What the SPAC Trend Means for Digital Health- presentation by Sari Kaganoff, Head, Consulting, Rock Health for mHealth Israel, May 12, 2021. Covers four parts: What’s a SPAC? Digital health’s very own SPAC boom. SPAC sponsors and targets in digital health. What SPACs mean for digital health. SPAC definition and fundamentals. Digital health activity has accelerated recently after a decade of steady growth. There have already been more completed or announced public exits in digital health in 2021 than in the last two years combined. The vast majority of recent public exit activity in digital health is SPAC-triggered. SPAC sponsors in digital health are targeting companies with slightly less funding and experience than those going public through an IPO. There is a potential supply-demand mismatch between sponsors and targets. The SPAC and IPO processes have different advantages for management teams. What this all means: SPACs are delivering more liquidity in digital health, faster.

1. GLITTER OR GOLD?
WHAT THE SPAC TREND MEANS FOR
DIGITAL HEALTH 2021

2. INVEST
in impact-
driven digital
health start-
ups
+
ADVISE
healthcare
companies on digita
health innovation
+
CONVENE
the healthcare
community to
advance digital health
AT THE FOREFRONT OF DIGITAL HEALTH SINCE 2010

3. PRESENTATION © 2021 ROCK HEALTH
Driving in the fast lane: what SPACs mean for digital health
Source: Rock Health analysis
3
WHAT WE’LL COVER
15
completed or announced
SPAC mergers in digital
health in 2020 and 2021
7
more public exits (announced)
in digital health so far in 2021
than in all of 2020
87%
of 2021 public exit
activity in digital health to
date is SPAC-triggered
2. Stepping on the gas: digital health’s very own SPAC boom
1. Training wheels: what’s a SPAC?
3. Under the hood: SPAC sponsors and targets in digital health
4. Cruise or collision course: what SPACs mean for digital health

4. PRESENTATION © 2021 ROCK HEALTH
SPAC definition and fundamentals
1One of the ways SPACs raise money is by selling warrants, shares of the target company at a price set in advance (often $10/share)—the SEC released a statement on April 12
around the classification of warrants as equity vs. liabilities, which has caused some SPACs to have to re-state their financials
Source: Rock Health analysis
4
WHAT IS A SPAC?
Special purpose acquisition companies (SPACs) involve a group of people forming a “blank check company,” or a shell company
with no operations, raising money through an IPO, and using those funds to acquire a private company; the SPAC process
completes when the acquired private company becomes publicly listed
Key nuances of SPAC deal-making:
Time to acquire: SPACs generally have up to two years to carry out an acquisition before they must return funds
to investors
Mandate to spend: SPACs have to acquire a target company with fair market value of at least 80% of the
SPAC’s funds—called the trust value
SEC’s watchful eye: after observing explosive SPAC activity in recent months, the SEC has released guidance
around scrutinizing SPACs comparably to IPOs and adjusting the accounting of warrants1
TRAINING WHEELS: WHAT’S A SPAC?

5. PRESENTATION © 2021 ROCK HEALTH
Note: Includes U.S. deals >$2M; data through December 31, 2020
Source: Rock Health Funding Database
Digital health activity has accelerated recently after a decade of steady growth
FUNDING, DEALS, AND DEAL SIZE
2013-2020
5
# OF DEALS
TOTAL VENTURE FUNDING
2013 2015 2016 2017 2018 2019
2014 2020
$2.1B
$4.1B
$4.7B $4.6B
$5.8B
$8.2B
$7.5B
$14.1B
$0B
$2B
$4B
$6B
$8B
$10B
$12B
$14B
$16B
196
293 320 340 368 383 378
440
200
400
600
0
STEPPING ON THE GAS: DIGITAL HEALTH’S VERY OWN SPAC BOOM

6. PRESENTATION © 2021 ROCK HEALTH
6 6
2
11
2
2
2017 2018 2019 2020 2021
NUMBER
OF
PUBLIC
EXITS
DIGITAL HEALTH’S
IPO DROUGHT
There have already been more completed or announced public exits in digital health
in 2021 than in the last two years combined
Source: Rock Health Digital Health Venture Funding Database, data through April 22, 2021
6
DIGITAL HEALTH PUBLIC EXITS
2017 - 2021
Completed IPOs
Completed SPAC Mergers
Announced SPAC Mergers
STEPPING ON THE GAS: DIGITAL HEALTH’S VERY OWN SPAC BOOM

7. PRESENTATION © 2021 ROCK HEALTH
The vast majority of recent public exit activity in digital health is SPAC-triggered
*SPAC Sponsors with known intent to acquire a digital health company 1Merging with Talkspace; 2Merged with
Butterfly Network; 3Merging with LumiraDx; 4Previous Livongo executives Glen Tullman and Jennifer Schneider are
on the board; 5iRhythm COO Karim Karti leads this SPAC; 6Former Medtronic CEO Omar Ishrak leads this SPAC
Source: Rock Health analysis
7
2020 2021
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May
SPAC
Sponsors*
SPAC
Mergers
and
Health Assurance
Acquisition Company lists
its IPO4
MedTech Acquisition
Corporation lists its IPO5
Compute Health Acquisition
Corp lists its IPO6
Blueprint Health
Merger lists its IPO
Revolution Healthcare
Acquisition lists its IPO
Lux Capital’s Lux Health
Tech Acquisition lists its IPO
Completed
Announced
LEGEND
IPOs
Matched
Searching
LEGEND
Hudson Executive Capital
LP lists its IPO1
Longview Acquisition Corp.
lists its IPO2
Digital Transformation
Opportunities Corp.
lists its IPO
FoxWayne Enterprises
Acquisition lists its IPO
CA Healthcare Acquisition
Corp. lists its IPO3
STEPPING ON THE GAS: DIGITAL HEALTH’S VERY OWN SPAC BOOM

8. PRESENTATION © 2021 ROCK HEALTH
9
$227M average private funding for
digital health IPOs in 2020 and 20211
$171M
average private funding for
digital health SPAC targets in
2020 and 20212
SPAC sponsors in digital health are targeting companies with slightly less funding and
experience than those going public through an IPO
1IPOs include: Accolade, Amwell, GoHealth, Movano, Outset Medical, Schrodinger, and Signify Health; 2SPACs include: 23andMe, Augmedix, Better Therapeutics, Butterfly Network, Cloudbreak
Health, Hims & Hers, Owlet, Sema4, Sharecare, SOC Telemed, Talkspace, and Vicarious Surgical
Source: Rock Health Digital Health Venture Funding Database, data through April 22, 2021
8
SPAC TARGETS vs. IPOS IN DIGITAL HEALTH
Comparing maturity parameters of exits in 2020 and 2021
15 years old
average age since founding for digital
health IPOs in 2020 and 20211
10 years old
average age since founding for digital
health SPAC targets in 2020 and 20212
FUNDING AGE
UNDER THE HOOD: SPAC SPONSORS AND TARGETS IN DIGITAL HEALTH

9. PRESENTATION © 2021 ROCK HEALTH
There is a potential supply-demand mismatch between sponsors and targets
Source: 1To approximate this number we counted searching SPACs from SPAC Track’s Active SPAC List which listed healthcare as one of up to three tags, on April 8 2021;
2Rock Health Digital Health Venture Funding Database, data through April 22, 2021
9
SUPPLY & DEMAND OF SPACs IN DIGITAL HEALTH
Comparing sponsors with targets
DEMAND
SUPPLY
UNDER THE HOOD: SPAC SPONSORS AND TARGETS IN DIGITAL HEALTH
56
digital health startups with
>$170M in total private funding2
52
healthcare-focused SPACs
looking for targets1
Note: 17 additional SPACs listed healthcare among many
areas of focus, and those within the pool of 52 healthcare-
focused SPACs may not be focused on digital health
Note: SPAC sponsors may target venture-backed digital
health companies with less than $170M in total private
funding, though these are likeliest to be preparing to exit

10. PRESENTATION © 2021 ROCK HEALTH
The SPAC and IPO processes have different advantages for management teams
10
Source: Rock Health analysis
IPO vs. SPAC PROCESS
Comparing pathways to go public
VALUATION
GUIDANCE
PUBLIC OPINION
RIGOR
IPO
Investment bankers calculate
your valuation
Receive wisdom of the crowds
in a roadshow
Must file an S-1 with the SEC
You cannot publicly forecast
your financials in an IPO
SPAC
Negotiate a fixed valuation
Work with sponsors to
help you scale
Less rigorous evaluation
Publicly forecast growth and
control your story

11. PRESENTATION © 2021 ROCK HEALTH
What this all means: SPACs are delivering more liquidity in digital health, faster
11
Source: Rock Health analysis
SPAC targets are slightly less mature than IPO candidates
SPAC sponsors are targeting digital health companies with less funding and experience than those exiting through an IPO
Sponsors will have to dig deep to find appropriately mature targets
There is a potential supply-demand mismatch between healthcare-focused SPAC sponsors and targets in digital health
This is a wake-up call for other organizations looking to acquire digital health companies
Organizations interested in strategic digital health acquisition should prepare for more competition
More digital health companies are going public than ever before, with SPACs leading
2021 is set to outpace the past two years (combined) in digital health public exits with >80% attributed to SPAC mergers
CRUISE OR COLLISION COURSE: WHAT SPACS MEAN FOR DIGITAL HEALTH
SPAC vs IPO is a serious tradeoff to make for a management team
There are pros and cons to each, but both options lead to you becoming a publicly traded company, pursue only if ready

12. PRESENTATION © 2021 ROCK HEALTH
advisory@rockhealth.com
@rock_health
PRESENTATION © 2020 ROCK HEALTH
12