Common use of MARKET PRICE AND DIVIDEND INFORMATION Clause in Contracts

MARKET PRICE AND DIVIDEND INFORMATION. Panacea Panacea’s units, Class A common stock and public warrants are currently listed on the NYSE under the symbols “PANA.U”, “PANA” and “PANA WS”, respectively. The closing price of the Panacea Class A common stock, units and public warrants on October 20, 2020, the last trading day before the public announcement of the Business Combination, was $11.10, $11.54 and $1.90, respectively. As of December 29, 2020, the Panacea record date, the closing price for each unit, Class A common stock and public warrant was $11.33, $10.53 and $2.51, respectively. Holders of the units, Class A common stock and public warrants should obtain current market quotations for their securities. The market price of Panacea’s securities could vary at any time before the merger. Holders As of December 29, 2020, there were three holders of record of Panacea’s units, one holder of record of Panacea Class A common stock, six holders of record of founder shares and one holder of record of Panacea’s public warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, public shares and public warrants are held of record by banks, brokers and other financial institutions. Dividend Policy Panacea has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of the merger. The payment of cash dividends in the future will be dependent upon New Nuvation Bio’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the merger. The payment of any cash dividends subsequent to the merger will be within the discretion of New Nuvation Bio’s board of directors at such time. Nuvation Bio Historical market price information for Nuvation Bio’s capital stock is not provided because there is no public market for Nuvation Bio’s capital stock. See “Nuvation Bio Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 205 of this proxy statement/prospectus.

MARKET PRICE AND DIVIDEND INFORMATION. Panacea PanaceaCCOH’s units, Stock Information Shares of CCOH’s Class A common stock and public warrants are currently listed Common Stock trade on the NYSE under the symbols symbol “PANA.U”CCO.” On December 14, “PANA” and “PANA WS”, respectively. The closing price of the Panacea Class A common stock, units and public warrants on October 20, 20202018, the last trading day before the public announcement of the Business CombinationSettlement Agreement, the last sale price of CCOH Class A Common Stock reported by the NYSE was $11.105.79. On March 27, $11.54 and $1.90, respectively. As of December 29, 20202019, the Panacea record datelast practicable trading day for which information is available as of the date of this information statement/prospectus, the closing last sale price for each unit, of CCOH Class A common stock and public warrant Common Stock reported by the NYSE was $11.33, $10.53 and $2.51, respectively5.12. Holders of the units, Class A common stock and public warrants should obtain current market quotations for their securities. The market price of Panacea’s securities could vary at any time before the merger. Holders As of December 29, 2020, there There were three holders 157 stockholders of record as of Panacea’s unitsMarch 27, one holder of record of Panacea Class A common stock, six holders of record of founder shares and one holder of record of Panacea’s public warrants2019. The number of holders of record This figure does not include a substantially greater an estimate of the indeterminate number of “street name” holders or beneficial holders whose units, public shares and public warrants are may be held of record by banksbrokerage firms and clearing agencies. There is no established public trading market for CCOH Class B Common Stock. There were 315,000,000 shares of CCOH Class B Common Stock outstanding on December 1, brokers 2018. iHeartCommunications, indirectly through its subsidiaries CCH, Broader Media, LLC and other financial institutionsXX Xxxxx, LLC, holds all of the shares of CCOH Class B Common Stock outstanding and 10,726,917 shares of CCOH Class A Common Stock, representing 89.1% of the shares outstanding and approximately 99% of the voting power. The holders of CCOH Class A Common Stock and CCOH Class B Common Stock have identical rights, except holders of CCOH Class A Common Stock are entitled to one vote per share while holders of CCOH Class B Common Stock are entitled to 20 votes per share. The shares of CCOH Class B Common Stock are convertible, at the option of the holder at any time or upon any transfer, into shares of Class A Common Stock on a one-for-one basis, subject to certain limited exceptions. Pursuant to the Merger Agreement, CCH will agree to convert, and to cause Broader Media, LLC to convert, all of their CCOH Class B Common Stock into CCOH Class A Common Stock prior to the Merger. CCH’s Stock Information CCH is not currently traded on any stock exchange or quoted on any market. CCOH Dividend Policy Panacea has CCOH does not paid any cash pay regularly scheduled dividends, and its ability to pay dividends on its common stock is subject to date restrictions should it seek to do so at any time prior to the Effective Time of the Merger. On January 7, 2016, CCOH paid a special dividend in an amount equal to $0.6026 per share to the holders of record of its Class A and does not intend Class B common stock at the close of business on January 4, 2016. On February 4, 2016, CCOH paid a special dividend in an amount equal to $1.4937 per share to the holders of record of its Class A and Class B common stock at the close of business on February 1, 2016. On February 23, 2017, CCOH paid a special dividend in an amount equal to $0.7797 per share to the holders of its Class A and Class B common stock at the close of business on February 20, 2017. On October 5, 2017, CCOH paid a special dividend in an amount equal to $0.0687 per share to the holders of its Class A and Class B common stock at the close of business on October 2, 2017. On October 31, 2017, CCOH paid a special dividend in an amount equal to $0.0687 per share to the holders of its Class A and Class B common stock at the close of business on October 26, 2017. On January 24, 2018, CCOH paid a special dividend in an amount equal to $0.0824 per share to the holders of its Class A and Class B common stock at the close of business on January 19, 2018. CCOH is a holding company with no independent operations and no significant assets other than the stock of its subsidiaries and the Due from iHeartCommunications Note. CCOH, therefore, is dependent on the receipt of dividends or other distributions from its subsidiaries or repayment by iHeartCommunications of amounts outstanding under the Due from iHeartCommunications Note to pay dividends. Pursuant to an order entered by the Bankruptcy Court, as of March 14, 2018, the balance of the Due from iHeartCommunications Note was frozen. In addition, the agreements governing CCOH’s indebtedness contain restrictions on its ability to pay dividends. If CCOH were to declare and pay cash dividends prior to the completion Merger, holders of the merger. The payment of CCOH Class A Common Stock and CCOH Class B Common Stock would share equally, on a per share basis, in any such cash dividends in the future will be dependent upon New Nuvation Bio’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the merger. The payment of any cash dividends subsequent to the merger will be within the discretion of New Nuvation Bio’s board of directors at such time. Nuvation Bio Historical market price information for Nuvation Bio’s capital stock is not provided because there is no public market for Nuvation Bio’s capital stockdividend. See “Nuvation Bio Management’s Discussion and Analysis of Financial Condition and Results of OperationsOperations of the Outdoor Business of CCH—Liquidity and Capital Resources—Sources of Capital”. CCH Dividend Policy CCH has not historically had a dividend policy. As a holder of CCOH’s common stock, CCH received the special dividends from CCOH described above, directly and indirectly through its subsidiaries. CCH used the proceeds of these dividends to pay dividends in the same amount to iHeartCommunications. CCH currently does not intend to pay regular quarterly dividends on the shares of New CCOH common stock. New CCOH will be a holding company with no independent operations and no significant assets other than the stock of its subsidiaries. New CCOH, therefore, is dependent on the receipt of dividends or other distributions from its subsidiaries to pay dividends. In addition, the agreements governing CCOH’s indebtedness, which New CCOH will assume in connection with the Merger, will restrict New CCOH’s ability to pay dividends. THE IHEARTMEDIA RESTRUCTURING Overview On March 14, 2018, iHeartMedia and the other Debtors (including CCH) filed the iHeart Chapter 11 Cases under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. CCOH and its direct and indirect subsidiaries did not file voluntary petitions for relief under the Bankruptcy Code and are not Debtors in the iHeart Chapter 11 Cases. The Debtors commenced the iHeart Chapter 11 Cases with a balance sheet that carried approximately $16 billion of indebtedness. In 2017, this indebtedness required payment of approximately $1.4 billion of cash interest. The Debtors engaged in numerous negotiations starting in 2016 with certain holders of the Debtors’ indebtedness in an effort to reach an agreement regarding a restructuring of the Debtors’ debt. These negotiations led to the entry into a Restructuring Support Agreement on March 16, 2018 (“iHeart RSA”). Pursuant to the iHeart RSA, the transactions embodied by the iHeartMedia Plan of Reorganization enjoy the support of holders of nearly $12 billion of outstanding debt obligations across the Debtors’ capital structure (including outstanding indebtedness held by the Debtors and their affiliates), as well as the Debtors’ equity sponsors (who also hold a significant amount of the Debtors’ outstanding indebtedness). The iHeartMedia Plan of Reorganization On April 28, 2018, the Debtors filed the iHeartMedia Plan of Reorganization and the related Disclosure Statement with the Bankruptcy Court. Thereafter, the Debtors filed a second, third and fourth amended Plan of Reorganization and amended versions of the Disclosure Statement. On September 20, 2018, the Bankruptcy Court entered an order approving the Disclosure Statement and related solicitation and notice procedures for voting on the iHeartMedia Plan of Reorganization. On October 10, 2018, the Debtors filed a fifth amended Plan of Reorganization and the Disclosure Statement Supplement. On October 18, 2018, the Bankruptcy Court entered an order approving the Disclosure Statement Supplement and the continued solicitation of holders of general unsecured claims for voting on the iHeartMedia Plan of Reorganization. The deadline for holders of claims and interests to vote on the iHeartMedia Plan of Reorganization was November 16, 2018. More than 90% of the votes cast by holders of claims and interests entitled to vote thereon accepted the iHeartMedia Plan of Reorganization. On January 22, 2019, the Debtors filed a modified fifth amended Plan of Reorganization and the Bankruptcy Court entered an order confirming the iHeartMedia Plan of Reorganization. The iHeartMedia Plan of Reorganization is subject to certain conditions to its effectiveness, including the receipt of certain governmental approvals. Although the timing of when and if all such conditions will be satisfied or otherwise waived is inherently uncertain, iHeartMedia currently anticipates the iHeartMedia Plan of Reorganization will become effective and iHeartMedia will emerge from Chapter 11 during the second quarter of 2019. The iHeartMedia Plan of Reorganization contemplates that the iHeart business and CCOH outdoor businesses will be separated through a taxable separation as described elsewhere in this information statement/ prospectus. The iHeartMedia Plan of Reorganization also contemplates that the business that results following the restructuring of iHeartMedia after the Radio Distribution and the Separation (“Reorganized iHeartMedia”) will emerge from Chapter 11 with new debt of $5.75 billion. In addition, Reorganized iHeartMedia will have access to a new ABL facility that will, among other things, provide working capital and fund distributions under the iHeartMedia Plan of Reorganization. The effectiveness of iHeartMedia Plan of Reorganization is subject to the satisfaction or waiver of a number of conditions, including the following, among others: • the entry by the Bankruptcy Court of an order confirming the iHeartMedia Plan of Reorganization pursuant to section 1129 of the Bankruptcy Code; • Reorganized iHeartMedia shall have entered into a new ABL credit agreement; • all claims under the DIP Facility shall have been repaid or converted into indebtedness under the new ABL credit agreement; • new debt, common stock and special warrants shall have been issued by Reorganized iHeartMedia to holders of claims in the iHeart Chapter 11 Cases; • the Separation is effected pursuant to the terms of the iHeartMedia Plan of Reorganization and the preferred stock shall have been issued by New CCOH; • the approval of the Federal Communications Commission of the transfer of control of iHeartMedia and any other authorizations, consents, regulatory approvals, rulings or documents required to implement the iHeartMedia Plan of Reorganization shall have been obtained; • a professional fee escrow account shall have been established and funded; • the reorganized Debtors shall have entered into all documents effectuating the Separation; and • the iHeart RSA shall not have been terminated. On December 16, 2018, CCOH, GAMCO Asset Management Inc. (“GAMCO”), Norfolk County Retirement System (“Norfolk”), Xxxx Capital Partners, LLC, Xxxx Capital LP and Xxxxxx X. Xxx Partners, L.P. (together, the “Sponsor Entities”), as the private equity sponsors and majority owners of iHeartMedia, the Debtors, the members of the CCOH Board, and the members of the committee appointed by the CCOH Board (the “Delaware Settlement Parties”), through their respective counsel, entered into a settlement agreement (the “Settlement Agreement”) that embodies the terms of (i) a global settlement of all direct or derivative claims by or on behalf of GAMCO and Norfolk, both individually and on behalf of the putative class of public shareholders of CCOH, against certain members of the CCOH Board, the Sponsor Entities, iHeartCommunications, iHeartMedia, CCOH and the Debtors, including in the derivative lawsuit in the Court of Chancery of the State of Delaware, captioned Norfolk County Retirement System, x. Xxxxxxx, et al., C.A. No. 2017-0930-JRS (Del. Ch) (the “Norfolk Action”), the putative class action lawsuit in the Court of Chancery of the State of Delaware, captioned GAMCO Asset Management, Inc. x. Xxxxxxx, et al., C.A. No. 2018-0633-JRS (Del. Ch) (the “GAMCO Action” beginning and together with the Norfolk Action, the “Delaware Actions”) and the iHeart Chapter 11 Cases, and (ii) the Separation in accordance with the iHeartMedia Plan of Reorganization. The Settlement Agreement contemplates that in connection with the Separation (i) the cash sweep arrangement under the Corporate Services Agreement between CCOH and iHeartCommunications will terminate, (ii) any agreements or licenses requiring royalty payments to the Debtors by the Company for trademarks or other intellectual property will terminate, which aggregated to $38.6 million for the year ended December 31, 2018, and (iii) the new Transition Services Agreement will supersede and replace the existing Corporate Services Agreement. In exchange, the Debtors agreed to waive (i) the set-off for the value of the intellectual property transferred, including royalties incurred through December 31, 2018, which aggregated to $31.8 million on page 205 a post-petition basis through December 31, 2018 and (ii) the repayment of this proxy statement/prospectus.the post-petition intercompany balance outstanding in favor of the Debtors as of December 31, 2018, which was equal to $21.6 million as of December 31, 2018. As a result, iHeartMedia will make a net payment to CCOH of $10.2 million promptly after the Effective Date. In addition, the Settlement Agreement provides that after the Separation, (i) iHeartCommunications will provide the iHeartCommunications Line of Credit for a period of no more than three years following the Effective Date, (ii) iHeartMedia will indemnify CCOH for 50% of certain tax liabilities imposed on CCOH in connection with the Separation on or prior to the third anniversary of the Separation in excess of $5.0 million, with iHeartMedia’s aggregate liability limited to $15.0 million, and (iii) iHeartMedia will reimburse CCOH for one-third of potential costs relating to certain agreements between CCOH and third parties in excess of $10.0 million up to the first $35.0 million of such costs such that iHeartMedia will not bear more than $8.33 million of such costs. The parties agreed that CCOH will recover 14.44%, or approximately $149.0 million, in cash on its allowed claim of $1,031.7 million under Due from iHeartCommunications Notes, and to mutual releases, including a release of all claims that have been asserted, could have been asserted or ever could be asserted with respect to the iHeart Chapter 11 Cases and the actions brought by or on behalf of GAMCO and Norfolk, both individually and on behalf of the putative class of public shareholders of CCOH. Intercompany Agreements Upon iHeartMedia’s emergence from Chapter 11 and the consummation of the Transactions, each of the following will be terminated, canceled and be of no further force or effect (including any provisions that purport to survive termination): (i) all agreements, arrangements, commitments or understandings, whether or not in writing, between or among members of the Outdoor Group, on the one hand, and members of the iHeart Group, on the other hand, relating to the sweep of the cash balance in CCOH’s concentration account to iHeartCommunications’ master account, (ii) that certain Master Agreement, dated as of November 16, 2005, by and between iHeartCommunications and CCOH (the “Master Agreement”), (iii) that certain Employee Matters Agreement, dated as of November 10, 2005, by and between iHeartCommunications and CCOH (the “Employee Matters Agreement”), (iv) that certain Corporate Services Agreement, dated as of November 10, 2005, by and between iHeartMedia Management Services, Inc. and CCOH (the “Corporate Service Agreement”) and (v) that certain Amended and Restated License Agreement, dated as of November 10, 2005, by and between iHM Identity, Inc. and Outdoor Management Services, Inc., as amended by that certain First Amendment dated as of January 1, 2011 (the “Amended and Restated License Agreement”). The Settlement Agreement contemplates that the parties will enter into separation documents substantially in the forms attached to the Settlement Agreement, including (i) the Separation Agreement, (ii) the Transition Services Agreement, (iii) the Tax Matters Agreement,

MARKET PRICE AND DIVIDEND INFORMATION. Panacea PanaceaFinServ FinServ’s units, Class A common stock Common Stock and public warrants are currently listed on the NYSE Nasdaq under the symbols “PANA.U”, FSRVU,” “PANAFSRV,” and “PANA WS”, FSRVW,” respectively. The closing price of the Panacea units and the Class A common stock, units and public warrants Common Stock on October 20December17, 2020, the last trading day before the public announcement of the Business Combinationexecution of the merger agreement, was $11.10, $11.54 11.74 and $1.9010.50, respectively. As of December 29May 11, 20202021, the Panacea record datedate for the Special Meeting, the most recent closing price for each unit, unit and share of Class A common stock and public warrant Common Stock was $11.33, $10.53 12.50 and $2.5111.21, respectively. The warrants did not trade on May 11, 2021. Holders of the units, Class A common stock Common Stock and public warrants should obtain current market quotations for their securities. The market price of PanaceaFinServ’s securities could vary at any time before the merger. Holders As of December 29May 11, 20202021, there were three two holders of record of PanaceaXxxXxxx’s units, one holder of record of Panacea XxxXxxx’s Class A common stock, six holders of record of founder shares Common Stock and one holder of record of PanaceaFinServ’s public warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, public shares of Class A Common Stock and public warrants are held of record by banks, brokers and other financial institutions. Dividend Policy Panacea FinServ has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of the merger. The payment of cash dividends in the future will be dependent upon New Nuvation BioKatapult’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the merger. The payment of any cash dividends subsequent to the merger will be within the discretion of New Nuvation BioKatapult’s board of directors at such time. Nuvation Bio New Katapult’s ability to declare dividends will also be limited by restrictive covenants pursuant to any debt financing. Katapult Historical market price information for Nuvation BioKatapult’s capital stock is not provided because there is no public market for Nuvation BioKatapult’s capital stock. See “Nuvation Bio Katapult’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 19 FORWARD-LOOKING STATEMENTS; MARKET, RANKING AND OTHER INDUSTRY DATA This proxy statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial of XxxXxxx and Katapult. These statements are based on the beliefs and assumptions of the management of FinServ and Katapult. Although FinServ and Katapult believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither XxxXxxx nor Katapult can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or similar expressions. Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about the ability of FinServ and Katapult prior to the merger, and New Katapult following the merger, to: • access, collect and use personal data about consumers; • execute its business strategy, including monetization of services provided and expansions in and into existing and new lines of business; • anticipate the impact of the novel coronavirus (referred to as “COVID-19”) pandemic and its effect on business and financial conditions; • manage risks associated with operational changes in response to the COVID-19 pandemic; • meet the closing conditions to the merger, including approval by stockholders of FinServ and Katapult on the expected terms and schedule; • realize the benefits expected from the proposed merger; • anticipate the uncertainties inherent in the development of new business lines and business strategies; • retain and hire necessary employees; • increase brand awareness; • attract, train and retain effective officers, key employees or directors; • upgrade and maintain information technology systems; • acquire and protect intellectual property; • meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness; • effectively respond to general economic and business conditions; • maintain the listing on, or the delisting of FinServ’s or New Katapult’s securities from, Nasdaq or an inability to have our securities listed on the Nasdaq or another national securities exchange following the merger; • obtain additional capital, including use of the debt market; • enhance future operating and financial results; • successfully execute expansion plans; • anticipate rapid technological changes; 20 • comply with laws and regulations applicable to its business, including laws and regulations related to data privacy; • stay abreast of modified or new laws and regulations applying to its business, including copyright and privacy regulation; • anticipate the impact of, and response to, new accounting standards; • anticipate the significance and timing of contractual obligations; • maintain key strategic relationships with partners and distributors; • respond to uncertainties associated with product and service development and market acceptance; • anticipate the impact of new U.S. federal income tax law, including the impact on deferred tax assets; • successfully defend litigation; and • successfully deploy the proceeds from the merger. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus, could affect the future results of FinServ and Katapult prior to the merger, and New Katapult following the merger, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this proxy statement/prospectus: • any delay in closing of the merger; • risks related to disruption of management’s time from ongoing business operations due to the proposed transactions; • litigation, complaints, product liability claims and/or adverse publicity; • the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability; • increases and/or decreases in utility and other energy costs, increased costs related to utility or governmental requirements; • privacy and data protection laws, privacy or data breaches, or the loss of data; and • the impact of the COVID-19 pandemic and its effect on business and financial conditions of Katapult. These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of FinServ and Katapult prior to the merger, and New Katapult following the merger. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can FinServ or Katapult assess the impact of all such risk factors on the business of FinServ and Katapult prior to the merger, and New Katapult following the merger, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to FinServ or Katapult or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. FinServ and Katapult prior to the merger, and New Katapult following the merger, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. 21 In addition, statements of belief and similar statements reflect the beliefs and opinions of XxxXxxx or Katapult, as applicable, on the relevant subject. These statements are based upon information available to FinServ or Katapult, as applicable, as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that FinServ or Katapult, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements. Market, ranking and industry data used throughout this proxy statement/prospectus is based on the good faith estimates of Katapult’s management, which in turn are based upon Xxxxxxxx’s management’s review of internal surveys, independent industry surveys and publications, including reports by third-party research and publicly available information. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While Katapult is not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” and “Katapult’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 205 of in this proxy statement/prospectus.

MARKET PRICE AND DIVIDEND INFORMATION. Panacea Panacea’s units, THMA The THMA Class A common stock Common Shares, Units and public warrants Public Warrants are currently listed traded on the NYSE Nasdaq under the symbols “PANA.U”, THMA,” “PANATHMA.U” and “PANA WS”, THMA.W,” respectively. The closing price of the Panacea THMA Class A common stockCommon Shares, units Units and public warrants Public Warrants on October 20June 21, 20202021, the last trading day before the public announcement of the execution of the Business CombinationCombination Agreement, was $11.109.70, $11.54 9.98 and $1.900.98, respectively. As of December 29October 18, 20202021, the Panacea record dateTHMA Record Date, the most recent closing price for each unit, THMA Class A common stock Common Share, Unit and public warrant Public Warrant was $11.339.94, $10.53 10.21 and $2.510.88, respectively. Holders of the units, THMA Class A common stock Common Shares, Units and public warrants Public Warrants should obtain current market quotations for their securities. The market price of PanaceaTHMA’s securities could vary at any time before the mergerBusiness Combination. Holders As of December 29October 18, 20202021, there were three holders one holder of record of PanaceaTHMA’s unitsUnits, one holder of record of Panacea THMA Class A common stockCommon Shares, six nine holders of record of founder shares THMA Class B Common Shares and one holder two holders of record of Panacea’s public warrantsPublic Warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose unitsUnits, public shares Public Shares and public warrants Public Warrants are held of record by banks, brokers and other financial institutions. Dividend Policy Panacea THMA has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of the mergerBusiness Combination. The payment of cash dividends in the future will be dependent upon New Nuvation Biothe Post-Combination Company’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the mergerBusiness Combination. The payment of any cash dividends subsequent to the merger Business Combination will be within the discretion of New Nuvation Bio’s board of directors the Post-Combination Company Board at such time. Nuvation Bio The Post-Combination Company’s ability to declare dividends may also be limited by restrictive covenants pursuant to any debt financing agreements. Pear Historical market price information for Nuvation BioPear’s capital stock is not provided because there is no public market for Nuvation BioPear’s capital stock. See “Nuvation Bio Pear’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” beginning Pear has never declared or paid cash dividends on page 205 its common stock and currently intends to retain all available funds and any future earnings to fund its business, and it does not anticipate paying any cash dividends in the foreseeable future. FORWARD-LOOKING STATEMENTS This proxy statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of THMA and Pear. These statements are based on the beliefs and assumptions of the management of THMA and Pear. Although THMA and Pear believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither THMA nor Pear can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward- looking statements. These statements may be preceded by, followed by or include the words “believes”, “estimates”, “expects”, “projects”, “forecasts”, “may”, “might”, “will”, “should”, “seeks”, “plans”, “scheduled”, “possible”, “anticipates”, “intends”, “aims”, “works”, “focuses”, “aspires”, “strives” or “sets out” or similar expressions. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus, could affect the future results of THMA and Pear prior to the Business Combination, and the Post-Combination Company following the Business Combination, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this proxy statement/prospectus. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about: • our ability to complete the Business Combination with Pear or, if we do not consummate such Business Combination, any other initial business combination; • satisfaction or waiver of the conditions to the Business Combination including, among others: (i) the approval by our stockholders of the Required Proposals necessary to consummate the Business Combination being obtained; (ii) the applicable waiting period under the HSR Act relating to the Business Combination Agreement having expired or been terminated; and (iii) THMA having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Transaction; • the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against THMA and Pear following the announcement of the Business Combination Agreement and the transactions contemplated therein, that could give rise to the termination of the Business Combination Agreement; • the projected financial information, growth rate and market opportunity of the Post-Combination Company; • the ability to obtain and/or maintain the listing of the Post-Combination Company Common Stock on the Nasdaq Stock Market, and the potential liquidity and trading of such securities; • the risk that the proposed Business Combination disrupts current plans and operations of Pear as a result of the announcement and consummation of the proposed Business Combination; • the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, and the ability of the Post-Combination Company to grow and manage growth profitably and retain its key employees; • costs related to the proposed Business Combination; • our ability to raise financing in the future, if and when needed; • our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination; • our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the Business Combination; • Pear’s prescription digital therapeutics’ ability to achieve and maintain market acceptance and adoption by patients and physicians; • Pear’s ability to obtain or maintain adequate insurance coverage and reimbursement for Pear’s products; • Pear’s ability to accurately forecast demand for Pear’s products; • Pear’s ability to attract and retain its senior management and other highly qualified personnel (in particular, Xxxxx XxXxxx, its President and Chief Executive Officer); • Pear’s ability to maintain access for its products via the Apple Store and the Google Play Store; • Pear’s ability to achieve or maintain profitability; • Pear’s ability to maintain or obtain patent protection and/or the patent rights relating to Pear’s products and Pear’s ability to prevent third parties from competing against Pear; • Pear’s ability to successfully commercialize its products; • Pear’s ability to obtain and maintain regulatory approval for Pear’s product candidates, and any related restrictions or limitations of an approved product candidate; • Pear’s ability to obtain funding for its operations, including funding necessary to complete further development, approval and, if approved, commercialization of Pear’s product candidates; • the period over which Pear anticipates its existing cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements; • Pear’s ability to identify, in-license or acquire additional product candidates; • Pear’s ability to successfully protect against security breaches, ransomware attacks and other disruptions to Pear’s information technology structure; • the impact of applicable laws and regulations, whether in the United States or foreign countries, and any changes thereof; • Pear’s ability to successfully compete against other companies developing similar products to Pear’s current and future product offerings; • Pear’s estimates regarding expenses, future revenue, capital requirements and needs for additional financing; • Pear’s financial performance; • the effect of COVID-19 on the foregoing, including our ability to consummate the Business Combination due to the continuing uncertainty resulting from the COVID-19 pandemic; and • other factors detailed under the section entitled “Risk Factors.” These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of THMA and Pear prior to the Business Combination, and the Post-Combination Company following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can THMA or Pear assess the impact of all such risk factors on the business of THMA and Pear prior to the Business Combination, and the Post- Combination Company following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to THMA or Pear or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. THMA and Pear prior to the Business Combination, and the Post-Combination Company following the Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, statements of belief and similar statements reflect the beliefs and opinions of THMA or Pear, as applicable, on the relevant subject. These statements are based upon information available to THMA or Pear, as applicable, as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that THMA or Pear, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements. RISK FACTORS These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to the business, prospects, financial condition and operating results of THMA and Pear and the business, prospects, financial condition and operating results of the Post-Combination Company following the completion of the Business Combination. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements,” before deciding how to vote your THMA Class A Common Shares. THMA and Pear may face additional risks and uncertainties that are not presently known to them, or that they currently deem immaterial, which may also impair their or the Post-Combination Company’s respective business, prospects, financial condition or operating results. The following discussion should be read in conjunction with the financial statements of THMA and Pear and the notes to the financial statements included therein.