Filed Pursuant to Rule 424(b)(3)
Registration No. 333-257445
PROSPECTUS
Up to 328,758,279 Shares of Class A Common Stock
Up to 33,533,333 Shares of Class A Common Stock Issuable Upon Exercise of Warrants
Up to 10,533,333 Warrants to Purchase Common Stock
This prospectus relates to the
issuance by us of up to an aggregate of up to 265,041,612 shares of our Class A common stock, which consists of (i) up to an aggregate of 231,508,279 shares of our Class A common stock underlying an equal number of shares of
Class B common stock, (ii) up to an aggregate of 10,533,333 shares of our Class A common stock that may be issued upon exercise of warrants to purchase shares of Class A common stock that were issued to the Sponsor (as defined
below) as part of the private placement units (as defined below), which are substantially identical to the public warrants, subject to certain limited exceptions, which are referred to herein as the private placement warrants, and, together with the
public warrants, the warrants, and (iii) up to an aggregate of 23,000,000 shares of our Class A common stock that may be issued upon exercise of warrants to purchase shares of Class A common stock at an exercise price of $11.50 per
share, or the public warrants. This prospectus also covers any additional securities that may become issuable by reason of share splits, share dividends or other similar transactions.
This prospectus also relates to the resale from time to time by the selling securityholders named in this prospectus, or the Selling Securityholders, of up to
an aggregate of 339,291,612 shares of our Class A common stock, including (i) up to an aggregate of 248,758,279 shares of our Class A common stock, which includes up to an aggregate of 231,508,279 shares of our Class A common
stock underlying an equal number of shares of our Class B common stock, to be sold by the Selling Securityholders, (ii) up to an aggregate of 10,533,333 shares of our Class A common stock that may be issued upon exercise of the
private warrants and (iii) up to an aggregate of 80,000,000 shares of our Class A common stock, or the PIPE Shares, that were issued to certain investors, which are collectively referred to herein as the PIPE investors, in a private
placement in connection with the closing of the Business Combination (as defined below).
We will not receive any proceeds from the sale of shares of
Class A common stock or warrants by the Selling Securityholders pursuant to this prospectus, except with respect to amounts received by us upon exercise of the warrants to the extent such warrants are exercised for cash. However, we will pay
the expenses, other than underwriting discounts and commissions and certain expenses incurred by the Selling Securityholders in disposing of the securities, associated with the sale of securities pursuant to this prospectus.
Our registration of the securities covered by this prospectus does not mean that either we or the Selling Securityholders will issue, offer or sell, as
applicable, any of the securities. The Selling Securityholders and any of their permitted transferees may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. Additional information on the
Selling Securityholders, and the times and manner in which they may offer and sell the securities under this prospectus, is provided under Selling Securityholders and Plan of Distribution in this prospectus.
You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. Our Class A common stock
and warrants are listed on the New York Stock Exchange, or the NYSE, under the symbols CANO and CANO WS, respectively. On August 31, 2022, the closing price of our Class A common stock was $6.17 per share and the
closing price of our warrants was $1.40.
Investing in our securities
involves a high degree of risk. Before you invest in our securities, you should carefully read the section entitled Risk Factors on page 9 of this prospectus, and other risk factors
contained in any applicable prospectus supplement and in the documents incorporated by reference herein and therein.
Neither the SEC nor any state
securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is September 12, 2022.