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KELLERMAN & ASSOCIATES LLP Independent Registered Public Accounting Firm

345 Park Avenue New York, New York 10154

Telephone: (212) 554-8000 Facsimile: (212) 554-8001 www.kellermanassociates.com

March 1, 2024

Whitfield Barrow & Co., LLC as Representative of the several Underwriters 383 Madison Avenue New York, New York 10179

Calloway Pierce Securities LLC 200 Park Avenue, 40th Floor New York, New York 10166

Velthorn Capital Partners Inc. 555 California Street, Suite 3000 San Francisco, California 94104

Pemberton Wallis LLC 100 Federal Street, 28th Floor Boston, Massachusetts 02110

Ladies and Gentlemen:

Re: Arbor Health Technologies Inc. — Initial Public Offering of Common Stock — Overallotment Closing Bring-Down Comfort Letter

SEC File Number: 333-276841 CIK Number: 0001987432 Registration Statement on Form S-1 (as amended), declared effective February 8, 2024 Rule 424(b)(4) Final Prospectus dated February 9, 2024 Prospectus Supplement reflecting exercise of the overallotment option for 3,000,000 additional shares of common stock at $20.00 per share

1. Introductory Paragraph and Reference to Prior Letters

This letter (the "Overallotment Bring-Down Letter") is being delivered by Kellerman & Associates LLP ("K&A," "we," "us," or "our") in connection with the settlement of 3,000,000 additional shares of common stock, par value $0.001 per share (the "Overallotment Shares"), of Arbor Health Technologies Inc., a Delaware corporation (the "Company" or "AHT"), on March 1, 2024, pursuant to the exercise of the overallotment option granted to the several Underwriters under Section 7(e) of the Underwriting Agreement dated February 8, 2024 (the "Underwriting Agreement") among the Company, Whitfield Barrow & Co., LLC, as Representative of the several Underwriters (the "Representative"), and the other Underwriters named therein (collectively, the "Underwriters").

We previously delivered to you: (a) our comfort letter dated February 8, 2024 (the "Original Comfort Letter"), which was delivered in connection with the pricing of the Company's initial public offering of 20,000,000 shares of common stock; and (b) our bring-down comfort letter dated February 13, 2024 (the "Closing Bring-Down Letter"), which was delivered in connection with the closing and settlement of the base offering shares on February 13, 2024. This Overallotment Bring-Down Letter updates and supplements both the Original Comfort Letter and the Closing Bring-Down Letter and should be read in conjunction therewith.

We confirm that we have re-performed the procedures described in the Original Comfort Letter with respect to the Registration Statement on Form S-1 (File No. 333-276841) (as amended, the "Registration Statement"), the Rule 424(b)(4) Final Prospectus dated February 9, 2024 (the "Prospectus"), and the Prospectus Supplement reflecting the exercise of the overallotment option for 3,000,000 additional shares (the "Prospectus Supplement" and, collectively with the Registration Statement and the Prospectus, the "Offering Documents"), through a new cut-off date as specified in Section 5 below. The results of those re-performed procedures are set forth in this letter.

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Comfort Letter or the Underwriting Agreement, as applicable.

2. Independence

We reaffirm that Kellerman & Associates LLP is an independent registered public accounting firm with respect to Arbor Health Technologies Inc. within the meaning of Rule 2-01 of Regulation S-X promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in compliance with the applicable rules and regulations adopted by the Securities and Exchange Commission (the "SEC") and the Public Company Accounting Oversight Board (the "PCAOB"), including, without limitation, the independence requirements set forth in PCAOB Rule 3520 and PCAOB Ethics and Independence Rules.

We confirm that our independence with respect to the Company has been maintained continuously through the date of this letter, March 1, 2024, and that no circumstances have arisen since the date of the Original Comfort Letter or the Closing Bring-Down Letter that would impair our independence with respect to the Company.

For reference, the audit engagement with respect to the Company's consolidated financial statements is led by Richard Olander, Lead Engagement Partner, and Sonia Melendez, Audit Senior Manager.

3. Reference to Registration Statement and Prospectus

For purposes of this Overallotment Bring-Down Letter, we have read and made reference to the following documents:

(a) The Registration Statement on Form S-1 (File No. 333-276841; CIK Number 0001987432), originally filed with the SEC on January 22, 2024, as subsequently amended by Amendment No. 1, filed with the SEC on February 5, 2024, which Registration Statement was declared effective by the SEC on February 8, 2024.

(b) The Rule 424(b)(4) Final Prospectus filed with the SEC on February 9, 2024 (the "Prospectus"), which forms a part of the Registration Statement.

(c) The Prospectus Supplement reflecting the exercise of the overallotment option by the Underwriters for 3,000,000 additional shares of common stock of the Company at a public offering price of $20.00 per share, filed with the SEC in accordance with Rule 424(b) under the Securities Act.

The Registration Statement, the Prospectus, and the Prospectus Supplement are collectively referred to herein as the "Offering Documents" for purposes of the procedures described in this letter.

4. Audited Financial Statements — Reaffirmation

We reaffirm that we have audited the consolidated balance sheets of Arbor Health Technologies Inc. and its subsidiaries as of December 31, 2023, and December 31, 2022, and the related consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows for each of the two fiscal years in the period ended December 31, 2023, and the related notes thereto (collectively, the "Audited Financial Statements"), which are included in the Registration Statement and the Prospectus. Our audits of the Audited Financial Statements were conducted in accordance with the standards of the PCAOB.

We reaffirm the issuance of our unqualified audit report dated January 19, 2024, which is included in the Registration Statement and the Prospectus. Our audit report expressed an unqualified opinion that the Audited Financial Statements present fairly, in all material respects, the financial position of the Company and its subsidiaries as of December 31, 2023, and December 31, 2022, and the results of their operations and their cash flows for each of the two fiscal years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

There has been no change to the previously issued audit opinion, and we have not become aware of any matters that would require us to revise, withdraw, or otherwise modify our audit report with respect to the Audited Financial Statements as of the date of this letter.

5. Cut-Off Date and Specified Period

The "cut-off date" for purposes of the procedures described in this Overallotment Bring-Down Letter is February 26, 2024, which is three business days prior to the date of this letter and the settlement date for the Overallotment Shares on March 1, 2024.

The "change period" for purposes of this Overallotment Bring-Down Letter is the period from February 9, 2024 (the cut-off date used in the Closing Bring-Down Letter dated February 13, 2024) through and including February 26, 2024.

We acknowledge that the procedures described herein do not extend beyond the cut-off date of February 26, 2024. No procedures have been performed by us with respect to any period subsequent to February 26, 2024, and accordingly, we make no representations and provide no assurance with respect to any financial data, events, transactions, or conditions arising or occurring after that date.

6. Bring-Down of Specified Financial Information — No Material Changes

With respect to the change period (February 9, 2024 through February 26, 2024), we advise you as follows:

6.1 Revenue. Nothing came to our attention as a result of the procedures performed through the cut-off date that caused us to believe that there was any change in the revenue of the Company during the change period from the amounts set forth for the most recent periods reported in the Registration Statement and Prospectus, which disclosed revenue of $612,400,000 for the fiscal year ended December 31, 2023, and revenue of $478,400,000 for the fiscal year ended December 31, 2022, reflecting year-over-year growth of approximately 28.0%, except for changes, increases, or decreases that the Registration Statement and Prospectus disclose have occurred or may occur, or except for changes, increases, or decreases arising in the ordinary course of business, which changes, increases, or decreases, in each case, are not material individually or in the aggregate to the Company's consolidated financial statements taken as a whole.

6.2 Net Income

Nothing came to our attention as a result of the procedures performed through the cut-off date that caused us to believe that there was any material decrease in the net income of the Company during the change period as compared to the corresponding period in the prior year. The Registration Statement and Prospectus disclose net income of $41,300,000 for the fiscal year ended December 31, 2023. We note that this statement is subject to the exception of changes, increases, or decreases that the Registration Statement and Prospectus disclose have occurred or may occur, or changes, increases, or decreases arising in the ordinary course of business, which changes, increases, or decreases, in each case, are not material individually or in the aggregate to the Company's consolidated financial statements taken as a whole.

6.3 Adjusted EBITDA (Non-GAAP Measure)

The Prospectus includes disclosure of the Company's Adjusted EBITDA, a non-GAAP financial measure, which was reported as $138,700,000 for the fiscal year ended December 31, 2023, representing an Adjusted EBITDA margin of approximately 22.6%. Nothing came to our attention as a result of the procedures performed through the cut-off date that caused us to believe that there has been a material adverse change in the Company's Adjusted EBITDA or Adjusted EBITDA margin during the change period. We note, however, that Adjusted EBITDA is a non-GAAP financial measure as defined in Regulation G under the Exchange Act and Item 10(e) of Regulation S-K, and the procedures we applied with respect to Adjusted EBITDA are limited to those specifically agreed upon. We do not express an opinion or any other form of assurance on Adjusted EBITDA or the appropriateness of management's adjustments in computing Adjusted EBITDA.

6.4 Total Assets, Stockholders' Equity, and Long-Term Obligations

Nothing came to our attention as a result of the procedures performed through the cut-off date that caused us to believe that there was any material change in total assets, total stockholders' equity, or total long-term obligations of the Company from the amounts set forth in the audited consolidated balance sheet as of December 31, 2023, as included in the Registration Statement and Prospectus, except for changes, increases, or decreases that the Registration Statement and Prospectus disclose have occurred or may occur, including the anticipated repayment of approximately $65,000,000 drawn on the Company's revolving credit facility with Keypoint National Bank from the net proceeds of the initial public offering, or except for changes, increases, or decreases arising in the ordinary course of business, which changes, increases, or decreases, in each case, are not material individually or in the aggregate to the Company's consolidated financial statements taken as a whole.

6.5 Capitalization. Nothing has come to our attention as a result of the procedures performed through the cut-off date that caused us to believe that the capitalization table included in the Prospectus under the caption "Capitalization" is not fairly presented, in all material respects, as of the dates and for the periods indicated therein, on a basis consistent with the Audited Financial Statements, after giving effect to the issuance and sale of 20,000,000 shares of common stock in the base offering and the issuance and sale of 3,000,000 Overallotment Shares, resulting in a total of 103,000,000 shares of common stock, par value $0.001 per share, outstanding after giving effect to the offering and the overallotment. The pre-IPO shares outstanding, as reported in the Prospectus, were 80,000,000 shares of common stock.

6.6 Share Data

We confirm that nothing has come to our attention through the cut-off date that caused us to believe that the authorized share capital of the Company, consisting of 400,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares of preferred stock, par value $0.001 per share, has changed from the amounts set forth in the Prospectus and the Company's Amended and Restated Certificate of Incorporation, except as contemplated by the initial public offering and the exercise of the overallotment option. The total number of shares of common stock outstanding following the initial public offering and the exercise of the overallotment option is 103,000,000 shares, consisting of 80,000,000 pre-IPO shares plus 20,000,000 base offering shares plus 3,000,000 Overallotment Shares. The outstanding share data referenced in the Prospectus and the Prospectus Supplement has not otherwise changed, except as contemplated by the initial public offering and the exercise of the overallotment option.

7. No Material Adverse Change (Negative Assurance)

As of the cut-off date of February 26, 2024, nothing has come to our attention that causes us to believe that there has been any material adverse change in the financial position, results of operations, or cash flows of Arbor Health Technologies Inc. and its subsidiaries from the dates as of which, and for the periods for which, financial statements are presented in the Registration Statement and the Prospectus, except as set forth in or contemplated by the Registration Statement and the Prospectus or as arising in the ordinary course of business, which changes would not, individually or in the aggregate, be material to the Company's consolidated financial statements taken as a whole.

The foregoing negative assurance is provided in accordance with the guidance set forth in AU-C Section 920, Letters for Underwriters and Certain Other Requesting Parties (as issued by the American Institute of Certified Public Accountants), and AS 6101, Letters for Underwriters and Certain Other Requesting Parties (as adopted by the PCAOB), and is subject to the inherent limitations of the procedures performed, including the limitations described in Section 10 of this letter.

8. Procedures Performed — Tables and Financial Data in Prospectus

We have performed certain agreed-upon procedures, as described in the Original Comfort Letter, with respect to certain financial information, amounts, percentages, ratios, and other financial data (collectively, "Financial Data") appearing in the Registration Statement, the Prospectus, and the Prospectus Supplement, and we have re-performed such procedures through the new cut-off date of February 26, 2024.

We confirm that, as updated through the cut-off date of February 26, 2024, the results of those procedures are consistent with the results reported in the Original Comfort Letter dated February 8, 2024, and the Closing Bring-Down Letter dated February 13, 2024. Nothing has come to our attention as a result of the re-performance of such procedures that would require modification of the conclusions set forth in the Original Comfort Letter or the Closing Bring-Down Letter with respect to the following categories of Financial Data:

(a) Selected Financial Data Tables. The selected consolidated financial data appearing under the caption "Selected Consolidated Financial Data" in the Prospectus, including revenue, cost of revenue, gross profit, operating income, net income, earnings per share (basic and diluted), and other financial data for the fiscal years ended December 31, 2023, and December 31, 2022.

(b) Statistical and Financial Information Derived from the Company's Accounting Records. Certain statistical and financial information set forth in the Prospectus under the captions "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business," and "Industry and Market Data," to the extent such information was derived from the Company's accounting records and was subjected to the agreed-upon procedures described in the Original Comfort Letter.

(c) Dilution Table. The dilution table appearing in the Prospectus under the caption "Dilution," reflecting a public offering price of $20.00 per share and 103,000,000 shares of common stock outstanding after giving full effect to the initial public offering and the exercise of the overallotment option for 3,000,000 additional shares.

(d) Use of Proceeds Data. The information set forth in the Prospectus under the caption "Use of Proceeds," including the anticipated allocation of net proceeds as follows:

(i) approximately $65,000,000 for the repayment of outstanding borrowings under the Company's revolving credit facility with Keypoint National Bank;

(ii) approximately $120,000,000 for product development and research and development activities;

(iii) approximately $100,000,000 for potential acquisitions and strategic investments; and

(iv) the balance of the net proceeds for general corporate purposes and working capital.

(e) Offering Expenses Data. The estimated offering expenses set forth in the Registration Statement and the Prospectus, including estimated offering expenses (excluding the underwriting discount) of approximately $4,200,000, and the underwriting discount of 6.0% of the public offering price (or $1.20 per share), resulting in a total underwriting discount of $27,600,000 with respect to the aggregate of 23,000,000 shares of common stock sold in the initial public offering and the overallotment (20,000,000 base offering shares plus 3,000,000 Overallotment Shares, each at a public offering price of $20.00 per share).

9. Subsequent Events Procedures

We confirm that, in connection with this Overallotment Bring-Down Letter, we have performed the following subsequent events procedures through the cut-off date of February 26, 2024:

(a) We have read the available minutes of meetings of stockholders, the board of directors, and the committees of the board of directors of the Company, including the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, from the date of the latest audited financial statements (December 31, 2023) through the cut-off date of February 26, 2024, as made available to us by the Company, and have reviewed such minutes for matters that, in our judgment, might have a material effect on the financial statements included in the Registration Statement or that should be disclosed in the Prospectus.

(b) We have read the unaudited interim financial information of the Company for the period from January 1, 2024, through the cut-off date of February 26, 2024, as prepared by management and made available to us by the Company, including unaudited interim consolidated balance sheet, consolidated statement of operations, and consolidated statement of cash flows data, and we have compared such information, where applicable, with the corresponding information for the comparable period of the prior year.

(c) We have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters, specifically including David Halderman, Chief Financial Officer, and Rachel Moynihan, General Counsel and Corporate Secretary, regarding: (i) whether there have been any changes in the Company's capital stock, increases in long-term debt, or any decreases in net current assets, net assets, or stockholders' equity, or any increases in any items appearing in the consolidated balance sheet as of a date subsequent to the date of the latest audited financial statements included in the Registration Statement; (ii) whether there have been any decreases, as compared with the corresponding period in the prior year, in revenue, net income, or earnings per share; and (iii) whether there have been any events or transactions subsequent to December 31, 2023, that would have a material effect on the consolidated financial statements included in the Registration Statement or that should be disclosed in the Prospectus.

These inquiries and procedures did not reveal any matters that, in our judgment, require adjustment to or disclosure in the Registration Statement, the Prospectus, or the Prospectus Supplement, beyond matters already disclosed therein or contemplated thereby. We note that the procedures described above are not a substitute for an audit of financial statements conducted in accordance with the standards of the PCAOB, and our procedures with respect to the subsequent events period are inherently limited in scope and are not designed to detect all matters that may be relevant.

10. Limitations and Qualifications

The procedures described in this Overallotment Bring-Down Letter, including those described in the Original Comfort Letter and the Closing Bring-Down Letter as re-performed through the cut-off date, are substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express an opinion on any financial statements or financial data of the Company, except for the audit opinion previously issued on the Audited Financial Statements for the fiscal years ended December 31, 2023, and December 31, 2022, which opinion is included in the Registration Statement and the Prospectus.

This letter relates solely to financial and accounting data and does not extend to legal, regulatory, tax, or other non-financial matters, including but not limited to the accuracy or completeness of disclosures relating to the Company's business, competitive environment, risk factors, regulatory compliance, intellectual property, or litigation matters. We make no representation with respect to any such matters.

We make no representation regarding the sufficiency of the procedures performed by us for your purposes. The sufficiency of the procedures is solely a matter for the Underwriters and their respective counsel to determine, and we have not been requested to, and do not, make any determination regarding the sufficiency of such procedures.

This Overallotment Bring-Down Letter is provided solely in connection with the settlement of the Overallotment Shares of common stock of Arbor Health Technologies Inc. and should be read in conjunction with the Original Comfort Letter dated February 8, 2024, and the Closing Bring-Down Letter dated February 13, 2024. This Overallotment Bring-Down Letter supersedes neither the Original Comfort Letter nor the Closing Bring-Down Letter, but supplements and updates them as of the cut-off date specified herein. To the extent that any statement in this letter is inconsistent with a statement in the Original Comfort Letter or the Closing Bring-Down Letter, the statement in this letter shall be deemed to update and modify such prior statement solely with respect to the change period and the cut-off date described herein.

11. Use Restriction

This letter is furnished solely for the benefit of the Underwriters named herein and their successors and assigns, and is not to be used, circulated, quoted, referred to, or otherwise relied upon by any other person or entity or for any other purpose, without the prior written consent of Kellerman & Associates LLP. Without limiting the generality of the foregoing, no person or entity other than the addressees hereof may rely on this letter or assert any claim based upon or arising from this letter.

This letter may not be filed with or furnished to the SEC or any other federal, state, or foreign governmental or regulatory authority, or any stock exchange or securities self-regulatory organization, except as may be required by applicable law or regulation, in which case the party filing or furnishing this letter shall provide prompt written notice to Kellerman & Associates LLP in advance of any such filing or furnishing.

No portion of this letter may be reproduced, excerpted, summarized, or distributed, in whole or in part, without the prior written consent of Kellerman & Associates LLP.

12. Governing Standards

This Overallotment Bring-Down Letter has been prepared in accordance with the standards established by the American Institute of Certified Public Accountants ("AICPA") and the Public Company Accounting Oversight Board ("PCAOB") for letters to underwriters and certain other requesting parties, and in particular in accordance with the guidance set forth in:

(a) AU-C Section 920, Letters for Underwriters and Certain Other Requesting Parties, as issued by the AICPA Auditing Standards Board; and

(b) AS 6101, Letters for Underwriters and Certain Other Requesting Parties, as adopted by the PCAOB.

The procedures performed and the form and content of this letter comply with the requirements of the foregoing professional standards.

Very truly yours,

KELLERMAN & ASSOCIATES LLP

By: ________

Richard Olander Lead Engagement Partner

By: ________

Sonia Melendez Audit Senior Manager

cc:

Arbor Health Technologies Inc.

Attention: David Halderman, Chief Financial Officer

Rachel Moynihan, General Counsel & Corporate Secretary 275 Kendall Avenue, Suite 1400 Cambridge, Massachusetts 02142

Calderwood & Harkness LLP

Attention: Theodore Langston, Responsible Partner

Eric Johannsen, Lead Associate 125 Broad Street New York, New York 10004

Meridian Hale & Quivorn LLP

Attention: Graham Neville, Lead Partner

51 West 52nd Street New York, New York 10019

CONFIDENTIAL — This letter is furnished solely for the benefit of the Underwriters named herein in connection with the settlement of the overallotment shares of common stock of Arbor Health Technologies Inc. and is not to be used, circulated, quoted, referred to, or otherwise relied upon by any other person or for any other purpose without the prior written consent of Kellerman & Associates LLP.

KELLERMAN & ASSOCIATES LLP Independent Registered Public Accounting Firm
345 Park Avenue New York, New York 10154
Telephone: (212) 554-8000 Facsimile: (212) 554-8001 www.kellermanassociates.com
March 1, 2024
Whitfield Barrow & Co., LLC as Representative of the several Underwriters 383 Madison Avenue New York, New York 10179
Calloway Pierce Securities LLC 200 Park Avenue, 40th Floor New York, New York 10166
Velthorn Capital Partners Inc. 555 California Street, Suite 3000 San Francisco, California 94104
Pemberton Wallis LLC 100 Federal Street, 28th Floor Boston, Massachusetts 02110
Ladies and Gentlemen:
Re: Arbor Health Technologies Inc. — Initial Public Offering of Common Stock — Overallotment Closing Bring-Down Comfort Letter
SEC File Number: 333-276841 CIK Number: 0001987432 Registration Statement on Form S-1 (as amended), declared effective February 8, 2024 Rule 424(b)(4) Final Prospectus dated February 9, 2024 Prospectus Supplement reflecting exercise of the overallotment option for 3,000,000 additional shares of common stock at $20.00 per share
1. Introductory Paragraph and Reference to Prior Letters
This letter (the "Overallotment Bring-Down Letter") is being delivered by Kellerman & Associates LLP ("K&A," "we," "us," or "our") in connection with the settlement of 3,000,000 additional shares of common stock, par value $0.001 per share (the "Overallotment Shares"), of Arbor Health Technologies Inc., a Delaware corporation (the "Company" or "AHT"), on March 1, 2024, pursuant to the exercise of the overallotment option granted to the several Underwriters under Section 7(e) of the Underwriting Agreement dated February 8, 2024 (the "Underwriting Agreement") among the Company, Whitfield Barrow & Co., LLC, as Representative of the several Underwriters (the "Representative"), and the other Underwriters named therein (collectively, the "Underwriters").
We previously delivered to you: (a) our comfort letter dated February 8, 2024 (the "Original Comfort Letter"), which was delivered in connection with the pricing of the Company's initial public offering of 20,000,000 shares of common stock; and (b) our bring-down comfort letter dated February 13, 2024 (the "Closing Bring-Down Letter"), which was delivered in connection with the closing and settlement of the base offering shares on February 13, 2024. This Overallotment Bring-Down Letter updates and supplements both the Original Comfort Letter and the Closing Bring-Down Letter and should be read in conjunction therewith.
We confirm that we have re-performed the procedures described in the Original Comfort Letter with respect to the Registration Statement on Form S-1 (File No. 333-276841) (as amended, the "Registration Statement"), the Rule 424(b)(4) Final Prospectus dated February 9, 2024 (the "Prospectus"), and the Prospectus Supplement reflecting the exercise of the overallotment option for 3,000,000 additional shares (the "Prospectus Supplement" and, collectively with the Registration Statement and the Prospectus, the "Offering Documents"), through a new cut-off date as specified in Section 5 below. The results of those re-performed procedures are set forth in this letter.
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Comfort Letter or the Underwriting Agreement, as applicable.
2. Independence
We reaffirm that Kellerman & Associates LLP is an independent registered public accounting firm with respect to Arbor Health Technologies Inc. within the meaning of Rule 2-01 of Regulation S-X promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in compliance with the applicable rules and regulations adopted by the Securities and Exchange Commission (the "SEC") and the Public Company Accounting Oversight Board (the "PCAOB"), including, without limitation, the independence requirements set forth in PCAOB Rule 3520 and PCAOB Ethics and Independence Rules.
We confirm that our independence with respect to the Company has been maintained continuously through the date of this letter, March 1, 2024, and that no circumstances have arisen since the date of the Original Comfort Letter or the Closing Bring-Down Letter that would impair our independence with respect to the Company.
For reference, the audit engagement with respect to the Company's consolidated financial statements is led by Richard Olander, Lead Engagement Partner, and Sonia Melendez, Audit Senior Manager.
3. Reference to Registration Statement and Prospectus
For purposes of this Overallotment Bring-Down Letter, we have read and made reference to the following documents:
(a) The Registration Statement on Form S-1 (File No. 333-276841; CIK Number 0001987432), originally filed with the SEC on January 22, 2024, as subsequently amended by Amendment No. 1, filed with the SEC on February 5, 2024, which Registration Statement was declared effective by the SEC on February 8, 2024.
(b) The Rule 424(b)(4) Final Prospectus filed with the SEC on February 9, 2024 (the "Prospectus"), which forms a part of the Registration Statement.
(c) The Prospectus Supplement reflecting the exercise of the overallotment option by the Underwriters for 3,000,000 additional shares of common stock of the Company at a public offering price of $20.00 per share, filed with the SEC in accordance with Rule 424(b) under the Securities Act.
The Registration Statement, the Prospectus, and the Prospectus Supplement are collectively referred to herein as the "Offering Documents" for purposes of the procedures described in this letter.
4. Audited Financial Statements — Reaffirmation
We reaffirm that we have audited the consolidated balance sheets of Arbor Health Technologies Inc. and its subsidiaries as of December 31, 2023, and December 31, 2022, and the related consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows for each of the two fiscal years in the period ended December 31, 2023, and the related notes thereto (collectively, the "Audited Financial Statements"), which are included in the Registration Statement and the Prospectus. Our audits of the Audited Financial Statements were conducted in accordance with the standards of the PCAOB.
We reaffirm the issuance of our unqualified audit report dated January 19, 2024, which is included in the Registration Statement and the Prospectus. Our audit report expressed an unqualified opinion that the Audited Financial Statements present fairly, in all material respects, the financial position of the Company and its subsidiaries as of December 31, 2023, and December 31, 2022, and the results of their operations and their cash flows for each of the two fiscal years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
There has been no change to the previously issued audit opinion, and we have not become aware of any matters that would require us to revise, withdraw, or otherwise modify our audit report with respect to the Audited Financial Statements as of the date of this letter.
5. Cut-Off Date and Specified Period
The "cut-off date" for purposes of the procedures described in this Overallotment Bring-Down Letter is February 26, 2024, which is three business days prior to the date of this letter and the settlement date for the Overallotment Shares on March 1, 2024.
The "change period" for purposes of this Overallotment Bring-Down Letter is the period from February 9, 2024 (the cut-off date used in the Closing Bring-Down Letter dated February 13, 2024) through and including February 26, 2024.
We acknowledge that the procedures described herein do not extend beyond the cut-off date of February 26, 2024. No procedures have been performed by us with respect to any period subsequent to February 26, 2024, and accordingly, we make no representations and provide no assurance with respect to any financial data, events, transactions, or conditions arising or occurring after that date.
6. Bring-Down of Specified Financial Information — No Material Changes
With respect to the change period (February 9, 2024 through February 26, 2024), we advise you as follows:
6.1 Revenue.  Nothing came to our attention as a result of the procedures performed through the cut-off date that caused us to believe that there was any change in the revenue of the Company during the change period from the amounts set forth for the most recent periods reported in the Registration Statement and Prospectus, which disclosed revenue of $612,400,000 for the fiscal year ended December 31, 2023, and revenue of $478,400,000 for the fiscal year ended December 31, 2022, reflecting year-over-year growth of approximately 28.0%, except for changes, increases, or decreases that the Registration Statement and Prospectus disclose have occurred or may occur, or except for changes, increases, or decreases arising in the ordinary course of business, which changes, increases, or decreases, in each case, are not material individually or in the aggregate to the Company's consolidated financial statements taken as a whole.
6.2 Net Income
Nothing came to our attention as a result of the procedures performed through the cut-off date that caused us to believe that there was any material decrease in the net income of the Company during the change period as compared to the corresponding period in the prior year. The Registration Statement and Prospectus disclose net income of $41,300,000 for the fiscal year ended December 31, 2023. We note that this statement is subject to the exception of changes, increases, or decreases that the Registration Statement and Prospectus disclose have occurred or may occur, or changes, increases, or decreases arising in the ordinary course of business, which changes, increases, or decreases, in each case, are not material individually or in the aggregate to the Company's consolidated financial statements taken as a whole.
6.3 Adjusted EBITDA (Non-GAAP Measure)
The Prospectus includes disclosure of the Company's Adjusted EBITDA, a non-GAAP financial measure, which was reported as $138,700,000 for the fiscal year ended December 31, 2023, representing an Adjusted EBITDA margin of approximately 22.6%. Nothing came to our attention as a result of the procedures performed through the cut-off date that caused us to believe that there has been a material adverse change in the Company's Adjusted EBITDA or Adjusted EBITDA margin during the change period. We note, however, that Adjusted EBITDA is a non-GAAP financial measure as defined in Regulation G under the Exchange Act and Item 10(e) of Regulation S-K, and the procedures we applied with respect to Adjusted EBITDA are limited to those specifically agreed upon. We do not express an opinion or any other form of assurance on Adjusted EBITDA or the appropriateness of management's adjustments in computing Adjusted EBITDA.
6.4 Total Assets, Stockholders' Equity, and Long-Term Obligations
Nothing came to our attention as a result of the procedures performed through the cut-off date that caused us to believe that there was any material change in total assets, total stockholders' equity, or total long-term obligations of the Company from the amounts set forth in the audited consolidated balance sheet as of December 31, 2023, as included in the Registration Statement and Prospectus, except for changes, increases, or decreases that the Registration Statement and Prospectus disclose have occurred or may occur, including the anticipated repayment of approximately $65,000,000 drawn on the Company's revolving credit facility with Keypoint National Bank from the net proceeds of the initial public offering, or except for changes, increases, or decreases arising in the ordinary course of business, which changes, increases, or decreases, in each case, are not material individually or in the aggregate to the Company's consolidated financial statements taken as a whole.
6.5 Capitalization.  Nothing has come to our attention as a result of the procedures performed through the cut-off date that caused us to believe that the capitalization table included in the Prospectus under the caption "Capitalization" is not fairly presented, in all material respects, as of the dates and for the periods indicated therein, on a basis consistent with the Audited Financial Statements, after giving effect to the issuance and sale of 20,000,000 shares of common stock in the base offering and the issuance and sale of 3,000,000 Overallotment Shares, resulting in a total of 103,000,000 shares of common stock, par value $0.001 per share, outstanding after giving effect to the offering and the overallotment. The pre-IPO shares outstanding, as reported in the Prospectus, were 80,000,000 shares of common stock.
6.6 Share Data
We confirm that nothing has come to our attention through the cut-off date that caused us to believe that the authorized share capital of the Company, consisting of 400,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares of preferred stock, par value $0.001 per share, has changed from the amounts set forth in the Prospectus and the Company's Amended and Restated Certificate of Incorporation, except as contemplated by the initial public offering and the exercise of the overallotment option. The total number of shares of common stock outstanding following the initial public offering and the exercise of the overallotment option is 103,000,000 shares, consisting of 80,000,000 pre-IPO shares plus 20,000,000 base offering shares plus 3,000,000 Overallotment Shares. The outstanding share data referenced in the Prospectus and the Prospectus Supplement has not otherwise changed, except as contemplated by the initial public offering and the exercise of the overallotment option.
7. No Material Adverse Change (Negative Assurance)
As of the cut-off date of February 26, 2024, nothing has come to our attention that causes us to believe that there has been any material adverse change in the financial position, results of operations, or cash flows of Arbor Health Technologies Inc. and its subsidiaries from the dates as of which, and for the periods for which, financial statements are presented in the Registration Statement and the Prospectus, except as set forth in or contemplated by the Registration Statement and the Prospectus or as arising in the ordinary course of business, which changes would not, individually or in the aggregate, be material to the Company's consolidated financial statements taken as a whole.
The foregoing negative assurance is provided in accordance with the guidance set forth in AU-C Section 920, Letters for Underwriters and Certain Other Requesting Parties (as issued by the American Institute of Certified Public Accountants), and AS 6101, Letters for Underwriters and Certain Other Requesting Parties (as adopted by the PCAOB), and is subject to the inherent limitations of the procedures performed, including the limitations described in Section 10 of this letter.
8. Procedures Performed — Tables and Financial Data in Prospectus
We have performed certain agreed-upon procedures, as described in the Original Comfort Letter, with respect to certain financial information, amounts, percentages, ratios, and other financial data (collectively, "Financial Data") appearing in the Registration Statement, the Prospectus, and the Prospectus Supplement, and we have re-performed such procedures through the new cut-off date of February 26, 2024.
We confirm that, as updated through the cut-off date of February 26, 2024, the results of those procedures are consistent with the results reported in the Original Comfort Letter dated February 8, 2024, and the Closing Bring-Down Letter dated February 13, 2024. Nothing has come to our attention as a result of the re-performance of such procedures that would require modification of the conclusions set forth in the Original Comfort Letter or the Closing Bring-Down Letter with respect to the following categories of Financial Data:
(a) Selected Financial Data Tables. The selected consolidated financial data appearing under the caption "Selected Consolidated Financial Data" in the Prospectus, including revenue, cost of revenue, gross profit, operating income, net income, earnings per share (basic and diluted), and other financial data for the fiscal years ended December 31, 2023, and December 31, 2022.
(b) Statistical and Financial Information Derived from the Company's Accounting Records. Certain statistical and financial information set forth in the Prospectus under the captions "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business," and "Industry and Market Data," to the extent such information was derived from the Company's accounting records and was subjected to the agreed-upon procedures described in the Original Comfort Letter.
(c) Dilution Table. The dilution table appearing in the Prospectus under the caption "Dilution," reflecting a public offering price of $20.00 per share and 103,000,000 shares of common stock outstanding after giving full effect to the initial public offering and the exercise of the overallotment option for 3,000,000 additional shares.
(d) Use of Proceeds Data. The information set forth in the Prospectus under the caption "Use of Proceeds," including the anticipated allocation of net proceeds as follows:
(i) approximately $65,000,000 for the repayment of outstanding borrowings under the Company's revolving credit facility with Keypoint National Bank;
(ii) approximately $120,000,000 for product development and research and development activities;
(iii) approximately $100,000,000 for potential acquisitions and strategic investments; and
(iv) the balance of the net proceeds for general corporate purposes and working capital.
(e) Offering Expenses Data. The estimated offering expenses set forth in the Registration Statement and the Prospectus, including estimated offering expenses (excluding the underwriting discount) of approximately $4,200,000, and the underwriting discount of 6.0% of the public offering price (or $1.20 per share), resulting in a total underwriting discount of $27,600,000 with respect to the aggregate of 23,000,000 shares of common stock sold in the initial public offering and the overallotment (20,000,000 base offering shares plus 3,000,000 Overallotment Shares, each at a public offering price of $20.00 per share).
9. Subsequent Events Procedures
We confirm that, in connection with this Overallotment Bring-Down Letter, we have performed the following subsequent events procedures through the cut-off date of February 26, 2024:
(a) We have read the available minutes of meetings of stockholders, the board of directors, and the committees of the board of directors of the Company, including the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, from the date of the latest audited financial statements (December 31, 2023) through the cut-off date of February 26, 2024, as made available to us by the Company, and have reviewed such minutes for matters that, in our judgment, might have a material effect on the financial statements included in the Registration Statement or that should be disclosed in the Prospectus.
(b) We have read the unaudited interim financial information of the Company for the period from January 1, 2024, through the cut-off date of February 26, 2024, as prepared by management and made available to us by the Company, including unaudited interim consolidated balance sheet, consolidated statement of operations, and consolidated statement of cash flows data, and we have compared such information, where applicable, with the corresponding information for the comparable period of the prior year.
(c) We have made inquiries of certain officials of the Company who have responsibility for financial and accounting matters, specifically including David Halderman, Chief Financial Officer, and Rachel Moynihan, General Counsel and Corporate Secretary, regarding: (i) whether there have been any changes in the Company's capital stock, increases in long-term debt, or any decreases in net current assets, net assets, or stockholders' equity, or any increases in any items appearing in the consolidated balance sheet as of a date subsequent to the date of the latest audited financial statements included in the Registration Statement; (ii) whether there have been any decreases, as compared with the corresponding period in the prior year, in revenue, net income, or earnings per share; and (iii) whether there have been any events or transactions subsequent to December 31, 2023, that would have a material effect on the consolidated financial statements included in the Registration Statement or that should be disclosed in the Prospectus.
These inquiries and procedures did not reveal any matters that, in our judgment, require adjustment to or disclosure in the Registration Statement, the Prospectus, or the Prospectus Supplement, beyond matters already disclosed therein or contemplated thereby. We note that the procedures described above are not a substitute for an audit of financial statements conducted in accordance with the standards of the PCAOB, and our procedures with respect to the subsequent events period are inherently limited in scope and are not designed to detect all matters that may be relevant.
10. Limitations and Qualifications
The procedures described in this Overallotment Bring-Down Letter, including those described in the Original Comfort Letter and the Closing Bring-Down Letter as re-performed through the cut-off date, are substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express an opinion on any financial statements or financial data of the Company, except for the audit opinion previously issued on the Audited Financial Statements for the fiscal years ended December 31, 2023, and December 31, 2022, which opinion is included in the Registration Statement and the Prospectus.
This letter relates solely to financial and accounting data and does not extend to legal, regulatory, tax, or other non-financial matters, including but not limited to the accuracy or completeness of disclosures relating to the Company's business, competitive environment, risk factors, regulatory compliance, intellectual property, or litigation matters. We make no representation with respect to any such matters.
We make no representation regarding the sufficiency of the procedures performed by us for your purposes. The sufficiency of the procedures is solely a matter for the Underwriters and their respective counsel to determine, and we have not been requested to, and do not, make any determination regarding the sufficiency of such procedures.
This Overallotment Bring-Down Letter is provided solely in connection with the settlement of the Overallotment Shares of common stock of Arbor Health Technologies Inc. and should be read in conjunction with the Original Comfort Letter dated February 8, 2024, and the Closing Bring-Down Letter dated February 13, 2024. This Overallotment Bring-Down Letter supersedes neither the Original Comfort Letter nor the Closing Bring-Down Letter, but supplements and updates them as of the cut-off date specified herein. To the extent that any statement in this letter is inconsistent with a statement in the Original Comfort Letter or the Closing Bring-Down Letter, the statement in this letter shall be deemed to update and modify such prior statement solely with respect to the change period and the cut-off date described herein.
11. Use Restriction
This letter is furnished solely for the benefit of the Underwriters named herein and their successors and assigns, and is not to be used, circulated, quoted, referred to, or otherwise relied upon by any other person or entity or for any other purpose, without the prior written consent of Kellerman & Associates LLP. Without limiting the generality of the foregoing, no person or entity other than the addressees hereof may rely on this letter or assert any claim based upon or arising from this letter.
This letter may not be filed with or furnished to the SEC or any other federal, state, or foreign governmental or regulatory authority, or any stock exchange or securities self-regulatory organization, except as may be required by applicable law or regulation, in which case the party filing or furnishing this letter shall provide prompt written notice to Kellerman & Associates LLP in advance of any such filing or furnishing.
No portion of this letter may be reproduced, excerpted, summarized, or distributed, in whole or in part, without the prior written consent of Kellerman & Associates LLP.
12. Governing Standards
This Overallotment Bring-Down Letter has been prepared in accordance with the standards established by the American Institute of Certified Public Accountants ("AICPA") and the Public Company Accounting Oversight Board ("PCAOB") for letters to underwriters and certain other requesting parties, and in particular in accordance with the guidance set forth in:
(a) AU-C Section 920, Letters for Underwriters and Certain Other Requesting Parties, as issued by the AICPA Auditing Standards Board; and
(b) AS 6101, Letters for Underwriters and Certain Other Requesting Parties, as adopted by the PCAOB.
The procedures performed and the form and content of this letter comply with the requirements of the foregoing professional standards.
Very truly yours,
KELLERMAN & ASSOCIATES LLP
By: ________
Richard Olander Lead Engagement Partner
By: ________
Sonia Melendez Audit Senior Manager
cc:
Arbor Health Technologies Inc.
Attention: David Halderman, Chief Financial Officer
Rachel Moynihan, General Counsel & Corporate Secretary 275 Kendall Avenue, Suite 1400 Cambridge, Massachusetts 02142
Calderwood & Harkness LLP
Attention: Theodore Langston, Responsible Partner
Eric Johannsen, Lead Associate 125 Broad Street New York, New York 10004
Meridian Hale & Quivorn LLP
Attention: Graham Neville, Lead Partner
51 West 52nd Street New York, New York 10019
CONFIDENTIAL — This letter is furnished solely for the benefit of the Underwriters named herein in connection with the settlement of the overallotment shares of common stock of Arbor Health Technologies Inc. and is not to be used, circulated, quoted, referred to, or otherwise relied upon by any other person or for any other purpose without the prior written consent of Kellerman & Associates LLP.

KELLERMAN & ASSOCIATES LLP Independent Registered Public Accounting Firm

KELLERMAN & ASSOCIATES LLP

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