 103,000,000 shares of Common Stock issued and outstanding. This figure includes approximately 80,000,000 shares of Common Stock that were outstanding prior to the Offering (after giving effect to the conversion of all outstanding shares of the Company's preferred stock into shares of Common Stock, as described in the Registration Statement).

The Company's Amended and Restated Certificate of Incorporation, which is to be filed with the Secretary of State of the State of Delaware in connection with the closing of the Offering, authorizes the issuance of up to 400,000,000 shares of Common Stock and up to 50,000,000 shares of preferred stock, par value $0.001 per share. The NYSE's approval set forth in this letter extends only to the shares specifically described in clauses (a) through (c) above. Any additional shares of Common Stock that the Company may issue in the future, including but not limited to shares reserved for issuance under the Company's equity compensation plans — specifically, the 2024 Equity Incentive Plan (10,300,000 shares reserved), the 2024 Employee Stock Purchase Plan (2,060,000 shares reserved), and any remaining outstanding options under the 2014 Stock Incentive Plan — will require the filing and approval of supplemental listing applications in accordance with the requirements of the NYSE Listed Company Manual. The Company is reminded that supplemental listing applications must be filed with the Exchange in advance of the issuance of such additional shares and in compliance with the timing and procedural requirements set forth in Section 703.01 of the NYSE Listed Company Manual.

3. Listing Standards Compliance

Based upon the NYSE's review of the Application, the Registration Statement, and all supplemental materials provided by the Company, the Exchange has determined that the Company meets the applicable quantitative and qualitative listing standards set forth in the NYSE Listed Company Manual (the "Manual"), including the initial listing standards applicable to domestic companies. In making this determination, the NYSE considered the following factors, among others:

Market Capitalization. Based on an initial public offering price of $20.00 per share (the midpoint of the estimated price range set forth in the Registration Statement) and 103,000,000 shares of Common Stock expected to be outstanding upon completion of the Offering (assuming full exercise of the Overallotment Option), the Company's post-IPO aggregate market capitalization is estimated to be approximately $2,060,000,000. This exceeds the applicable minimum market capitalization thresholds set forth in Section 102.01C of the Manual. The NYSE notes that this figure is based on the assumed offering price and share count described above, and that the actual market capitalization at the time of listing will depend upon the final offering price and the actual number of shares sold.

Public Float. Following the completion of the Offering (assuming full exercise of the Overallotment Option), approximately 23,000,000 shares of Common Stock will be held by public stockholders (exclusive of shares held by directors, officers, and holders of 10% or more of the Company's outstanding Common Stock). This public float satisfies the minimum requirements set forth in Section 102.01A of the Manual, which requires a minimum of 1,100,000 publicly held shares with an aggregate market value of at least $40,000,000.

Distribution Standards. The Company has represented in the Application that it expects to have a sufficient number of holders of round lots (holders of 100 or more shares) of Common Stock upon completion of the Offering to satisfy the minimum distribution requirements set forth in Section 102.01A of the Manual, which requires a minimum of 400 holders of round lots. The NYSE has relied upon this representation, and the Company is expected to confirm compliance with this standard upon completion of the Offering.

Financial Standards. The NYSE has determined that the Company satisfies the applicable financial standards for initial listing as set forth in Section 102.01C of the Manual, based upon the audited and unaudited financial statements and financial data presented in the Registration Statement. In particular, the NYSE notes the following: (i) the Company reported total revenue of approximately $612.4 million for the fiscal year ended December 31, 2023 ("FY2023"); (ii) the Company reported net income of approximately $41.3 million for FY2023; and (iii) the Company has demonstrated a track record of revenue growth and operational performance consistent with the applicable financial listing criteria, including the aggregate pre-tax earnings test, the global market capitalization test, and the revenue test. The NYSE's assessment of the Company's compliance with the financial listing standards was based on information provided in the Registration Statement and the Application, and the NYSE has relied upon the accuracy and completeness of such information.

The NYSE's determination that the Company meets the applicable listing standards is based upon the facts and circumstances as represented by the Company as of the date of this letter. The NYSE reserves the right to re-evaluate the Company's compliance with the applicable listing standards at any time, including upon the completion of the Offering, and to take such action as the Exchange deems appropriate if the Company is found not to be in compliance.

4. Corporate Governance Requirements

The NYSE has reviewed the Company's corporate governance framework for compliance with Section 303A of the NYSE Listed Company Manual (the "Corporate Governance Standards"). Based on this review, the NYSE has determined as follows:

Independent Directors. The Company has identified Carolyn Whittemore and Dr. Samuel Obadina as independent directors within the meaning of Section 303A.02 of the Manual. The NYSE acknowledges that the Company intends to rely on the phase-in rules applicable to newly listed companies under Section 303A.00 of the Manual with respect to the composition of its board of directors (the "Board"). Specifically, the Company has noted that Howard Feng, a designee of Ridgeline Growth Equity, LLC ("Ridgeline"), serves as a member of the Board. Ridgeline holds approximately 15.53% of the Company's post-IPO shares of Common Stock (assuming full exercise of the Overallotment Option). The Company has provided an analysis of its eligibility for the controlled company exception under Section 303A.00 of the Manual with respect to Mr. Feng's service on the Board and on certain committees of the Board. The NYSE has accepted this analysis for purposes of this listing approval, subject to the Company's ongoing obligation to comply with the independence requirements set forth in the Manual within the applicable phase-in periods.

Audit Committee. The Company has established an Audit Committee of the Board composed of the following members: Carolyn Whittemore (Chair), Dr. Samuel Obadina, and Howard Feng. The Company has adopted an Audit Committee Charter that has been reviewed by the NYSE and found to be consistent with the requirements of Section 303A.07 of the Manual. The Company has represented that it is in compliance with the requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including the independence requirements applicable to audit committee members. The Company has further represented that at least one member of the Audit Committee qualifies as an "audit committee financial expert" within the meaning of Item 407(d)(5) of Regulation S-K promulgated by the SEC. The NYSE has accepted these representations for purposes of this listing approval.

Compensation Committee. The Company has established a Compensation Committee of the Board composed of the following members: Dr. Samuel Obadina (Chair), Diana Coltrane, and Carolyn Whittemore. The Company has adopted a Compensation Committee Charter that has been reviewed by the NYSE and found to be compliant with Section 303A.05 of the Manual, including the requirements for independence of compensation committee members and the committee's authority and responsibilities with respect to executive compensation.

Nominating and Corporate Governance Committee. The Company has established a Nominating and Corporate Governance Committee of the Board composed of the following members: Leonard Corbett (Chair), Howard Feng, and Dr. Samuel Obadina. The Company has adopted a Nominating and Corporate Governance Committee Charter that has been reviewed by the NYSE and found to be compliant with Section 303A.04 of the Manual, including the requirements pertaining to director nomination processes and the oversight of corporate governance practices.

Code of Business Conduct and Ethics. The Company has adopted a Code of Business Conduct and Ethics (the "Code") applicable to all employees, officers, and directors of the Company and its subsidiaries. The Code has been reviewed by the NYSE and found to be in compliance with Section 303A.10 of the Manual. The Code addresses, among other things, conflicts of interest, corporate opportunities, confidentiality, fair dealing, protection and proper use of Company assets, compliance with laws, rules and regulations (including insider trading laws), and the reporting of any illegal or unethical behavior.

Corporate Governance Guidelines. The Company has adopted Corporate Governance Guidelines in compliance with Section 303A.09 of the Manual. The Corporate Governance Guidelines address director qualification standards, director responsibilities, director access to management and independent advisors, director compensation, director orientation and continuing education, management succession, and the annual performance evaluation of the Board.

The NYSE's review of the Company's corporate governance framework is based on the documents and representations provided by the Company in the Application and supplemental materials. The Company is reminded of its ongoing obligation to comply with all applicable corporate governance requirements set forth in the Manual, including the phase-in provisions for newly listed companies, and to promptly notify the NYSE of any material changes to its corporate governance framework.

5. Conditions to Listing

The listing of the Company's Common Stock on the NYSE is subject to the satisfaction of the following conditions prior to the commencement of trading:

1. Effectiveness of Registration Statement. The Registration Statement on Form S-1 (File No. 333-276841) shall have been declared effective by the SEC, and no stop order suspending the effectiveness of the Registration Statement shall have been issued and remain in effect.

2. Completion of the Offering. The Company shall have completed the initial public offering of shares of Common Stock as described in the Registration Statement and the final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act").

3. Official Notice of Issuance. The Company shall provide official notice of issuance to the NYSE, in the form prescribed by the Exchange, confirming the actual number of shares of Common Stock issued in the Offering, the final offering price per share, the actual exercise (if any) of the Overallotment Option, and the closing date of the Offering.

4. Filing of Amended and Restated Certificate of Incorporation. The Company shall have filed its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, in the form previously provided to the NYSE, reflecting the Company's authorized capital structure as described in the Registration Statement and in Section 2 of this letter.

5. Execution of Listing Agreement. The Company shall have duly executed and delivered to the NYSE a listing agreement in the form previously submitted to and approved by the Exchange, pursuant to which the Company agrees to comply with all applicable provisions of the Manual and all other rules and regulations of the NYSE.

6. Transfer Agent and Registrar. The Company shall have designated Continental Share Services, Inc. as its transfer agent and registrar for the Common Stock. Continental Share Services, Inc. is an approved transfer agent under NYSE rules, and the Company shall maintain such designation unless a change is approved in advance by the NYSE.

7. Payment of Listing Fees. The Company shall pay to the NYSE all applicable listing fees in connection with the listing of the Common Stock, including the original listing fee of approximately $295,000, calculated in accordance with the fee schedule set forth in Section 902.02 of the Manual. Payment shall be made by wire transfer to the account designated by the NYSE and must be received prior to the commencement of trading.

8. Compliance with NYSE Listed Company Manual. The Company shall comply with all applicable provisions of the Manual from and after the date of listing, including without limitation all provisions relating to disclosure, corporate governance, financial reporting, and shareholder approval of certain corporate actions.

The NYSE reserves the right to impose additional conditions to listing as it deems necessary or appropriate in its sole discretion.

6. Ongoing Obligations

Upon the listing of the Company's Common Stock on the NYSE, the Company will be subject to the ongoing requirements of the Manual, including but not limited to the following:

• Periodic Reporting. The timely filing with the SEC of all periodic and current reports required under the Exchange Act, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and the timely submission of copies thereof to the NYSE as required by the Manual.

• Corporate Governance Compliance. Ongoing compliance with the NYSE Corporate Governance Standards set forth in Section 303A of the Manual, including the phase-in provisions applicable to newly listed companies. The Company is reminded that certain phase-in periods will expire within one year following the date of listing, and the Company must ensure that it is in full compliance with all applicable corporate governance requirements by the end of the applicable phase-in periods.

• Annual Listing Fees. Payment of annual listing fees to the NYSE in accordance with the fee schedule set forth in Section 902.03 of the Manual, which fees are based on the number of listed shares and are invoiced annually by the Exchange.

• Prompt Notification of Material Events. The Company shall promptly notify the NYSE of any material events that may affect the Company's compliance with listing standards, including but not limited to: (i) any changes in the number of authorized or outstanding shares of Common Stock; (ii) any changes to the composition of the Board or the Company's executive officers; (iii) any change in the Company's transfer agent or registrar; (iv) any restatement of the Company's financial statements; (v) any event requiring the filing of a Current Report on Form 8-K; and (vi) any other events that may affect the Company's compliance with the listing standards set forth in the Manual.

• Supplemental Listing Applications. Compliance with NYSE rules regarding the filing and approval of supplemental listing applications for the issuance of additional shares of Common Stock or other securities, including shares issuable under the Company's 2024 Equity Incentive Plan and 2024 Employee Stock Purchase Plan. Supplemental listing applications must be filed in advance of the issuance of such additional shares, in accordance with the requirements of Section 703.01 of the Manual.

The foregoing is a summary of certain ongoing obligations and is not intended to be a comprehensive description of all requirements applicable to the Company as a listed company. The Company is responsible for familiarizing itself with, and complying with, all applicable provisions of the Manual.

7. Representations by the Company

In approving the Application, the NYSE has relied upon the representations and certifications made by the Company in the Application and in all supplemental materials submitted to the Exchange, including without limitation the following representations:

(a) That the Company meets all applicable initial listing standards as set forth in the Manual, including the quantitative and qualitative criteria described in Sections 102.01 through 102.01C of the Manual;

(b) That all information provided by the Company in the Application, the supplemental materials, and in connection with the NYSE's review of the Application is true, correct, and complete in all material respects as of the date provided, and that the Company has not omitted any information that would be necessary to make the information provided not misleading;

(c) That the Company agrees to comply with all applicable listing requirements of the NYSE on an ongoing basis, including but not limited to all provisions of the Manual, the listing agreement, and all applicable rules and regulations of the Exchange; and

(d) That the Company will promptly notify the NYSE if any of the foregoing representations ceases to be true and correct in all material respects or if any event occurs that could reasonably be expected to affect the Company's compliance with the listing standards.

The NYSE's approval of the Application is expressly conditioned upon the continued accuracy and completeness of the foregoing representations.

8. Reservation of Rights

This letter constitutes notice of the NYSE's conditional approval of the Application and does not constitute a guarantee that the Common Stock will be listed on the NYSE. The NYSE expressly reserves the right to withdraw or suspend its approval of the listing if:

(a) The Company fails to satisfy any of the conditions to listing set forth in Section 5 of this letter within the time periods specified by the Exchange or within a reasonable time following the date of this letter;

(b) Any representations or certifications made by the Company in the Application or in any supplemental materials are found to be materially inaccurate, incomplete, or misleading;

(c) The Offering is not completed within a reasonable time following the date of this letter, as determined by the NYSE in its sole discretion; or

(d) Any other circumstances arise that, in the judgment of the NYSE, make the listing of the Common Stock on the Exchange inadvisable or inconsistent with the public interest or the protection of investors.

In addition, the NYSE retains its full discretionary authority under the Manual to take any action with respect to the listing of the Company's Common Stock that it deems appropriate, including but not limited to the suspension or delisting of the Common Stock, in accordance with the procedures set forth in the Manual. Nothing in this letter shall be construed to limit or restrict the NYSE's exercise of such authority.

9. Contact Information

If you have any questions regarding the listing of the Company's Common Stock on the NYSE, or if you require any additional information regarding the conditions to listing or the Company's ongoing obligations under the Manual, please do not hesitate to contact the NYSE Listings Division at the following:

Victoria S. Chen Director, NYSE Listings New York Stock Exchange 11 Wall Street, New York, New York 10005 Telephone: (212) 656-5734

Email: victoria.chen@nyse.com

On behalf of the New York Stock Exchange, we congratulate Arbor Health Technologies Inc. on this significant milestone and warmly welcome the Company to the NYSE community. We look forward to supporting the Company as it begins the next chapter of its growth as a publicly listed company.

Very truly yours,

NEW YORK STOCK EXCHANGE

By: ________

Name: James R. Kavanaugh

Title: Vice President, NYSE Listings & Issuer Services

New York Stock Exchange

Enclosures:

• Form of Listing Agreement (previously circulated)

• NYSE Fee Schedule — Original Listing

cc:

Calderwood & Harkness LLP — Theodore Langston, Esq. 125 Broad Street, New York, NY 10004

Meridian Hale & Quivorn LLP — Graham Neville, Esq.

Whitfield Barrow & Co., LLC — Jonathan Pritchett

Continental Share Services, Inc.

This letter and the information contained herein are confidential and are intended solely for the use of the addressee and the parties listed in the copy distribution above. Any unauthorized use, distribution, or disclosure of this letter is strictly prohibited.

Item	Detail
Ticker Symbol	ARHT
CUSIP Number	039217105
SEC File Number	333-276841

NEW YORK STOCK EXCHANGE
A subsidiary of Intercontinental Exchange, Inc.
11 Wall Street New York, New York 10005
NYSE Listings Division
February 8, 2024
VIA ELECTRONIC MAIL AND Sundial Data Systems
Dr. Nathaniel Rourke Chairman & Chief Executive Officer Arbor Health Technologies Inc. 275 Kendall Avenue, Suite 1400 Cambridge, MA 02142
cc: Rachel Moynihan, General Counsel & Corporate Secretary Arbor Health Technologies Inc. 275 Kendall Avenue, Suite 1400 Cambridge, MA 02142
cc: Theodore Langston, Esq. Calderwood & Harkness LLP 125 Broad Street New York, NY 10004 (Counsel to the Company)
Re: Application for Listing — Arbor Health Technologies Inc. — Common Stock, par value $0.001 per share — Ticker Symbol: ARHT
Dear Dr. Rourke:
1. Approval of Listing Application
The New York Stock Exchange (the "NYSE" or the "Exchange") has completed its review of the original listing application, together with all supplemental materials, exhibits, and amendments thereto (collectively, the "Application"), submitted by Arbor Health Technologies Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), requesting the listing of the Company's shares of common stock, par value $0.001 per share (the "Common Stock"), on the New York Stock Exchange.
We are pleased to inform you that the NYSE has approved the Application for listing of the Company's Common Stock on the New York Stock Exchange, subject to the official notice of issuance of the shares and the satisfaction of all conditions described in Section 5 of this letter. The following identifiers have been assigned to the Company's Common Stock:
The approval set forth in this letter is conditioned upon the Company's full and timely satisfaction of each of the conditions described herein. This approval does not become effective, and listing of the Common Stock on the NYSE shall not commence, until the NYSE has received satisfactory evidence that all such conditions have been met and the Exchange has confirmed the listing date.
2. Shares Authorized for Listing
Based on the information set forth in the Application and in the Company's Registration Statement on Form S-1 (File No. 333-276841) as filed with the Securities and Exchange Commission (the "SEC") (the "Registration Statement"), the NYSE has authorized the following shares of Common Stock for listing on the Exchange:
(a) Up to 20,000,000 shares of Common Stock to be issued and sold by the Company in its initial public offering (the "IPO" or the "Offering") as described in the Registration Statement and the prospectus forming a part thereof;
(b) Up to 3,000,000 additional shares of Common Stock issuable upon the exercise of the underwriters' option to purchase additional shares (the "Overallotment Option") as described in the Registration Statement; and
(c) Accordingly, the total number of shares of Common Stock authorized for listing in connection with the IPO is up to 23,000,000 shares.
The NYSE notes that upon completion of the Offering (assuming full exercise of the Overallotment Option), the Company will have approximately 103,000,000 shares of Common Stock issued and outstanding. This figure includes approximately 80,000,000 shares of Common Stock that were outstanding prior to the Offering (after giving effect to the conversion of all outstanding shares of the Company's preferred stock into shares of Common Stock, as described in the Registration Statement).
The Company's Amended and Restated Certificate of Incorporation, which is to be filed with the Secretary of State of the State of Delaware in connection with the closing of the Offering, authorizes the issuance of up to 400,000,000 shares of Common Stock and up to 50,000,000 shares of preferred stock, par value $0.001 per share. The NYSE's approval set forth in this letter extends only to the shares specifically described in clauses (a) through (c) above. Any additional shares of Common Stock that the Company may issue in the future, including but not limited to shares reserved for issuance under the Company's equity compensation plans — specifically, the 2024 Equity Incentive Plan (10,300,000 shares reserved), the 2024 Employee Stock Purchase Plan (2,060,000 shares reserved), and any remaining outstanding options under the 2014 Stock Incentive Plan — will require the filing and approval of supplemental listing applications in accordance with the requirements of the NYSE Listed Company Manual. The Company is reminded that supplemental listing applications must be filed with the Exchange in advance of the issuance of such additional shares and in compliance with the timing and procedural requirements set forth in Section 703.01 of the NYSE Listed Company Manual.
3. Listing Standards Compliance
Based upon the NYSE's review of the Application, the Registration Statement, and all supplemental materials provided by the Company, the Exchange has determined that the Company meets the applicable quantitative and qualitative listing standards set forth in the NYSE Listed Company Manual (the "Manual"), including the initial listing standards applicable to domestic companies. In making this determination, the NYSE considered the following factors, among others:
Market Capitalization. Based on an initial public offering price of $20.00 per share (the midpoint of the estimated price range set forth in the Registration Statement) and 103,000,000 shares of Common Stock expected to be outstanding upon completion of the Offering (assuming full exercise of the Overallotment Option), the Company's post-IPO aggregate market capitalization is estimated to be approximately $2,060,000,000. This exceeds the applicable minimum market capitalization thresholds set forth in Section 102.01C of the Manual. The NYSE notes that this figure is based on the assumed offering price and share count described above, and that the actual market capitalization at the time of listing will depend upon the final offering price and the actual number of shares sold.
Public Float. Following the completion of the Offering (assuming full exercise of the Overallotment Option), approximately 23,000,000 shares of Common Stock will be held by public stockholders (exclusive of shares held by directors, officers, and holders of 10% or more of the Company's outstanding Common Stock). This public float satisfies the minimum requirements set forth in Section 102.01A of the Manual, which requires a minimum of 1,100,000 publicly held shares with an aggregate market value of at least $40,000,000.
Distribution Standards. The Company has represented in the Application that it expects to have a sufficient number of holders of round lots (holders of 100 or more shares) of Common Stock upon completion of the Offering to satisfy the minimum distribution requirements set forth in Section 102.01A of the Manual, which requires a minimum of 400 holders of round lots. The NYSE has relied upon this representation, and the Company is expected to confirm compliance with this standard upon completion of the Offering.
Financial Standards. The NYSE has determined that the Company satisfies the applicable financial standards for initial listing as set forth in Section 102.01C of the Manual, based upon the audited and unaudited financial statements and financial data presented in the Registration Statement. In particular, the NYSE notes the following: (i) the Company reported total revenue of approximately $612.4 million for the fiscal year ended December 31, 2023 ("FY2023"); (ii) the Company reported net income of approximately $41.3 million for FY2023; and (iii) the Company has demonstrated a track record of revenue growth and operational performance consistent with the applicable financial listing criteria, including the aggregate pre-tax earnings test, the global market capitalization test, and the revenue test. The NYSE's assessment of the Company's compliance with the financial listing standards was based on information provided in the Registration Statement and the Application, and the NYSE has relied upon the accuracy and completeness of such information.
The NYSE's determination that the Company meets the applicable listing standards is based upon the facts and circumstances as represented by the Company as of the date of this letter. The NYSE reserves the right to re-evaluate the Company's compliance with the applicable listing standards at any time, including upon the completion of the Offering, and to take such action as the Exchange deems appropriate if the Company is found not to be in compliance.
4. Corporate Governance Requirements
The NYSE has reviewed the Company's corporate governance framework for compliance with Section 303A of the NYSE Listed Company Manual (the "Corporate Governance Standards"). Based on this review, the NYSE has determined as follows:
Independent Directors. The Company has identified Carolyn Whittemore and Dr. Samuel Obadina as independent directors within the meaning of Section 303A.02 of the Manual. The NYSE acknowledges that the Company intends to rely on the phase-in rules applicable to newly listed companies under Section 303A.00 of the Manual with respect to the composition of its board of directors (the "Board"). Specifically, the Company has noted that Howard Feng, a designee of Ridgeline Growth Equity, LLC ("Ridgeline"), serves as a member of the Board. Ridgeline holds approximately 15.53% of the Company's post-IPO shares of Common Stock (assuming full exercise of the Overallotment Option). The Company has provided an analysis of its eligibility for the controlled company exception under Section 303A.00 of the Manual with respect to Mr. Feng's service on the Board and on certain committees of the Board. The NYSE has accepted this analysis for purposes of this listing approval, subject to the Company's ongoing obligation to comply with the independence requirements set forth in the Manual within the applicable phase-in periods.
Audit Committee. The Company has established an Audit Committee of the Board composed of the following members: Carolyn Whittemore (Chair), Dr. Samuel Obadina, and Howard Feng. The Company has adopted an Audit Committee Charter that has been reviewed by the NYSE and found to be consistent with the requirements of Section 303A.07 of the Manual. The Company has represented that it is in compliance with the requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including the independence requirements applicable to audit committee members. The Company has further represented that at least one member of the Audit Committee qualifies as an "audit committee financial expert" within the meaning of Item 407(d)(5) of Regulation S-K promulgated by the SEC. The NYSE has accepted these representations for purposes of this listing approval.
Compensation Committee. The Company has established a Compensation Committee of the Board composed of the following members: Dr. Samuel Obadina (Chair), Diana Coltrane, and Carolyn Whittemore. The Company has adopted a Compensation Committee Charter that has been reviewed by the NYSE and found to be compliant with Section 303A.05 of the Manual, including the requirements for independence of compensation committee members and the committee's authority and responsibilities with respect to executive compensation.
Nominating and Corporate Governance Committee. The Company has established a Nominating and Corporate Governance Committee of the Board composed of the following members: Leonard Corbett (Chair), Howard Feng, and Dr. Samuel Obadina. The Company has adopted a Nominating and Corporate Governance Committee Charter that has been reviewed by the NYSE and found to be compliant with Section 303A.04 of the Manual, including the requirements pertaining to director nomination processes and the oversight of corporate governance practices.
Code of Business Conduct and Ethics. The Company has adopted a Code of Business Conduct and Ethics (the "Code") applicable to all employees, officers, and directors of the Company and its subsidiaries. The Code has been reviewed by the NYSE and found to be in compliance with Section 303A.10 of the Manual. The Code addresses, among other things, conflicts of interest, corporate opportunities, confidentiality, fair dealing, protection and proper use of Company assets, compliance with laws, rules and regulations (including insider trading laws), and the reporting of any illegal or unethical behavior.
Corporate Governance Guidelines. The Company has adopted Corporate Governance Guidelines in compliance with Section 303A.09 of the Manual. The Corporate Governance Guidelines address director qualification standards, director responsibilities, director access to management and independent advisors, director compensation, director orientation and continuing education, management succession, and the annual performance evaluation of the Board.
The NYSE's review of the Company's corporate governance framework is based on the documents and representations provided by the Company in the Application and supplemental materials. The Company is reminded of its ongoing obligation to comply with all applicable corporate governance requirements set forth in the Manual, including the phase-in provisions for newly listed companies, and to promptly notify the NYSE of any material changes to its corporate governance framework.
5. Conditions to Listing
The listing of the Company's Common Stock on the NYSE is subject to the satisfaction of the following conditions prior to the commencement of trading:
1. Effectiveness of Registration Statement. The Registration Statement on Form S-1 (File No. 333-276841) shall have been declared effective by the SEC, and no stop order suspending the effectiveness of the Registration Statement shall have been issued and remain in effect.
2. Completion of the Offering. The Company shall have completed the initial public offering of shares of Common Stock as described in the Registration Statement and the final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act").
3. Official Notice of Issuance. The Company shall provide official notice of issuance to the NYSE, in the form prescribed by the Exchange, confirming the actual number of shares of Common Stock issued in the Offering, the final offering price per share, the actual exercise (if any) of the Overallotment Option, and the closing date of the Offering.
4. Filing of Amended and Restated Certificate of Incorporation. The Company shall have filed its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, in the form previously provided to the NYSE, reflecting the Company's authorized capital structure as described in the Registration Statement and in Section 2 of this letter.
5. Execution of Listing Agreement. The Company shall have duly executed and delivered to the NYSE a listing agreement in the form previously submitted to and approved by the Exchange, pursuant to which the Company agrees to comply with all applicable provisions of the Manual and all other rules and regulations of the NYSE.
6. Transfer Agent and Registrar. The Company shall have designated Continental Share Services, Inc. as its transfer agent and registrar for the Common Stock. Continental Share Services, Inc. is an approved transfer agent under NYSE rules, and the Company shall maintain such designation unless a change is approved in advance by the NYSE.
7. Payment of Listing Fees. The Company shall pay to the NYSE all applicable listing fees in connection with the listing of the Common Stock, including the original listing fee of approximately $295,000, calculated in accordance with the fee schedule set forth in Section 902.02 of the Manual. Payment shall be made by wire transfer to the account designated by the NYSE and must be received prior to the commencement of trading.
8. Compliance with NYSE Listed Company Manual. The Company shall comply with all applicable provisions of the Manual from and after the date of listing, including without limitation all provisions relating to disclosure, corporate governance, financial reporting, and shareholder approval of certain corporate actions.
The NYSE reserves the right to impose additional conditions to listing as it deems necessary or appropriate in its sole discretion.
6. Ongoing Obligations
Upon the listing of the Company's Common Stock on the NYSE, the Company will be subject to the ongoing requirements of the Manual, including but not limited to the following:
• Periodic Reporting. The timely filing with the SEC of all periodic and current reports required under the Exchange Act, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and the timely submission of copies thereof to the NYSE as required by the Manual.
• Corporate Governance Compliance. Ongoing compliance with the NYSE Corporate Governance Standards set forth in Section 303A of the Manual, including the phase-in provisions applicable to newly listed companies. The Company is reminded that certain phase-in periods will expire within one year following the date of listing, and the Company must ensure that it is in full compliance with all applicable corporate governance requirements by the end of the applicable phase-in periods.
• Annual Listing Fees. Payment of annual listing fees to the NYSE in accordance with the fee schedule set forth in Section 902.03 of the Manual, which fees are based on the number of listed shares and are invoiced annually by the Exchange.
• Prompt Notification of Material Events. The Company shall promptly notify the NYSE of any material events that may affect the Company's compliance with listing standards, including but not limited to: (i) any changes in the number of authorized or outstanding shares of Common Stock; (ii) any changes to the composition of the Board or the Company's executive officers; (iii) any change in the Company's transfer agent or registrar; (iv) any restatement of the Company's financial statements; (v) any event requiring the filing of a Current Report on Form 8-K; and (vi) any other events that may affect the Company's compliance with the listing standards set forth in the Manual.
• Supplemental Listing Applications. Compliance with NYSE rules regarding the filing and approval of supplemental listing applications for the issuance of additional shares of Common Stock or other securities, including shares issuable under the Company's 2024 Equity Incentive Plan and 2024 Employee Stock Purchase Plan. Supplemental listing applications must be filed in advance of the issuance of such additional shares, in accordance with the requirements of Section 703.01 of the Manual.
The foregoing is a summary of certain ongoing obligations and is not intended to be a comprehensive description of all requirements applicable to the Company as a listed company. The Company is responsible for familiarizing itself with, and complying with, all applicable provisions of the Manual.
7. Representations by the Company
In approving the Application, the NYSE has relied upon the representations and certifications made by the Company in the Application and in all supplemental materials submitted to the Exchange, including without limitation the following representations:
(a) That the Company meets all applicable initial listing standards as set forth in the Manual, including the quantitative and qualitative criteria described in Sections 102.01 through 102.01C of the Manual;
(b) That all information provided by the Company in the Application, the supplemental materials, and in connection with the NYSE's review of the Application is true, correct, and complete in all material respects as of the date provided, and that the Company has not omitted any information that would be necessary to make the information provided not misleading;
(c) That the Company agrees to comply with all applicable listing requirements of the NYSE on an ongoing basis, including but not limited to all provisions of the Manual, the listing agreement, and all applicable rules and regulations of the Exchange; and
(d) That the Company will promptly notify the NYSE if any of the foregoing representations ceases to be true and correct in all material respects or if any event occurs that could reasonably be expected to affect the Company's compliance with the listing standards.
The NYSE's approval of the Application is expressly conditioned upon the continued accuracy and completeness of the foregoing representations.
8. Reservation of Rights
This letter constitutes notice of the NYSE's conditional approval of the Application and does not constitute a guarantee that the Common Stock will be listed on the NYSE. The NYSE expressly reserves the right to withdraw or suspend its approval of the listing if:
(a) The Company fails to satisfy any of the conditions to listing set forth in Section 5 of this letter within the time periods specified by the Exchange or within a reasonable time following the date of this letter;
(b) Any representations or certifications made by the Company in the Application or in any supplemental materials are found to be materially inaccurate, incomplete, or misleading;
(c) The Offering is not completed within a reasonable time following the date of this letter, as determined by the NYSE in its sole discretion; or
(d) Any other circumstances arise that, in the judgment of the NYSE, make the listing of the Common Stock on the Exchange inadvisable or inconsistent with the public interest or the protection of investors.
In addition, the NYSE retains its full discretionary authority under the Manual to take any action with respect to the listing of the Company's Common Stock that it deems appropriate, including but not limited to the suspension or delisting of the Common Stock, in accordance with the procedures set forth in the Manual. Nothing in this letter shall be construed to limit or restrict the NYSE's exercise of such authority.
9. Contact Information
If you have any questions regarding the listing of the Company's Common Stock on the NYSE, or if you require any additional information regarding the conditions to listing or the Company's ongoing obligations under the Manual, please do not hesitate to contact the NYSE Listings Division at the following:
Victoria S. Chen Director, NYSE Listings New York Stock Exchange 11 Wall Street, New York, New York 10005 Telephone: (212) 656-5734
Email: victoria.chen@nyse.com
On behalf of the New York Stock Exchange, we congratulate Arbor Health Technologies Inc. on this significant milestone and warmly welcome the Company to the NYSE community. We look forward to supporting the Company as it begins the next chapter of its growth as a publicly listed company.
Very truly yours,
NEW YORK STOCK EXCHANGE
By: ________
Name: James R. Kavanaugh
Title: Vice President, NYSE Listings & Issuer Services
New York Stock Exchange
Enclosures:
• Form of Listing Agreement (previously circulated)
• NYSE Fee Schedule — Original Listing
cc:
Calderwood & Harkness LLP — Theodore Langston, Esq. 125 Broad Street, New York, NY 10004
Meridian Hale & Quivorn LLP — Graham Neville, Esq.
Whitfield Barrow & Co., LLC — Jonathan Pritchett
Continental Share Services, Inc.
This letter and the information contained herein are confidential and are intended solely for the use of the addressee and the parties listed in the copy distribution above. Any unauthorized use, distribution, or disclosure of this letter is strictly prohibited.
Item | Detail
Ticker Symbol | ARHT
CUSIP Number | 039217105
SEC File Number | 333-276841

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