EX-10.3





 Exhibit 10.3 

INVESTMENT MANAGEMENT TRUST AGREEMENT 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between
AfterNext HealthTech Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). 

WHEREAS, the Company’s registration statement on Form S-1, Registration Statement No. 333-[●] (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the
“Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of
one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date
hereof by the U.S. Securities and Exchange Commission; and 
 WHEREAS, the Company has entered into an Underwriting Agreement (the
“Underwriting Agreement”) with Goldman Sachs & Co. LLC, Deutsche Bank Securities Inc. and BofA Securities, Inc., as representatives (the “Representatives”) of the several underwriters (the
“Underwriters”) named therein; and 
 WHEREAS, as described in the Registration Statement, an aggregate of
$250,000,000 from the proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $287,500,000 if the Underwriters’ over-allotment option is
exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”) for the benefit of the Company and the holders of
Ordinary Shares included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,” the
shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together as the
“Beneficiaries”); and 
 WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to
$8,750,000, or $10,062,500 if the Underwriters’ over-allotment option is exercised in full is attributable to deferred underwriting discounts and commissions that may be payable by the Company to the Underwriters upon the consummation of the
Business Combination (as defined below) (the “Deferred Discount”); and 
 WHEREAS, the Company and the
Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property. 

NOW THEREFORE, IT IS AGREED: 

1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: 

(a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the
Trustee in the United States at J.P. Morgan Chase Bank, N.A. . (or at another U.S.- chartered commercial bank with consolidated assets of $100 billion or more) and at a brokerage institution selected by the Trustee that is reasonably
satisfactory to the Company; 
 (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;

 (c) In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, as determined by the Company; the Trustee may not invest in any other
securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder; while the account funds are invested or uninvested the Trustee may earn
bank credits, or other consideration. 












 (d) Collect and receive, when due, all interest or other income arising from the Property,
which shall become part of the “Property,” as such term is used herein; 
 (e) Promptly notify the Company and the Representatives
of all communications received by the Trustee with respect to any Property requiring action by the Company; 
 (f) Supply any necessary
information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns relating to assets held in the Trust Account or in connection with the preparation or
completion of the audit of the Company’s financial statements by the Company’s auditors; 
 (g) Participate in any plan or
proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so; 

(h) Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and
disbursements of the Trust Account; 
 (i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and
only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B signed on behalf of the Company by
the Company’s Chief Financial Officer or Secretary, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein; or (y) upon the date
which is 24 months after the closing of the Offering, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination
Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest that may be released to
the Company to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date; 
 (j) Upon written
request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and
distribute to the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount
shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority; provided, however, that to the extent there is not
sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution, so long as there is no reduction in the
principal amount per share initially deposited in the Trust Account; provided, further, that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the
franchise tax bill for the Company and a written statement from the principal financial officer of the Company setting forth the actual amount payable (it being acknowledged and agreed that any such amount in excess of interest income earned on the
Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond
said request; 
 (k) Upon written request from the Company, which may be given from time to time in a form substantially similar to that
attached hereto as Exhibit D, the Trustee shall distribute to the remitting brokers on behalf of the Public Shareholders redeeming Ordinary Shares the amount required to redeem such Ordinary Shares properly submitted in connection with a
shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of its Ordinary Shares if the
Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated memorandum and articles of association or (ii) with respect to any provisions related to shareholders’
rights or pre-initial Business Combination activity; and 












 (l) Not make any withdrawals or distributions from the Trust Account other than pursuant to
Section 1(i), (j) or (k) above. 
 2. Agreements and Covenants of the Company. The Company hereby agrees and covenants to:

 (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Financial Officer or Secretary. In
addition, except with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in
good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; 

(b) Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all documented expenses,
including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim,
or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the
Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification
under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense
against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified
Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; 

(c) Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and
transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until it is distributed pursuant to Sections
1(i) through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Trustee shall refund to the Company the annual administration fee (on
a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be
provided in Section 2(b) hereof; 
 (d) In connection with any vote of the Company’s shareholders regarding a
merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”), provide to the Trustee an affidavit or
certificate of the inspector of elections for the shareholder meeting verifying the vote of such shareholders regarding such Business Combination; 

(e) Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with
respect to any proposed withdrawal from the Trust Account promptly after it issues the same; 
 (f) Instruct the Trustee to make only those
distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement; and 

(g) Within four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such
over-allotment expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall in no event be less than $10,500,000. 

3. Limitations of Liability. The Trustee shall have no responsibility or liability to: 

(a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this
Agreement and that which is expressly set forth herein; 












 (b) Take any action with respect to the Property, other than as directed in Section 1
hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; 

(c) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses
incident thereto; 
 (d) Refund any depreciation in principal of any Property; 

(e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; 
 (f) The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or
willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s
counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the
Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of
this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written
consent thereto; 
 (g) Verify the accuracy of the information contained in the Registration Statement; 

(h) Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as
contemplated by the Registration Statement; 
 (i) File information returns with respect to the Trust Account with any local, state or
federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; 

(j) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and
activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or 

(k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i),
1(j) and 1(k) hereof. 
 4. Trust Account Waiver. The Trustee has no right of
set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the
Trust Account that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or
Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account. 












 5. Termination. This Agreement shall terminate as follows: 

(a) If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject
to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this
Agreement shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have
the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or 

(b) At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of
Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b). 

6. Miscellaneous. 
 (a)
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential
information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential information, or of any change
in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary,
Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in
the information or transmission of the funds. 
 (b) This Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several original or facsimile counterparts,
each one of which shall constitute an original, and together shall constitute but one instrument. 
 (c) This Agreement contains the entire
agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i) and 1(k) hereof (which sections may not be modified, amended or deleted without the affirmative vote of sixty five percent (65%) or
more of the then issued and outstanding Ordinary Shares and Class F ordinary shares, par value $0.0001 per share, of the Company voting together as a single class; provided that no such amendment will affect any Public Shareholder who has
otherwise indicated his election to redeem his Ordinary Shares in connection with a shareholder vote sought to amend this Agreement), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a
typographical error) by a writing signed by each of the parties hereto. 
 (d) The parties hereto consent to the jurisdiction and venue of
any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL
BY JURY. 
 (e) Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in
writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile transmission: 

if to the Trustee, to: 

Continental Stock Transfer & Trust Company 

1 State Street, 30th Floor 












 New York, NY 10004 

Attn: Francis E. Wolf, Jr. and Celeste Gonzalez 

Email:    fwolf@continentalstock.com 

  cgonzalez@continentalstock.com: 

if to the Company, to: 
 AfterNext
HealthTech Acquisition Corp. 
 301 Commerce Street, Suite 3300 

Fort Worth, TX 76102 
 Attn:
Office of the General Counsel 
 Fax No.: (817) 871-4001 

in each case, with copies to: 

Latham & Watkins LLP 

1271 Avenue of the Americas 
 New
York, NY 10020 
 Attn: Michael Benjamin, Esq. 

Email: Michael.Benjamin@lw.com 

and 
 Goldman Sachs & Co.
LLC 
 200 West Street 
 New
York, New York 10282 
 Attn: 

Tel: 
 and 

Deutsche Bank Securities Inc. 
 60
Wall Street 
 New York, NY 10005 

Attn: 
 Tel: 

and 
 BofA Securities, Inc. 

200 West Street 
 New York, New
York 10282 
 Attn: 
 Tel: 

and 
 Ropes & Gray LLP

 1211 Avenue of the Americas 

New York, New York 10036 
 Attn:
Paul D. Tropp, Esq. 
 Christopher Capuzzi, Esq. 

Fax No.: (212) 596-9090 

(f) This Agreement may not be assigned by the Trustee without the prior consent of the Company. 

(g) Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way of
set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. 












 (h) This Agreement is the joint product of the Trustee and the Company and each provision
hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto. 

(i) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof. 

(j) Each of the Company and the Trustee hereby acknowledges and agrees that the Representatives, on behalf of the Underwriters, are third
party beneficiaries of this Agreement. 
 (k) Except as specified herein, no party to this Agreement may assign its rights or delegate its
obligations hereunder to any other person or entity. 
 [Signature Page Follows] 












 IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust
Agreement as of the date first written above. 
  

					
	Continental Stock Transfer & Trust Company, as Trustee
		
	By:	 	  

		 	Name:	 	Francis Wolf
		 	Title:	 	Vice President
	
	AfterNext HealthTech Acquisition Corp.
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


 [Signature Page to Investment Management Trust Agreement] 












 SCHEDULE A 
  

							
	Fee Item	  	Time and method of payment	  	Amount	 
	 Initial acceptance fee
	  	Initial closing of Offering by wire transfer.	  	$	3,500	 
			
	 Annual fee
	  	First year, initial closing of Offering by wire transfer, thereafter on the anniversary of the effective date of the Offering by wire transfer or check.	  	$	10,000	 
			
	 Transaction processing fee for disbursements to Company under Sections 1(i), 1(k) and
1(j)
	  	Deduction by Trustee from accumulated income following disbursement made to Company under Section 1	  	$	250	 
			
	 Paying Agent services as required pursuant to Section 1(i) and 1(k)
	  	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	  	 	Prevailing rates	 













 EXHIBIT A 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th Floor 

New York, NY 10004 
 Attn: Francis E. Wolf, Jr. and Celeste
Gonzalez 
 Re: Trust Account Termination Letter 

Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(i) of the Investment Management Trust Agreement between AfterNext HealthTech Acquisition Corp.
(the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), this is to advise you that the
Company has entered into an agreement with [●] (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The
Company shall notify you at least forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have
the meanings set forth in the Trust Agreement. 
 In accordance with the terms of the Trust Agreement, we hereby authorize you to commence
to liquidate all of the assets of the Trust Account, and to transfer the proceeds to the above-referenced trust checking account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in the Trust Account
will be immediately available for transfer to the account or accounts that the Company and the Representatives (with respect to the Deferred Discount) shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on
deposit in the trust checking account at J.P. Morgan Chase Bank, N.A. awaiting distribution, neither the Company nor the Representatives will earn any interest or dividends. 

On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been
consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate
of the Company’s Chief Executive Officer and Chairman of the Board, President or Chief Financial Officer, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held and
(b) joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including express instruction to pay the Deferred Discount from the Trust Account directly to the
account or accounts directed by the Representatives (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the
Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the
same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable
unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated. 
 In the
event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of
written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such written
instruction as soon thereafter as possible. 
  

			
	Very truly yours,
	AfterNext HealthTech Acquisition Corp.


 
			
	By:	 	  



  

	cc:	 Goldman Sachs & Co. LLC 



Deutsche Bank Securities Inc. 

BofA Securities, Inc. 












 EXHIBIT B 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 One State Street, 30th Floor 

New York, NY 10004 
 Attn: Francis E. Wolf, Jr.; Celeste Gonzalez

 Re: Trust Account Termination Letter 

Dear Mr. Wolf and Ms. Gonzalez: 
 Pursuant to
Section 1(i) of the Investment Management Trust Agreement between AfterNext HealthTech Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the
“Trustee”), dated as of [●], 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business the time frame specified
in the Company’s Amended and Restated Memorandum and Articles of Association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust
Agreement. 
 In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust
Account , and to transfer the total proceeds to the trust checking account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected [●] as the effective date for the purpose of determining when
the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s
Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association of the Company. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be
terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement. 
  

			
	Very truly yours,
	AfterNext HealthTech Acquisition Corp.
	By:	 	  

		 	Name:
		 	Title:


  

	cc:	 Goldman Sachs & Co. LLC 



Deutsche Bank Securities Inc. 

BofA Securities, Inc. 












 EXHIBIT C 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th Floor 

New York, NY 10004 
 Attn: Francis E. Wolf, Jr. and Celeste
Gonzalez 
 Re: Trust Account Tax Payment Withdrawal Instruction 

Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(j) of the Investment Management Trust Agreement between AfterNext HealthTech Acquisition Corp.
(the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), the Company hereby requests that
you deliver to the Company $[●] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. 

The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the
terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at: 

[WIRE INSTRUCTION INFORMATION] 
  

			
	Very truly yours,
	AfterNext HealthTech Acquisition Corp.
	By:	 	  

		 	Name:
		 	Title:


  

	cc:	 Goldman Sachs & Co. LLC 



Deutsche Bank Securities Inc. 

BofA Securities, Inc. 












 EXHIBIT D 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th Floor 

New York, NY 10004 
 Attn: Francis E. Wolf, Jr.; Celeste Gonzalez

  

	 	Re:	 Trust Account Shareholder Redemption Withdrawal Instruction 



Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(k) of the Investment Management Trust Agreement between AfterNext HealthTech Acquisition Corp.
(the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2021 (the “Trust Agreement”), the Company hereby requests that you deliver
to the redeeming Public Shareholders of the Company $[●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

 The Company needs such funds to pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the
Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of its
Ordinary Shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated memorandum and articles of association or (ii) with respect to any provisions related
to shareholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter
to the remitting brokers on behalf of the redeeming Public Shareholders in accordance with your customary procedures. 
  

			
	Very truly yours,
	AfterNext HealthTech Acquisition Corp.
	By:	 	  

		 	Name:
		 	Title:


  

	cc:	 Goldman Sachs & Co. LLC 



Deutsche Bank Securities Inc. 

BofA Securities, Inc.