BULL HORN HOLDINGS CORP. : Submission of Matters to a Vote of Security Holders (form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 26, 2022, Bull Horn Holdings Corp. ("Bull Horn") held an extraordinary general meeting of shareholders (the "Special Meeting") in connection with its previously announced business combination (the "Business Combination") with Coeptis Therapeutics, Inc., a Delaware corporation ("Coeptis"), pursuant to that certain Agreement and Plan of Merger, dated as of April 18, 2022 (the "Merger Agreement").

At the Special Meeting, Bull Horn's shareholders voted on the proposals set forth below, each of which is described in greater detail in the proxy statement/prospectus filed by Bull Horn with the Securities and Exchange Commission ("SEC") on September 30, 2022 (the "Proxy Statement"). At the Special Meeting, there were 3,121,288 shares voted by proxy or in person, and each of the proposals was approved by the shareholders.

The final voting results for each matter submitted to a vote of the shareholders at the Special Meeting are as follows:

? Proposal No. 1 - The Domestication Proposal - To consider and vote upon a

proposal to (a) change the domicile of Bull Horn by way of its continuation out

of the British Virgin Islands, as a business company incorporated under the

laws of the British Virgin Islands, and into the State of Delaware to become a

corporation incorporated under the laws of the State of Delaware (the

"Domestication") pursuant to Section 184 of the BVI Business Companies Act of

2004, or the Companies Act, and the applicable provisions of the Delaware

General Corporation Law, as amended ("DGCL"), respectively; (b) in connection

therewith to adopt upon the Domestication taking effect, the certificate of

incorporation and bylaws appended to the Proxy Statement (the "Interim

Charter"), in place of Bull Horn's amended and restated memorandum and articles

of association (the "Current Charter") currently registered by the Registrar of

Corporate Affairs in the British Virgin Islands and which will remove or amend

those provisions of the Current Charter that terminate or otherwise cease to be

applicable as a result of the Domestication and provide for a majority of the

stockholders to act by written consent; (c) filing a notice of continuation out

of the British Virgin Islands with the British Virgin Islands Registrar of

Corporate Affairs under Section 184 of the Companies Act; and (d) file the

Interim Charter with the Secretary of State of Delaware, under which we will be

domesticated from the British Virgin Islands and continue as a Delaware

   corporation.




    FOR          AGAINST       ABSTENTIONS
  2,895,594       225,694            0

? Proposal No. 2 - The Business Combination Proposal - To consider and vote upon

a proposal to approve the Merger Agreement by and among Bull Horn, BH Merger

Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Bull Horn

("Merger Sub"), and Coeptis and the Business Combination. Pursuant to the

Merger Agreement, Merger Sub will merge with and into Coeptis, with Coeptis

continuing as the surviving entity of the Business Combination and becoming a

wholly-owned subsidiary of Bull Horn. Following the Business Combination,

Coeptis and Bull Horn may be collectively referred to as the "Company."

    FOR          AGAINST       ABSTENTIONS
  2,895,589       225,699            0

? Proposal No. 3 - The 2022 Equity Incentive Plan Proposal - To consider and vote

upon the approval of the 2022 Equity Incentive Plan of the Company.

    FOR          AGAINST       ABSTENTIONS
  2,805,064       225,704          90,520




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? Proposal No. 4 - The Charter Amendment Proposals - To consider and vote upon

six (6) separate proposals to approve and adopt the amended and restated

certificate of incorporation and the amended and restated bylaws of Bull Horn

reflecting the following material differences from Bull Horn's Interim Charter:

o Proposal 4(a) - To consider and vote upon an amendment to the Interim Charter

to declassify the Bull Horn board of directors into one class of directors.

    FOR          AGAINST       ABSTENTIONS
  2,895,593       225,695            0

o Proposal 4(b) - To consider and vote upon an amendment to the Interim Charter

to provide that, subject to the limitations imposed by applicable law,

directors may be removed with or without cause, by the holders of at least a

majority in voting power of the shares then entitled to vote at an election of

   directors.




    FOR          AGAINST       ABSTENTIONS
  2,895,593       225,694            1

o Proposal 4(c) - To consider and vote upon an amendment to the Interim Charter

to provide that the federal district courts of the United States of America

will be the exclusive forum for resolving any complaint asserting a cause of

action arising under the Securities Act of 1933, as amended, and the Delaware

courts will be the exclusive forum for certain stockholder litigation.

    FOR          AGAINST       ABSTENTIONS
  2,895,593       225,694            1

o Proposal 4(d) - To consider and vote upon an amendment to the Interim Charter

to provide that the Bylaws and the Amended and Restated Certificate of

Incorporation may only be amended in accordance with the DGCL.

    FOR          AGAINST       ABSTENTIONS
  2,895,593       225,694            1

o Proposal 4(e) - To consider and vote upon an amendment to the Interim Charter

to remove the provisions addressing indemnification and advancement of expenses

for the Company's officers and directors, as the Company's proposed Bylaws will

provide for substantially similar rights to indemnification and advancement of

   expenses.




    FOR          AGAINST       ABSTENTIONS
  2,805,074       225,694          90,520




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o Proposal 4(f) - To consider and vote upon the amendment and restatement of the

Interim Charter and authorizing all other changes in connection with the

replacement of the Interim Charter with the Amended and Restated Certificate of

Incorporation and Bylaws as part of the Business Combination, including (i)

changing the post-Business Combination corporate name from "Bull Horn Holdings

Corp." to "Coeptis Therapeutics Holdings, Inc.", and (ii) removing various

provisions of the Interim Charter applicable only to a blank check company,

including provisions requiring special votes with respect to the variation of

rights of shares prior to a business combination, that will no longer be

applicable upon consummation of the Business Combination.

    FOR          AGAINST       ABSTENTIONS
  2,895,588       225,699            1

? Proposal No. 5 - The Director Election Proposal - To consider and vote upon a

proposal to elect seven directors to serve on the Company's board of directors

effective from the consummation of the Domestication and Business Combination

until the 2023 annual meeting of stockholders and until their respective

successors are duly elected and qualified.

                         FOR      WITHHOLD
  David Mehalick      2,895,588   225,700
   Daniel Yerace      2,895,588   225,700
Christopher Calise    2,895,588   225,700
Tara Maria DeSilva    2,895,583   225,705
Philippe Deschamps    2,895,588   225,700
Christopher Cochran   2,895,583   225,705
   Gene Salkind       2,895,583   225,705

As there were sufficient votes to approve the above proposals, the "Adjournment Proposal" described in the Proxy Statement was not presented to shareholders.

A total of 2,869,654 ordinary shares (approximately 88.5% of Bull Horn's outstanding public shares) were presented for redemption in connection with the Special Meeting. There will be approximately $3.8 million remaining in the trust account following redemptions.

In light of receipt of the requisite approvals by Bull Horn's shareholders described above, Bull Horn expects the Business Combination to be completed promptly following the satisfaction or waiver of the other conditions to the consummation of the Business Combination.

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Forward-Looking Statements

This Current Report on Form 8-K contains, and certain oral statements made by representatives of Bull Horn and Coeptis and their respective affiliates, from time to time may contain, "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Bull Horn's and Coeptis' actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "might" and "continues," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Bull Horn's and Coeptis' expectations with respect to future performance and anticipated financial impacts of the Business Combination contemplated by the Merger Agreement, the satisfaction of the closing conditions to the Business Combination and the timing of the completion of the Business Combination. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside of the control of Bull Horn or Coeptis and are difficult to predict. Factors that may cause such differences include but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the inability to complete the Business Combination, including due to the failure to meet the conditions to closing in the Merger Agreement; (3) the inability to obtain or maintain the listing of Bull Horn's securities on the Nasdaq Stock Market following the Business Combination; (4) the risk of significant redemptions by Bull Horn's public shareholders in connection with the closing of the Business Combination, leaving the combined post-closing company with limited funds to finance its business plans; (5) the risk that the Business Combination disrupt current plans and operations of Coeptis as a result of the announcement and consummation of the Business Combination; (6) the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth economically and hire and retain key employees; (7) the risks that Coeptis' products in development fail clinical trials or are not approved by the U.S. Food and Drug Administration or other applicable regulatory authorities; (8) costs related to the Business Combination; (8) changes in applicable laws or regulations; (10) the possibility that Bull Horn or Coeptis may be adversely affected by other economic, business, and/or competitive factors; and (11) the impact of the global COVID-19 pandemic on any of the foregoing risks and other risks and uncertainties identified in the Proxy Statement relating to the Business Combination, including those under "Risk Factors" therein, and in other filings with the SEC made by Bull Horn. The foregoing list of factors is not exclusive. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Bull Horn and Coeptis undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.

No Offer; No Assurances

This Current Report on Form 8-K will not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. There can be no assurance that the potential benefits of combining the companies will be realized. The description of the Business Combination and the transactions contemplated thereby contained herein is only a summary and is qualified in its entirety by the disclosures in the Registration Statement and by the definitive agreements relating to the Business Combination, copies of which have been filed by Bull Horn with the SEC.

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