SELLING STOCKHOLDERS
This prospectus relates to the potential resale from time to time of some or all of 6,895,830 shares of our Class A common stock which
were issued to the selling stockholders as follows: (1) 5,859,438 shares of our Class A commons stock were issued to Belen Health, LLC pursuant to an asset purchase agreement, dated as of August 5, 2022, by and among Cano Health, Inc.,
Cano Health, LLC, Belen Health, LLC and Enrique Zamora, (2) 527,542 shares of our Class A common stock were issued to Ricardo Martinez pursuant to an asset purchase agreement, dated as of June 6, 2022, by and among Cano Health, LLC, Centro
Medico Latino Americano De West Palm Beach, Corp., Ricardo Martinez and Gloria Arango, (3) 281,629 shares of our Class A common stock were issued to Joel Lago pursuant to a transaction sourcing agreement, dated as of January 1, 2021, by
and between Cano Health, LLC and Joel Lago, (4) 104,522 shares of our Class A common stock were issued to Aida E. Castro, M.D., P.A. pursuant to an asset purchase agreement, dated as of August 12, 2022, by and among Aida Castro MD, PA.,
Aida Castro, MD and Cano Health, LLC, (5) 25,386 shares of our Class A common stock were issued as finders fee to Robert Camerlinck in connection with the Companys acquisition of Doctors Medical Center, LLC and its affiliates,
which is reference to herein as DMC, and (6) 97,313 shares of our Class A common stock were issued as finders fee to Dan Miller in connection with the Companys acquisition of DMC. The information presented regarding the selling
stockholders is based, in part, on information the selling stockholders provided to us specifically for use in this prospectus. The selling stockholders may sell all, some or none of its shares in this offering. See Plan of Distribution.
We may supplement this prospectus from time to time in the future to update or change the selling stockholders list and the number of shares of Class A common stock that may be offered and sold by the selling stockholders. The registration for
resale of the shares of Class A common stock does not necessarily mean that the selling stockholders will sell all or any of these shares. In addition, the selling stockholders may have sold, transferred or otherwise disposed of, or may sell,
transfer or otherwise dispose of, at any time and from time to time, shares of Class A common stock in transactions exempt from the registration requirements of the Securities Act, after the date on which it provided the information set forth
in the table below.
Beneficial ownership for the purposes of the table below is determined in accordance with the rules and regulations
of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire
such powers within 60 days. Unless otherwise indicated below, to our knowledge, the persons and entities named in the tables have sole voting and sole investment power with respect to all securities that they beneficially own, subject to community
property laws where applicable.
The following table sets forth, as of the date of this prospectus, the names of the selling stockholders,
the aggregate number of shares of Class A common stock beneficially owned, the aggregate number of shares of Class A common stock that the selling stockholders may offer pursuant to this prospectus and the number of shares of Class A
common stock beneficially owned by the selling stockholders after the sale of the securities offered hereby. Because the selling stockholders is not obligated to sell the shares of Class A common stock, we cannot estimate the amount of the
shares of Class A common stock that the selling stockholders will hold upon consummation of any such sales. For purposes of the following table, we have assumed the sale of all of the shares of Class A common stock that may be offered for
sale pursuant to this prospectus. Percentage of beneficial ownership is based on 231,917,186 shares of Class A common stock outstanding and 253,974,171 shares of Class B common stock outstanding as of August 5, 2022. Pursuant to
Rule 416 under the Securities Act, the prospectus also covers any additional shares of our Class A common stock that may become issuable in connection with shares of Class A common stock by reason of a stock dividend, stock
split or other similar
transaction effected without our receiving any cash or other value, which results in an increase in the number of shares of our
Class A common stock outstanding.
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