Officers and Directors Our amended and restated certificate of incorporation will provide that our officer and directors will be indemnified by us to the fullest extent authorized by Delaware law, as it now exists or may in the future be amended. In addition, our amended and restated certificate of incorporation will provide that our directors will not be personally liable for monetary damages to us or our stockholders for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions as directors. We will enter into agreements with our officer and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated certificate of incorporation. Our bylaws also will permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification. We will purchase a policy of directors’ and officer’s liability insurance that insures our officer and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officer and directors. Except with respect to any public shares they may acquire in this offering or thereafter (in the event we do not consummate an initial business combination), our officer and directors have agreed to waive (and any other persons who may become an officer or director prior to the initial business combination will also be required to waive) any right, title, interest or claim of any kind in or to any monies in the trust account, and not to seek recourse against the trust account for any reason whatsoever, including with respect to such indemnification (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officer and directors, even though such an action, if successful, might otherwise benefit 133 TABLE OF CONTENTS us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officer and directors pursuant to these indemnification provisions. We believe that these provisions, the directors’ and officer’s liability insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. 134 TABLE OF CONTENTS​ PRINCIPAL STOCKHOLDERS The following table sets forth information regarding the beneficial ownership of our common stock as of the date of this prospectus, and as adjusted to reflect the sale of our common stock included in the units offered by this prospectus, and assuming no purchase of units in this offering, by: • each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; ​ • each of our officer, directors and director nominees that beneficially owns shares of our common stock; and ​ • all our officer, directors and director nominees as a group. ​ Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within 60 days of the date of this prospectus. On March 8, 2021, our sponsor purchased 5,750,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. In June 2021, our sponsor transferred an aggregate of 275,000 founder shares to certain of our directors and advisers or entities controlled by our directors and advisers. These 275,000 founder shares are not subject to forfeiture in the event the underwriters’ over-allotment option is not exercised. See “Certain Relationships and Related Party Transactions” for additional information. Subsequently, in September 2021, our sponsor forfeited an aggregate of 1,437,500 of the remaining 5,475,000 founder for no consideration, thereby resulting in 4,312,500 remaining founder shares held by our sponsor, directors and advisers or entities controlled by our directors and advisers. The following table presents the number of shares and percentage of our common stock owned by our initial stockholders before and after this offering. The post-offering percentages presented assume that the underwriter does not exercise its over-allotment option, that our sponsor forfeits 562,500 founder shares on a pro rata basis, and that there are 18,750,000 shares of our common stock, consisting of (i) 15,000,000 shares of our Class A common stock and (ii) 3,750,000 shares of our Class B common stock, issued and outstanding after this offering. ​ ​ ​ ​ ​ ​ ​ ​ ​ Approximate Percentage of Outstanding Common Stock ​ Name and Address of Beneficial Owner(1) ​ ​ Number of Shares Beneficially Owned(2) ​ ​ Before Offering ​ ​ After Offering(2) ​ Intelligent Medicine Sponsor LLC(3) ​ ​ ​ ​ 4,037,500 ​ ​ ​ ​ ​ 93.6% ​ ​ ​ ​ ​ 18.5% ​ ​ Gregory C. Simon ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ Jack D. Hidary ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ Joseph L. Schocken ​ ​ ​ ​ 25,000 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ * ​ ​ Patience Marime-Ball ​ ​ ​ ​ 50,000 ​ ​ ​ ​ ​ 1.2% ​ ​ ​ ​ ​ * ​ ​ Kavita Patel ​ ​ ​ ​ 50,000 ​ ​ ​ ​ ​ 1.2% ​ ​ ​ ​ ​ * ​ ​ All officer, directors and director nominees as a group (five individuals) ​ ​ ​ ​ 125,000 ​ ​ ​ ​ ​ 2.9% ​ ​ ​ ​ ​ * ​ ​ ​ * less than 1% ​ (1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o Intelligent Medicine Acquisition Corp., 9001 Burdette Rd., Bethesda, MD 20817. ​ (2) Interests shown consist solely of founder shares, classified as shares of Class B common stock. Such shares are convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment, as described in the section of this prospectus entitled “Description of Securities.” ​ (3) Our sponsor is the record holder of such shares. Our sponsor is managed by a board of managers ​ 135 TABLE OF CONTENTS consisting of Gregory C. Simon, Jack D. Hidary, Samir N. Khleif and Geoffrey S. Ling. Any action by our sponsor with respect to our company or the founder shares, including voting and dispositive decisions, requires a majority vote of the members of the board of managers. Under the so-called “rule of three,” because voting and dispositive decisions are made by a majority of our sponsor’s managers, none of the managers of our sponsor is deemed to be a beneficial owner of our sponsor’s securities, even those in which such manager holds a pecuniary interest. Accordingly, none of our directors or officer is deemed to have or share beneficial ownership of the founder shares held by our sponsor and, for the avoidance of doubt, each expressly disclaims any such beneficial interest to the extent of any pecuniary interest he or she may have therein, directly or indirectly. Immediately after this offering, our initial stockholders will beneficially own 20% of the then-issued and outstanding shares of our common stock (assuming they do not purchase any units in this offering). Neither our sponsor nor any of our officer or directors have expressed an intention to purchase any units in this offering. If we increase or decrease the size of this offering, we will effect a stock dividend or a share contribution back to capital, or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to the consummation of the offering in such amount as to maintain the ownership of our initial stockholders at 20% of the issued and outstanding shares of our common stock upon the consummation of this offering. Because of this ownership block, our initial stockholders may be able to effectively influence the outcome of all matters requiring approval by our stockholders, including amendments to our amended and restated certificate of incorporation and approval of significant corporate transactions, including approval of our initial business combination. Our initial stockholders, officer and directors have entered into a letter agreement with us pursuant to which they have agreed to vote any shares owned by them in favor of any proposed initial business combination and to waive their redemption rights with respect to their founder shares and public shares in connection with (i) the completion of our initial business combination or (ii) a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 15 months from the closing of this offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity. Our sponsor and Cantor have agreed, pursuant to a written agreement, to purchase an aggregate of 8,000,000 private placement warrants (or 8,900,000 warrants if the underwriters’ over-allotment option is exercised in full), at a price of $1.00 per warrant, or $8,000,000 in the aggregate (or $8,900,000 if the underwriters’ over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. Of those 8,000,000 private placement warrants, our sponsor has agreed to purchase 7,250,000 private placement warrants and Cantor has agreed to purchase 750,000 private placement warrants in the aggregate (or 8,037,500 and 862,500 warrants, respectively, if the over-allotment option is exercised in full). Each private placement warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $153,000,000 (or $175,950,000 if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete our initial business combination within 15 months from the closing of this offering, the private placement warrants will expire worthless. Our sponsor and our officer and directors are deemed to be our “promoters” as such term is defined under the federal securities laws. Restrictions on Transfers of Founder Shares and Private Placement Warrants The founder shares, private placement warrants and any shares of Class A common stock issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with us to be entered into by our initial stockholders, officer and directors. Those lock-up provisions provide that such securities are not transferable or salable (i) in the case of the founder shares, until the earlier of (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and 136 TABLE OF CONTENTS the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property, and (ii) in the case of the private placement warrants and the Class A common stock underlying such warrants, until 30 days after the completion of our initial business combination, except in each case (a) to our officer or directors, any affiliates or family members of any of our officer or directors, any members of our sponsor, or any affiliates of our sponsor, as well as affiliates of such members and funds and accounts advised by such members, (b) in the case of an individual, by gift to such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of an initial business combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) in the event of our liquidation prior to the completion of our initial business combination; (g) by virtue of the laws of the State of Delaware or our sponsor’s limited liability company agreement upon dissolution of our sponsor; or (h) in the event of our liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to our completion of our initial business combination; provided, however, that in the case of clauses (a) through (e) or (g) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement and by the same agreements entered into by our sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described elsewhere in this prospectus). In addition, for as long as the private placement warrants are held by Cantor or its designees or affiliates, they will be subject to the lock-up restrictions imposed by FINRA Rule 5110 and may not be exercised after five years from the effective date of the registration statement of which this prospectus forms a part. Registration and Stockholder Rights The holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans will have registration rights to require us to register a sale of any of our securities held by them pursuant to a registration and stockholder rights agreement to be signed prior to or on the effective date of this offering. These holders will be entitled to make up to three demands, excluding short form registration demands, that we register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by us. Notwithstanding the foregoing, Cantor may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement of which this prospectus forms a part and may not exercise its demand rights on more than one occasion. In addition, pursuant to the registration and stockholder rights agreement, our sponsor, upon consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors. 137 TABLE OF CONTENTS​ CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS On March 8, 2021, we issued an aggregate of 5,750,000 founder shares to our sponsor for an aggregate purchase price of $25,000 in cash, or approximately $0.004 per share. In June 2021, our sponsor transferred an aggregate of 275,000 founder shares to certain of our directors and advisers or entities controlled by our directors and advisers. These 275,000 founder shares are not subject to forfeiture in the event the underwriters’ over-allotment option is not exercised. See “Certain Relationships and Related Party Transactions” for additional information. Subsequently, in September 2021, our sponsor forfeited an aggregate of 1,437,500 of the remaining 5,475,000 founder for no consideration, thereby resulting in 4,312,500 remaining founder shares held by our sponsor, directors and advisers or entities controlled by our directors and advisers. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares upon completion of this offering. Up to 562,500 founder shares are subject to forfeiture by our sponsor depending on the extent to which the underwriter’s over-allotment option is exercised. If we increase or decrease the size of this offering we will effect a stock dividend or a share contribution back to capital or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to the consummation of the offering in such amount as to maintain the ownership of our initial stockholders at 20% of the issued and outstanding shares of our common stock upon the consummation of this offering. Up to 562,500 founder shares held by our sponsor are subject to forfeiture by our sponsor depending on the extent to which the underwriter’s over-allotment option is exercised. The founder shares (including the Class A common stock issuable upon conversion thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder. The names of each of our directors and advisers who have beneficial ownership of the 275,000 founder shares (either directly or through entities that they control) are forth in the table below: Director or Adviser ​ ​ Class B Ordinary Shares Transferred ​ Joseph L. Schocken ​ ​ 25,000 ​ Patience Marime-Ball ​ ​ 50,000 ​ Kavita Patel ​ ​ 50,000 ​ Usama Fayyad ​ ​ 25,000 ​ William A. Haseltine ​ ​ 25,000 ​ Llew Keltner ​ ​ 25,000 ​ Jonathan J. Fleming ​ ​ 25,000 ​ Peter S. Knight ​ ​ 25,000 ​ Sue Siegel ​ ​ 25,000 ​ These 275,000 founder shares are not subject to forfeiture in the event the underwriters’ over-allotment option is not exercised. Our sponsor and Cantor have committed to purchase an aggregate of 8,000,000 private placement warrants (or 8,900,000 private placement warrants if the underwriter’s over-allotment option is exercised in full) at a price of $1.00 per warrant ($8,000,000 in the aggregate, or $8,900,000 if the underwriter’s over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. Of those 8,000,000 private placement warrants, our sponsor has agreed to purchase 7,250,000 private placement warrants and Cantor has agreed to purchase 750,000 private placement warrants in the aggregate (or 8,037,500 and 862,500 respectively, if the underwriter’s over-allotment option is exercised in full). As such, our sponsor’s interest in this transaction is valued at between $7,275,000 and $8,062,500, depending on the number of private placement warrants p