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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Compute Health Acquisition Corp. Redeemable warrants, each whole warrant exercisable for one share o
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40001 Compute Health Acquisition Corp. (Exact name of registrant as spec |
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| August 2, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 14, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
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| July 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| July 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 28, 2023 (July 28, 2023) Compute Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40001 85-3449307 (State or other jurisdiction of inc |
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| July 28, 2023 |
Compute Health Acquisition Corp. Stockholders Approve Business Combination with Allurion EX-99.1 Exhibit 99.1 Compute Health Acquisition Corp. Stockholders Approve Business Combination with Allurion NATICK, Mass. and Wilmington, DE – July 28, 2023—Allurion Technologies, Inc. (“Allurion”), a company dedicated to ending obesity, and Compute Health Acquisition Corp. (“Compute Health”) (NYSE: CPUH) today announced that Compute Health’s stockholders have approved all proposals related to t |
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| July 26, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 26, 2023 (July 26, 2023) Compute Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40001 85-3449307 (State or other jurisdiction of |
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| July 26, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2023 (July 25, 2023) Compute Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40001 85-3449307 (State or other jurisdi |
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| July 26, 2023 |
FIRST AMENDMENT TO WARRANT AGREEMENT Dated as of , 2023 EX-4.1 Exhibit 4.1 FIRST AMENDMENT TO WARRANT AGREEMENT Dated as of , 2023 THIS FIRST AMENDMENT TO THE WARRANT AGREEMENT (this “Amendment”), dated as of , 2023, is by and between Compute Health Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). WHEREAS, the Comp |
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| July 26, 2023 |
EX-99.1 Exhibit 99.1 Compute Health Acquisition Corp. Warrant Holders Hold Special Meeting Approve Warrant Agreement Amendment Wilmington, DE– July 26, 2023 – Compute Health Acquisition Corp. (“Compute Health”) (NYSE: CPUH, CPUH WS, CPUH.U) today announced that at a special meeting of Compute Health’s warrant holders held today (the “Warrant Holder Meeting”), the previously announced proposal to a |
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| July 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2023 (July 25, 2023) Compute Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40001 85-3449307 (State or other jurisdictio |
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| July 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 26, 2023 (July 26, 2023) Compute Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40001 85-3449307 (State or other jurisdiction of inc |
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| July 26, 2023 |
425 Filed by Allurion Technologies Holdings, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Compute Health Acquisition Corp. Commission File No.: 001-40001 Date: July 25, 2023 Allurion Announces New Additions to Board of Directors and Executive Leadership Team Serial healthcare entrepren |
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| July 26, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| July 24, 2023 |
FIRST AMENDMENT TO WARRANT AGREEMENT Dated as of , 2023 EX-4.1 Exhibit 4.1 FIRST AMENDMENT TO WARRANT AGREEMENT Dated as of , 2023 THIS FIRST AMENDMENT TO THE WARRANT AGREEMENT (this “Amendment”), dated as of , 2023, is by and between Compute Health Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). WHEREAS, the Comp |
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| July 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2023 (July 23, 2023) Compute Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40001 85-3449307 (State or other jurisdictio |
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| July 24, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2023 (July 23, 2023) Compute Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40001 85-3449307 (State or other jurisdi |
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| July 24, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| July 24, 2023 |
EX-99.1 Exhibit 99.1 Allurion Technologies, Inc. and Compute Health Acquisition Corp. Announce Updated Terms to Warrant Agreement Amendment Warrant Holder Meeting to Take Place on July 25, 2023 as Previously Announced All Compute Health Acquisition Corp. Stockholders Encouraged to Vote “FOR” all Proposals to be Presented at the Warrant Holder Meeting NATICK, Mass. and Wilmington, DE – July 23, 202 |
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| July 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| July 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use |
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| July 7, 2023 |
DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| June 9, 2023 |
Filed by Allurion Technologies Holdings, Inc. 425 Filed by Allurion Technologies Holdings, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Compute Health Acquisition Corp. Commission File No.: 001-40001 Date: June 9, 2023 Disclaimer Forward-Looking Statements Certain statements, estimates, targets and projections in this presentation |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40001 Compute Health Acqui |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40001 CUSIP Number: 204833 107 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra |
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| May 2, 2023 |
Exhibit 10.10 Execution Version May 2, 2023 CONFIDENTIAL Re: RSU Partial Forfeiture and Amendment Agreement Dear Krishna: Reference is hereby made to that certain Business Combination Agreement, dated as of February 9, 2023, by and among Compute Health Acquisition Corp. (“CPUH”), Allurion Technologies, Inc. (the “Company”), and certain other specified parties therein (the “BCA”), pursuant to which |
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| May 2, 2023 |
Exhibit 10.6 Execution Version Compute Health Acquisition Corp. 1100 North Market Street, 4th Floor Wilmington, DE 19890 May 2, 2023 Compute Health LLC 1100 North Market Street, 4th Floor Wilmington, DE 19890 Attention: Chief Executive Officer Allurion Technologies, Inc. 11 Huron Drive Natick, MA 01760 Attention: Chief Executive Officer RTW Master Fund, Ltd. RTW Innovation Master Fund, Ltd. RTW Ve |
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| May 2, 2023 |
Exhibit 10.5 Execution Version BACKSTOP AGREEMENT This Backstop Agreement (this “Agreement”) is entered into as of May 2, 2023, by and among the Person or Persons set forth on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”), Hunter Ventures Limited (the “Noteholder”), Allurion Technologies Holdings, Inc., a Delaware corporation and direct, wholly-owned subsidiary |
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| May 2, 2023 |
Exhibit 10.2 Execution Version Termination Letter Agreement May 2, 2023 Allurion Technologies, Inc. 11 Huron Drive Natick, MA 01760 Re: Termination of Side Letters Ladies and Gentlemen: Reference is made to (a) that certain Convertible Note Purchase Agreement, dated as of February 15, 2023 (as amended or restated, the “Convertible Note Purchase Agreement”), by and among Allurion Technologies, Inc. |
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| May 2, 2023 |
Exhibit 10.4 Written CONSENT TO PREPAYMENT This Written Consent to Prepayment (this “Consent”) is entered into as of May 2, 2023, by and between Allurion Technologies, Inc., a Delaware corporation (the “Company”), and Hunter Ventures Limited (the “Holder”). RECITALS Whereas, the Company issued to the Holder that certain Convertible Unsecured Promissory Note on February 15, 2023 in the original pri |
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| May 2, 2023 |
Form of Investor Rights Agreement. Exhibit 10.11 Exhibit A INVESTOR RIGHTS AND LOCK-UP AGREEMENT THIS INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is entered into as of [●], 2023, by and among Allurion Technologies, Inc. (f/k/a Allurion Technologies Holdings, Inc.), a Delaware corporation (the “Company”), and the parties listed as Investors on Schedule I hereto (each, including any person or entity who hereinafter becom |
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| May 2, 2023 |
Exhibit 10.1 Execution Version Termination Letter Agreement May 2, 2023 Allurion Technologies, Inc. 11 Huron Drive Natick, MA 01760 Re: Termination of Side Letter Ladies and Gentlemen: Reference is made to that certain (a) Convertible Note Purchase Agreement, dated as of February 15, 2023 (as amended or restated, the “Convertible Note Purchase Agreement”), by and among Allurion Technologies, Inc., |
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| May 2, 2023 |
Exhibit 10.10 Execution Version May 2, 2023 CONFIDENTIAL Re: RSU Partial Forfeiture and Amendment Agreement Dear Krishna: Reference is hereby made to that certain Business Combination Agreement, dated as of February 9, 2023, by and among Compute Health Acquisition Corp. (“CPUH”), Allurion Technologies, Inc. (the “Company”), and certain other specified parties therein (the “BCA”), pursuant to which |
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| May 2, 2023 |
Exhibit 10.8 Execution Version CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of May 2, 2023, is entered into by and between Shantanu K. Gaur and Neha Gaur, Trustees of THE SHANTANU K. GAUR REVOCABLE TRUST OF 2021 (the “Contributor”), and Allurion Technologies Holdings, Inc. (the “Company”). WHEREAS, on February 9, 2023, Compute Health Acquisition Corp., a Delaware |
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| May 2, 2023 |
Exhibit 10.5 Execution Version BACKSTOP AGREEMENT This Backstop Agreement (this “Agreement”) is entered into as of May 2, 2023, by and among the Person or Persons set forth on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”), Hunter Ventures Limited (the “Noteholder”), Allurion Technologies Holdings, Inc., a Delaware corporation and direct, wholly-owned subsidiary |
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| May 2, 2023 |
Exhibit 10.3 Execution Version Termination Letter Agreement May 2, 2023 Allurion Technologies, Inc. 11 Huron Drive Natick, MA 01760 Re: Termination of Side Letter Ladies and Gentlemen: Reference is made to that certain (a) Convertible Note Purchase Agreement, dated as of February 15, 2023 (as amended or restated, the “Convertible Note Purchase Agreement”), by and among Allurion Technologies, Inc., |
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| May 2, 2023 |
Exhibit 10.1 Execution Version Termination Letter Agreement May 2, 2023 Allurion Technologies, Inc. 11 Huron Drive Natick, MA 01760 Re: Termination of Side Letter Ladies and Gentlemen: Reference is made to that certain (a) Convertible Note Purchase Agreement, dated as of February 15, 2023 (as amended or restated, the “Convertible Note Purchase Agreement”), by and among Allurion Technologies, Inc., |
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| May 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2023 Compute Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40001 85-3449307 (State or other jurisdiction of incorporation |
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| May 2, 2023 |
Exhibit 2.1 Execution Version AMENDMENT NO. 1 TO THE BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 1 (this “Amendment”), dated as of May 2, 2023, to the Business Combination Agreement, dated as of February 9, 2023, by and among Compute Health Acquisition Corp., a Delaware corporation (“CPUH”), Compute Health Corp., a Delaware corporation (“Merger Sub I”), Compute Health LLC, a Delaware limited |
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| May 2, 2023 |
Exhibit 10.6 Execution Version Compute Health Acquisition Corp. 1100 North Market Street, 4th Floor Wilmington, DE 19890 May 2, 2023 Compute Health LLC 1100 North Market Street, 4th Floor Wilmington, DE 19890 Attention: Chief Executive Officer Allurion Technologies, Inc. 11 Huron Drive Natick, MA 01760 Attention: Chief Executive Officer RTW Master Fund, Ltd. RTW Innovation Master Fund, Ltd. RTW Ve |
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| May 2, 2023 |
Exhibit 10.5 Execution Version BACKSTOP AGREEMENT This Backstop Agreement (this “Agreement”) is entered into as of May 2, 2023, by and among the Person or Persons set forth on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”), Hunter Ventures Limited (the “Noteholder”), Allurion Technologies Holdings, Inc., a Delaware corporation and direct, wholly-owned subsidiary |
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| May 2, 2023 |
Exhibit 10.4 Written CONSENT TO PREPAYMENT This Written Consent to Prepayment (this “Consent”) is entered into as of May 2, 2023, by and between Allurion Technologies, Inc., a Delaware corporation (the “Company”), and Hunter Ventures Limited (the “Holder”). RECITALS Whereas, the Company issued to the Holder that certain Convertible Unsecured Promissory Note on February 15, 2023 in the original pri |
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| May 2, 2023 |
Exhibit 10.10 Execution Version May 2, 2023 CONFIDENTIAL Re: RSU Partial Forfeiture and Amendment Agreement Dear Krishna: Reference is hereby made to that certain Business Combination Agreement, dated as of February 9, 2023, by and among Compute Health Acquisition Corp. (“CPUH”), Allurion Technologies, Inc. (the “Company”), and certain other specified parties therein (the “BCA”), pursuant to which |
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| May 2, 2023 |
Exhibit 10.2 Execution Version Termination Letter Agreement May 2, 2023 Allurion Technologies, Inc. 11 Huron Drive Natick, MA 01760 Re: Termination of Side Letters Ladies and Gentlemen: Reference is made to (a) that certain Convertible Note Purchase Agreement, dated as of February 15, 2023 (as amended or restated, the “Convertible Note Purchase Agreement”), by and among Allurion Technologies, Inc. |
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| May 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2023 Compute Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40001 85-3449307 (State or other jurisdiction of incorporation |
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| May 2, 2023 |
Exhibit 10.9 Execution Version CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of May 2, 2023, is entered into by and between Compute Health Sponsor LLC, a Delaware limited liability company (the “Contributor”), and Compute Health Acquisition Corp., a Delaware corporation (the “Company”). WHEREAS, on February 9, 2023, the Company, Compute Health Corp., a Delaware co |
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| May 2, 2023 |
Exhibit 10.7 Execution Version May 2, 2023 Allurion Technologies, Inc. 11 Huron Drive Natick, MA 01760 Ladies and Gentlemen: Reference is made to that certain (a) Backstop Agreement, dated as of the date hereof (the “Backstop Agreement”), by and among the investors party thereto (the “Investors”), including CFIP2 ALLE LLC (“Fortress”, and together with its permitted Transferees (as defined in the |
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| May 2, 2023 |
Exhibit 10.4 Written CONSENT TO PREPAYMENT This Written Consent to Prepayment (this “Consent”) is entered into as of May 2, 2023, by and between Allurion Technologies, Inc., a Delaware corporation (the “Company”), and Hunter Ventures Limited (the “Holder”). RECITALS Whereas, the Company issued to the Holder that certain Convertible Unsecured Promissory Note on February 15, 2023 in the original pri |
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| May 2, 2023 |
Exhibit 10.7 Execution Version May 2, 2023 Allurion Technologies, Inc. 11 Huron Drive Natick, MA 01760 Ladies and Gentlemen: Reference is made to that certain (a) Backstop Agreement, dated as of the date hereof (the “Backstop Agreement”), by and among the investors party thereto (the “Investors”), including CFIP2 ALLE LLC (“Fortress”, and together with its permitted Transferees (as defined in the |
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| May 2, 2023 |
Exhibit 10.7 Execution Version May 2, 2023 Allurion Technologies, Inc. 11 Huron Drive Natick, MA 01760 Ladies and Gentlemen: Reference is made to that certain (a) Backstop Agreement, dated as of the date hereof (the “Backstop Agreement”), by and among the investors party thereto (the “Investors”), including CFIP2 ALLE LLC (“Fortress”, and together with its permitted Transferees (as defined in the |
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| May 2, 2023 |
Exhibit 10.3 Execution Version Termination Letter Agreement May 2, 2023 Allurion Technologies, Inc. 11 Huron Drive Natick, MA 01760 Re: Termination of Side Letter Ladies and Gentlemen: Reference is made to that certain (a) Convertible Note Purchase Agreement, dated as of February 15, 2023 (as amended or restated, the “Convertible Note Purchase Agreement”), by and among Allurion Technologies, Inc., |
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| May 2, 2023 |
Exhibit 2.1 Execution Version AMENDMENT NO. 1 TO THE BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 1 (this “Amendment”), dated as of May 2, 2023, to the Business Combination Agreement, dated as of February 9, 2023, by and among Compute Health Acquisition Corp., a Delaware corporation (“CPUH”), Compute Health Corp., a Delaware corporation (“Merger Sub I”), Compute Health LLC, a Delaware limited |
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| May 2, 2023 |
Exhibit 2.1 Execution Version AMENDMENT NO. 1 TO THE BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 1 (this “Amendment”), dated as of May 2, 2023, to the Business Combination Agreement, dated as of February 9, 2023, by and among Compute Health Acquisition Corp., a Delaware corporation (“CPUH”), Compute Health Corp., a Delaware corporation (“Merger Sub I”), Compute Health LLC, a Delaware limited |
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| May 2, 2023 |
Exhibit 10.9 Execution Version CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of May 2, 2023, is entered into by and between Compute Health Sponsor LLC, a Delaware limited liability company (the “Contributor”), and Compute Health Acquisition Corp., a Delaware corporation (the “Company”). WHEREAS, on February 9, 2023, the Company, Compute Health Corp., a Delaware co |
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| May 2, 2023 |
Exhibit 10.9 Execution Version CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of May 2, 2023, is entered into by and between Compute Health Sponsor LLC, a Delaware limited liability company (the “Contributor”), and Compute Health Acquisition Corp., a Delaware corporation (the “Company”). WHEREAS, on February 9, 2023, the Company, Compute Health Corp., a Delaware co |
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| May 2, 2023 |
Exhibit 10.8 Execution Version CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of May 2, 2023, is entered into by and between Shantanu K. Gaur and Neha Gaur, Trustees of THE SHANTANU K. GAUR REVOCABLE TRUST OF 2021 (the “Contributor”), and Allurion Technologies Holdings, Inc. (the “Company”). WHEREAS, on February 9, 2023, Compute Health Acquisition Corp., a Delaware |
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| May 2, 2023 |
Exhibit 10.11 Exhibit A INVESTOR RIGHTS AND LOCK-UP AGREEMENT THIS INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is entered into as of [●], 2023, by and among Allurion Technologies, Inc. (f/k/a Allurion Technologies Holdings, Inc.), a Delaware corporation (the “Company”), and the parties listed as Investors on Schedule I hereto (each, including any person or entity who hereinafter becom |
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| May 2, 2023 |
Exhibit 10.1 Execution Version Termination Letter Agreement May 2, 2023 Allurion Technologies, Inc. 11 Huron Drive Natick, MA 01760 Re: Termination of Side Letter Ladies and Gentlemen: Reference is made to that certain (a) Convertible Note Purchase Agreement, dated as of February 15, 2023 (as amended or restated, the “Convertible Note Purchase Agreement”), by and among Allurion Technologies, Inc., |
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| May 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2023 Compute Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40001 85-3449307 (State or other jurisdiction of incorporation |
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| May 2, 2023 |
Exhibit 10.8 Execution Version CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of May 2, 2023, is entered into by and between Shantanu K. Gaur and Neha Gaur, Trustees of THE SHANTANU K. GAUR REVOCABLE TRUST OF 2021 (the “Contributor”), and Allurion Technologies Holdings, Inc. (the “Company”). WHEREAS, on February 9, 2023, Compute Health Acquisition Corp., a Delaware |
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| May 2, 2023 |
Exhibit 10.6 Execution Version Compute Health Acquisition Corp. 1100 North Market Street, 4th Floor Wilmington, DE 19890 May 2, 2023 Compute Health LLC 1100 North Market Street, 4th Floor Wilmington, DE 19890 Attention: Chief Executive Officer Allurion Technologies, Inc. 11 Huron Drive Natick, MA 01760 Attention: Chief Executive Officer RTW Master Fund, Ltd. RTW Innovation Master Fund, Ltd. RTW Ve |
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| May 2, 2023 |
Exhibit 10.3 Execution Version Termination Letter Agreement May 2, 2023 Allurion Technologies, Inc. 11 Huron Drive Natick, MA 01760 Re: Termination of Side Letter Ladies and Gentlemen: Reference is made to that certain (a) Convertible Note Purchase Agreement, dated as of February 15, 2023 (as amended or restated, the “Convertible Note Purchase Agreement”), by and among Allurion Technologies, Inc., |
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| May 2, 2023 |
Exhibit 10.2 Execution Version Termination Letter Agreement May 2, 2023 Allurion Technologies, Inc. 11 Huron Drive Natick, MA 01760 Re: Termination of Side Letters Ladies and Gentlemen: Reference is made to (a) that certain Convertible Note Purchase Agreement, dated as of February 15, 2023 (as amended or restated, the “Convertible Note Purchase Agreement”), by and among Allurion Technologies, Inc. |
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| May 2, 2023 |
Form of Investor Rights Agreement. Exhibit 10.11 Exhibit A INVESTOR RIGHTS AND LOCK-UP AGREEMENT THIS INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is entered into as of [●], 2023, by and among Allurion Technologies, Inc. (f/k/a Allurion Technologies Holdings, Inc.), a Delaware corporation (the “Company”), and the parties listed as Investors on Schedule I hereto (each, including any person or entity who hereinafter becom |
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| April 4, 2023 |
Amended and Restated Certificate of Incorporation of the Company. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COMPUTE HEALTH ACQUISITION CORP. December 5, 2022 Compute Health Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Compute Health Acquisition Corp.” The original certificate of incorporation of the Cor |
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| April 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40001 COMPUTE HEALTH ACQ |
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| April 3, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 001-40001 FORM 12b-25 NOTIFICATION OF LATE FILING CUSIP Number 204833 107 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr |
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| February 14, 2023 |
CPUH / Compute Health Acquisition Corp. / PUBLIC INVESTMENT FUND Passive Investment SC 13G/A 1 formsc13ga-compute.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Compute Health Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 204833107 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this S |
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| February 10, 2023 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT BY AND AMONG COMPUTE HEALTH ACQUISITION CORP., COMPUTE HEALTH CORP., COMPUTE HEALTH LLC, ALLURION TECHNOLOGIES HOLDINGS, INC. AND ALLURION TECHNOLOGIES, INC. DATED AS OF FEBRUARY 9, 2023 TABLE OF CONTENTS Page Article 1 CERTAIN DEFINITIONS Section 1.1 Definitions 5 Section 1.2 Certain Defined Terms 23 Article 2 THE MERGERS Section 2.1 Closing Transactions |
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| February 10, 2023 |
Exhibit 10.10 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| February 10, 2023 |
Exhibit 10.9 BRIDGING AGREEMENT This BRIDGING AGREEMENT, dated as of February 9, 2023 (this “Agreement”), is by and among Allurion technologies, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto (each, a “Lender” and collectively, the “Lenders”), and fortress credit corp., as administrative agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used herein w |
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| February 10, 2023 |
CPUH / Compute Health Acquisition Corp. / ARISTEIA CAPITAL LLC Passive Investment SC 13G/A 1 sc13gacomputehealth.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Compute Health Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 204833107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this S |
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| February 10, 2023 |
Exhibit 99.2 © 2023 ALLURION TECHNOLOGIES - PROPRIETARY INFORMATION – CONFIDENTIAL Investor Presentation February 2023 We have one goal: End Obesity Allurion Executive Team Shantanu Gaur, M.D. Co - Founder, CEO Founded Allurion in 2009 at Harvard Medical School Ram Chuttani, M.D. Chief Medical Officer 20+ years as Harvard professor and Director of Endoscopy at BIDMC. Over 100 original scientific a |
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| February 10, 2023 |
Exhibit 10.1 Exhibit B SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of February 9, 2023, by and among Compute Health Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Compute Health Acquisition Corp., a Delaware corporation (“Acquiror”), the Persons set forth on Schedule I attached hereto (the “Holders” and together with the Spons |
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| February 10, 2023 |
Exhibit 10.7 Compute Health Acquisition Corp. 1100 North Market Street, 4th Floor Wilmington, DE 19890 February 9, 2023 Compute Health LLC 1100 North Market Street, 4th Floor Wilmington, DE 19890 Attention: Chief Executive Officer Allurion Technologies, Inc. 11 Huron Drive Natick, MA 01760 Attention: Chief Executive Officer RTW Master Fund, Ltd. RTW Innovation Master Fund, Ltd. RTW Venture Fund Li |
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| February 10, 2023 |
Exhibit 10.8 Execution Version REVENUE INTEREST FINANCING AGREEMENT among ALLURION TECHNOLOGIES, INC. and RTW MASTER FUND, LTD., RTW INNOVATION MASTER FUND, LTD., and RTW VENTURE FUND LIMITED Dated February 9, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS AND RULES OF CONSTRUCTION 1 Section 1.1 Defined Terms 1 Section 1.2 Rules of Construction 32 ARTICLE II REVENUE INTEREST FINANCING 33 Sect |
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| February 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2023 Compute Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40001 85-3449307 (State or other jurisdiction of incorpor |
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| February 10, 2023 |
Exhibit 10.2 Exhibit C STOCKHOLDER SUPPORT AGREEMENT This Stockholder Support Agreement (this “Agreement”) is dated as of February 9, 2023, by and among Compute Health Acquisition Corp., a Delaware corporation (“Acquiror”), the Persons set forth on Schedule I (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), Allurion Technologies Holdings, Inc., a Delaware corporation |
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| February 10, 2023 |
Form of PIPE Subscription Agreement. Exhibit 10.5 PRIVATE & CONFIDENTIAL SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February , 2023, by and among Compute Health Acquisition Corp., a Delaware corporation (the “Company”), Allurion Technologies Holdings, Inc., a Delaware corporation (“Pubco”) and the undersigned subscriber (“Subscriber”). WHEREAS, concurrently with the execution |
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| February 10, 2023 |
Exhibit 10.3 NON-REDEMPTION AGREEMENT THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of February 9, 2023, is made by and among Compute Health Acquisition Corp., a Delaware corporation (the “SPAC”), Allurion Technologies Holdings, Inc., a Delaware corporation (“Pubco”), Allurion Technologies, Inc., a Delaware corporation (the “Target”), and Medtronic, Inc., a Minnesota corporation (the |
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| February 10, 2023 |
Form of PIPE Subscription Agreement. EX-10.6 8 ea172635ex10-6compute.htm FORM OF PIPE SUBSCRIPTION AGREEMENT Exhibit 10.6 PRIVATE & CONFIDENTIAL SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February, 2023, by and among Compute Health Acquisition Corp., a Delaware corporation (the “Company”), Allurion Technologies Holdings, Inc., a Delaware corporation (“Pubco”) and the undersig |
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| February 10, 2023 |
Form of Investor Rights Agreement. Exhibit 10.4 Exhibit A INVESTOR RIGHTS AND LOCK-UP AGREEMENT THIS INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is entered into as of [●], 2023, by and among Allurion Technologies, Inc. (f/k/a Allurion Technologies Holdings, Inc.), a Delaware corporation (the “Company”), and the parties listed as Investors on Schedule I hereto (each, including any person or entity who hereinafter become |
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| February 10, 2023 |
Exhibit 99.1 Allurion, a Global Leader in Weight Loss Technology, to Become Publicly Listed Through Business Combination with Compute Health Acquisition Corp. ● Allurion has created the world’s first full stack weight-loss platform featuring the Allurion Gastric Balloon, the world’s first and only swallowable, procedure-less gastric balloon for weight loss and has seen revenues increase 100% year |
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| February 9, 2023 |
Exhibit 10.7 Compute Health Acquisition Corp. 1100 North Market Street, 4th Floor Wilmington, DE 19890 February 9, 2023 Compute Health LLC 1100 North Market Street, 4th Floor Wilmington, DE 19890 Attention: Chief Executive Officer Allurion Technologies, Inc. 11 Huron Drive Natick, MA 01760 Attention: Chief Executive Officer RTW Master Fund, Ltd. RTW Innovation Master Fund, Ltd. RTW Venture Fund Li |
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| February 9, 2023 |
EX-10.8 10 ea172635ex10-8compute.htm REVENUE INTEREST FINANCING AGREEMENT, DATED AS OF FEBRUARY 9, 2023, BY AND AMONG ALLURION TECHNOLOGIES, INC., RTW MASTER FUND, LTD., RTW INNOVATION MASTER FUND, LTD. AND RTW VENTURE FUND LIMITED Exhibit 10.8 Execution Version REVENUE INTEREST FINANCING AGREEMENT among ALLURION TECHNOLOGIES, INC. and RTW MASTER FUND, LTD., RTW INNOVATION MASTER FUND, LTD., and R |
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| February 9, 2023 |
Exhibit 99.1 Allurion, a Global Leader in Weight Loss Technology, to Become Publicly Listed Through Business Combination with Compute Health Acquisition Corp. ● Allurion has created the world’s first full stack weight-loss platform featuring the Allurion Gastric Balloon, the world’s first and only swallowable, procedure-less gastric balloon for weight loss and has seen revenues increase 100% year |
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| February 9, 2023 |
Exhibit 10.6 PRIVATE & CONFIDENTIAL SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February, 2023, by and among Compute Health Acquisition Corp., a Delaware corporation (the “Company”), Allurion Technologies Holdings, Inc., a Delaware corporation (“Pubco”) and the undersigned subscriber (“Subscriber”). WHEREAS, concurrently with the execution |
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| February 9, 2023 |
Exhibit 10.10 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| February 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2023 Compute Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40001 85-3449307 (State or other jurisdiction of incorpor |
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| February 9, 2023 |
Exhibit 10.2 Exhibit C STOCKHOLDER SUPPORT AGREEMENT This Stockholder Support Agreement (this “Agreement”) is dated as of February 9, 2023, by and among Compute Health Acquisition Corp., a Delaware corporation (“Acquiror”), the Persons set forth on Schedule I (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), Allurion Technologies Holdings, Inc., a Delaware corporation |
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| February 9, 2023 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT BY AND AMONG COMPUTE HEALTH ACQUISITION CORP., COMPUTE HEALTH CORP., COMPUTE HEALTH LLC, ALLURION TECHNOLOGIES HOLDINGS, INC. AND ALLURION TECHNOLOGIES, INC. DATED AS OF FEBRUARY 9, 2023 TABLE OF CONTENTS Page Article 1 CERTAIN DEFINITIONS Section 1.1 Definitions 5 Section 1.2 Certain Defined Terms 23 Article 2 THE MERGERS Section 2.1 Closing Transactions |
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| February 9, 2023 |
Exhibit 10.5 PRIVATE & CONFIDENTIAL SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February , 2023, by and among Compute Health Acquisition Corp., a Delaware corporation (the “Company”), Allurion Technologies Holdings, Inc., a Delaware corporation (“Pubco”) and the undersigned subscriber (“Subscriber”). WHEREAS, concurrently with the execution |
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| February 9, 2023 |
Filed by Allurion Technologies Holdings, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Compute Health Acquisition Corp. Commission File No.: 001-40001 Date: February 9, 2023 Allurion is Going Public Why Now? Today, Allurion Technologies took one more step toward fulfilling our mission t |
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| February 9, 2023 |
Exhibit 10.1 Exhibit B SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of February 9, 2023, by and among Compute Health Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Compute Health Acquisition Corp., a Delaware corporation (“Acquiror”), the Persons set forth on Schedule I attached hereto (the “Holders” and together with the Spons |
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| February 9, 2023 |
Form of Investor Rights Agreement. Exhibit 10.4 Exhibit A INVESTOR RIGHTS AND LOCK-UP AGREEMENT THIS INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is entered into as of [●], 2023, by and among Allurion Technologies, Inc. (f/k/a Allurion Technologies Holdings, Inc.), a Delaware corporation (the “Company”), and the parties listed as Investors on Schedule I hereto (each, including any person or entity who hereinafter become |
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| February 9, 2023 |
Filed by Allurion Technologies Holdings, Inc. Filed by Allurion Technologies Holdings, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Compute Health Acquisition Corp. Commission File No.: 001-40001 Date: February 9, 2023 ALLURION IS GOING PUBLIC SIGN UP FOR OUR NEWSLETTER KRISHNA K. GUPTA | FEBRUARY 9, 2023 We are ecstatic to announ |
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| February 9, 2023 |
Exhibit 10.3 NON-REDEMPTION AGREEMENT THIS NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of February 9, 2023, is made by and among Compute Health Acquisition Corp., a Delaware corporation (the “SPAC”), Allurion Technologies Holdings, Inc., a Delaware corporation (“Pubco”), Allurion Technologies, Inc., a Delaware corporation (the “Target”), and Medtronic, Inc., a Minnesota corporation (the |
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| February 9, 2023 |
Filed by Allurion Technologies Holdings, Inc. Filed by Allurion Technologies Holdings, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Compute Health Acquisition Corp. Commission File No.: 001-40001 Date: February 9, 2023 Allurion Technologies Very excited to announce that Allurion and Compute Health have entered into a definitive bu |
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| February 9, 2023 |
Exhibit 99.2 © 2023 ALLURION TECHNOLOGIES - PROPRIETARY INFORMATION – CONFIDENTIAL Investor Presentation February 2023 We have one goal: End Obesity Allurion Executive Team Shantanu Gaur, M.D. Co - Founder, CEO Founded Allurion in 2009 at Harvard Medical School Ram Chuttani, M.D. Chief Medical Officer 20+ years as Harvard professor and Director of Endoscopy at BIDMC. Over 100 original scientific a |
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| February 9, 2023 |
Exhibit 10.9 BRIDGING AGREEMENT This BRIDGING AGREEMENT, dated as of February 9, 2023 (this “Agreement”), is by and among Allurion technologies, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto (each, a “Lender” and collectively, the “Lenders”), and fortress credit corp., as administrative agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used herein w |
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| February 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2023 (January 29, 2023) Compute Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40001 85-3449307 (State or other juris |
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| December 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 5, 2022 (December 5, 2022) Compute Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40001 85-3449307 (State or other jurisdiction |
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| December 5, 2022 |
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COMPUTE HEALTH ACQUISITION CORP. Compute Health Acquisition Corp. (the ?Corporation?), a corporation organized and existing under the Laws of the State of Delaware (the ?DGCL?), hereby certifies as follows: FIRST: Article IX, Section 9.1(b) of the Amended and Restated Certificate of Incorporation of the Co |
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| December 2, 2022 |
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COMPUTE HEALTH ACQUISITION CORP. Compute Health Acquisition Corp. (the ?Corporation?), a corporation organized and existing under the Laws of the State of Delaware (the ?DGCL?), hereby certifies as follows: FIRST: Article IX, Section 9.1(b) of the Amended and Restated Certificate of Incorporation of the Co |
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| December 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 2, 2022 (December 2, 2022) Compute Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40001 85-3449307 (State or other jurisdiction |
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| November 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| November 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40001 Compute Health A |
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| November 15, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NT 10-Q 1 ea168673-nt10qcomputehealth.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 001-40001 FORM 12b-25 NOTIFICATION OF LATE FILING CUSIP Number 204833 107 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2022 ☐ Transition Report on Form 10-K |
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| November 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| October 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40001 Compute Health Acquis |
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| July 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2022 (July 28, 2022) COMPUTE HEALTH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40001 85-3449307 (State or other jurisdiction of inc |
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| July 29, 2022 |
425 1 ea163491-8kcompute.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2022 (July 28, 2022) COMPUTE HEALTH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40001 85 |
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| July 29, 2022 |
Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| July 29, 2022 |
Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40001 Compute Health Acqui |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40001 COMPUTE HEALTH ACQ |
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| March 31, 2022 |
Code of Ethics and Business Conduct of Compute Health Acquisition Corp. Exhibit 14.01 CODE OF ETHICS AND BUSINESS CONDUCT OF Compute Health ACQUISITION Corp. 1. Introduction The Board of Directors (the ?Board?) of Compute Health Acquisition Corp. (the ?Company?) has adopted this code of ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers and employees (to the extent that employees are hire |
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| March 31, 2022 |
Description of the Company’s securities Exhibit 4.2 DESCRIPTION OF SECURITIES As of December 31, 2021, Compute Health Acquisition Corp. (?we,? ?our,? ?us? or the ?company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its units, each consisting of one share of Class A common stock and one-quarter of one redeemable warrant, (ii) Clas |
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| February 14, 2022 |
Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act. Exhibit 1 AGREEMENT OF JOINT FILING This joint filing agreement (this ?Agreement?) is made and entered into as of this 14th day of February 2022, by and among Compute Health Sponsor LLC, Joshua Fink, Omar Ishrak, and Jean Nehm?. |
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| February 14, 2022 |
CPUH / Compute Health Acquisition Corp. / ARISTEIA CAPITAL LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) Compute Health Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 204833107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Compute Health Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) 204833107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Compute Health Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 204833107 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa |
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| November 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 19, 2021 (November 15, 2021) Compute Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40001 85-3449307 (State or other jurisdictio |
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| November 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40001 Compute Health A |
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| November 16, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 001-40001 FORM 12b-25 NOTIFICATION OF LATE FILING CUSIP Number 204833 107 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40001 Compute Health Acquis |
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| May 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40001 Compute Health Acqui |
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| May 17, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NT 10-Q 1 ea141043-nt10qcomputehealth.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 001-40001 FORM 12b-25 NOTIFICATION OF LATE FILING CUSIP Number 204833 107 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ T |
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| April 12, 2021 |
Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| April 12, 2021 |
8-K 1 ea139395-8kcompute.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 6, 2021 COMPUTE HEALTH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40001 85-3449307 (State |
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| March 26, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 ea138472-8kcomputehealth.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 26, 2021 Compute Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40001 85-3449307 |
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| March 26, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Compute Health Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Redeemable Warrants Commencing March 29, 2021 WILMINGTON, DE, March 26, 2021 ? Compute Health Acquisition Corp. (NYSE: CPUH.U) (the ?Company?) today announced that, commencing March 29, 2021, holders of the units sold in the Company?s initial public offering of 86,250, |
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| February 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Compute Health Acquisition Corp. (Name of Issuer) Class A Common stock, par value $0.0001 per share (Title of Class of Securities) 204833107 (CUSIP Number) February 9, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| February 16, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE CORRECTING and REPLACING Compute Health Acquisition Corp. Announces Full Exercise of Over-Allotment Option and Closing of $862,500,000 Initial Public Offering CORRECTION?by Compute Health Acquisition Corp. WILMINGTON, DE, February 14, 2021 ? In the release dated February 9, 2021, the sentences that begin with ?The Company?s management team?? should read: The Comp |
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| February 16, 2021 |
COMPUTE HEALTH ACQUISITION CORP. Exhibit 99.1 COMPUTE HEALTH ACQUISITION CORP. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 9, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Compute Health Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet |
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| February 16, 2021 |
8-K 1 ea135626-8kcomputehealth.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 9, 2021 Compute Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40001 85-344930 |
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| February 16, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 15, 2021 (February 4, 2021) Compute Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40001 85-3449307 (State or |
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| February 9, 2021 |
Compute Health Acquisition Corp. Announces Pricing of $750 Million Initial Public Offering Exhibit 99.1 FOR IMMEDIATE RELEASE Compute Health Acquisition Corp. Announces Pricing of $750 Million Initial Public Offering WILMINGTON, DE, February 4, 2021 — Compute Health Acquisition Corp. (the “Company”) announced today that it priced its initial public offering of 75,000,000 units at $10.00 per unit. The units will be listed on The New York Stock Exchange (“NYSE”) and trade under the ticker |
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| February 9, 2021 |
Indemnity Agreement, dated February 4, 2021, between the Company and Gwendolyn A. Watanabe.(1) Exhibit 10.11 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 4, 2021, by and between COMPUTE HEALTH ACQUISITION CORP., a Delaware corporation (the “Company”), and Gwendolyn A. Watanabe (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other |
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| February 9, 2021 |
Exhibit 10.1 Execution Version February 4, 2021 Compute Health Acquisition Corp. 1105 North Market Street, Suite 1300 Wilmington, DE 19801 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among Compute Healt |
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| February 9, 2021 |
Indemnity Agreement, dated February 4, 2021, between the Company and Omar Ishrak.(1) Exhibit 10.9 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 4, 2021, by and between COMPUTE HEALTH ACQUISITION CORP., a Delaware corporation (the “Company”), and Omar Ishrak (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities |
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| February 9, 2021 |
Indemnity Agreement, dated February 4, 2021, between the Company and Hani Barhoush.(1) Exhibit 10.6 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 4, 2021, by and between COMPUTE HEALTH ACQUISITION CORP., a Delaware corporation (the “Company”), and Hani Barhoush (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacitie |
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| February 9, 2021 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COMPUTE HEALTH ACQUISITION CORP. February 4, 2021 Compute Health Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Compute Health Acquisition Corp.” The original certificate of incorporation of the Cor |
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| February 9, 2021 |
Exhibit 99.2 FOR IMMEDIATE RELEASE Compute Health Acquisition Corp. Announces Full Exercise of Over-Allotment Option and Closing of $862,500,000 Initial Public Offering WILMINGTON, DE, February 9, 2021 — Compute Health Acquisition Corp. (the “Company”) (NYSE: CPUH.U), a newly formed special purpose acquisition company, today announced the closing of its initial public offering of 86,250,000 units, |
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| February 9, 2021 |
Indemnity Agreement, dated February 4, 2021, between the Company and Michael Harsh.(1) Exhibit 10.8 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 4, 2021, by and between COMPUTE HEALTH ACQUISITION CORP., a Delaware corporation (the “Company”), and Michael Harsh (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacitie |
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| February 9, 2021 |
Sponsor Warrants Purchase Agreement, dated February 4, 2021, between the Company and the Sponsor.(1) Exhibit 10.4 WARRANT PURCHASE AGREEMENT February 4, 2021 THIS WARRANT PURCHASE AGREEMENT (this “Agreement”), is entered into by and between Compute Health Acquisition Corp., a Delaware corporation (the “Company”), and Compute Health Sponsor LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the |
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| February 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 4, 2020 Compute Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40001 85-3449307 (State or other jurisdiction (Commission (I.R.S. |
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| February 9, 2021 |
Indemnity Agreement, dated February 4, 2021, between the Company and Osama Alswailem.(1) Exhibit 10.5 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 4, 2021, by and between COMPUTE HEALTH ACQUISITION CORP., a Delaware corporation (the “Company”), and Osama Alswailem (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacit |
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| February 9, 2021 |
Administrative Services Agreement, dated February 4, 2021, between the Company and the Sponsor.(1) Exhibit 10.12 Compute Health Acquisition Corp. 1105 North Market Street, Suite 1300 Wilmington, DE 19801 February 4, 2021 Compute Health Sponsor LLC 1105 North Market Street, Suite 1300 Wilmington, DE 19801 Re: Administrative Services Agreement Ladies and Gentlemen: This Administrative Services Agreement (this “Agreement”) by and between Compute Health Acquisition Corp. (the “Company”) and Compute |
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| February 9, 2021 |
Indemnity Agreement, dated February 4, 2021, between the Company and Jean Nehmé.(1) Exhibit 10.10 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 4, 2021, by and between COMPUTE HEALTH ACQUISITION CORP., a Delaware corporation (the “Company”), and Jean Nehmé (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities |
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| February 9, 2021 |
Indemnity Agreement, dated February 4, 2021, between the Company and Joshua Fink.(1) Exhibit 10.7 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 4, 2021, by and between COMPUTE HEALTH ACQUISITION CORP., a Delaware corporation (the “Company”), and Joshua Fink (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities |
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| February 9, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 4, 2021, by and between Compute Health Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. |
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| February 9, 2021 |
Exhibit 1.1 Compute Health Acquisition Corp. 75,000,000 Units Underwriting Agreement February 4, 2021 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 As representative (the “Representative”) of the several Underwriters named in Schedule I hereto Ladies and Gentlemen: Compute Health Acquisition Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and c |
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| February 9, 2021 |
Exhibit 4.1 COMPUTE HEALTH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of February 4, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 4, 2021, is by and between Compute Health Acquisition Corp., a Delaware corporation (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such |
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| February 9, 2021 |
Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 4, 2021, is made and entered into by and between Compute Health Acquisition Corp., a Delaware corporation (the “Company”) and Compute Health Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and together with any person or entity who hereafter be |
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| February 8, 2021 |
$750,000,000 Compute Health Acquisition Corp. 75,000,000 Units 424B4 1 f424b4computehealth.htm PROSPECTUS PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-252245 $750,000,000 Compute Health Acquisition Corp. 75,000,000 Units Compute Health Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combinat |
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| February 3, 2021 |
- FOR REGISTRATION OF CERTAIN CLASSES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 COMPUTE HEALTH ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-3449307 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identific |
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| January 29, 2021 |
Form of Underwriting Agreement Exhibit 1.1 Compute Health Acquisition Corp. 75,000,000 Units Underwriting Agreement February [●], 2021 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 As representative (the “Representative”) of the several Underwriters named in Schedule I hereto Ladies and Gentlemen: Compute Health Acquisition Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and |
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| January 29, 2021 |
EX-99.4 5 fs12021a1ex99-4compute.htm CONSENT OF MICHAEL HARSH Exhibit 99.4 CONSENT OF MICHAEL HARSH In connection with the filing by Compute Health Acquisition Corp. (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Ru |
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| January 29, 2021 |
EX-99.3 4 fs12021a1ex99-3compute.htm CONSENT OF OSAMA ALSWAILEM Exhibit 99.3 CONSENT OF OSAMA ALSWAILEM In connection with the filing by Compute Health Acquisition Corp. (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant t |
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| January 29, 2021 |
As filed with the U.S. Securities and Exchange Commission on January 29, 2021. Registration No. 333-252245 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Compute Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-3449307 (State or other jurisdic |
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| January 20, 2021 |
Exhibit 10.1 EXECUTION VERSION THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SU |
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| January 20, 2021 |
Consent of Gwendolyn A. Watanabe Exhibit 99.1 CONSENT OF HANI BARHOUSH In connection with the filing by Compute Health Acquisition Corp. (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to t |
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| January 20, 2021 |
Form of Indemnification Agreement Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between COMPUTE HEALTH ACQUISITION CORP., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with ade |
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| January 20, 2021 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF Compute Health Acquisition Corp. The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file and record this Certificate of Incorporation, and does hereby certify as follows: FIRST. The name of the corporation is Compute Health Acquisition Corp. (the “Corporation”). SECOND. The address of the Corpor |
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| January 20, 2021 |
Specimen Class A Common Stock Certificate Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP COMPUTE HEALTH ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF COMPUTE HEALTH ACQUISITION CORP. (THE “COMPANY”) transferable on the books of the Company |
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| January 20, 2021 |
Consent of Gwendolyn A. Watanabe Exhibit 99.2 CONSENT OF GWENDOLYN A. WATANABE In connection with the filing by Compute Health Acquisition Corp. (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nomi |
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| January 20, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant EX-4.4 7 fs12021ex4-4compute.htm FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 4.4 COMPUTE HEALTH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Compute Health Acquisition Corp., a Delaware corporatio |
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| January 20, 2021 |
Form of Administrative Services Agreement Exhibit 10.8 Compute Health Acquisition Corp. 1105 North Market Street, Suite 1300 Wilmington, DE 19801 January [●], 2021 Compute Health Sponsor LLC 1105 North Market Street, Suite 1300 Wilmington, DE 19801 Re: Administrative Services Agreement Ladies and Gentlemen: This Administrative Services Agreement (this “Agreement”) by and between Compute Health Acquisition Corp. (the “Company”) and Compute |
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| January 20, 2021 |
Securities Subscription Agreement between the Registrant and Compute Health Sponsor LLC Exhibit 10.5 Execution Version Compute Health Acquisition Corp. 1105 North Market Street Suite 1300 Wilmington, DE 19801 Compute Health Sponsor LLC October 16, 2020 1105 North Market Street Suite 1300 Wilmington, DE 19801 RE: Securities Subscription Agreement Ladies and Gentlemen: Compute Health Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer Compute Healt |
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| January 20, 2021 |
Form of Amended and Restated Certificate of Incorporation Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COMPUTE HEATH ACQUISITION CORP. [●], 2021 Compute Heath Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Compute Heath Acquisition Corp.” The original certificate of incorporation of the Corporation w |
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| January 20, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] COMPUTE HEALTH ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-QUARTER OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stoc |
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| January 20, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Compute Health Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-[●] |
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| January 20, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and between Compute Health Acquisition Corp., a Delaware corporation (the “Company”) and Compute Health Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and together with any person or entity who hereafter becomes a party to this Agr |
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| January 20, 2021 |
Exhibit 3.3 BYLAWS OF COMPUTE HEALTH ACQUISITION CORP. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent in |
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| January 20, 2021 |
EX-14 17 fs12021ex14compute.htm FORM OF CODE OF ETHICS Exhibit 14 CODE OF ETHICS AND BUSINESS CONDUCT OF Compute Health ACQUISITION Corp. 1. Introduction The Board of Directors (the “Board”) of Compute Health Acquisition Corp. (the “Company”) has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers |
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| January 20, 2021 |
Power of Attorney (included on the signature page to this Registration Statement) As filed with the U.S. Securities and Exchange Commission on January 19, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Compute Health Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 85-3449307 (State or other jurisdiction of incorporation or |
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| January 20, 2021 |
Form of Sponsor Warrants Purchase Agreement between the Registrant and Compute Health Sponsor LLC Exhibit 10.6 WARRANT PURCHASE AGREEMENT [●], 2021 THIS WARRANT PURCHASE AGREEMENT (this “Agreement”), is entered into by and between Compute Health Acquisition Corp., a Delaware corporation (the “Company”), and Compute Health Sponsor LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public |
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| January 20, 2021 |
Form of Letter Agreement from each of the Registrant’s sponsor, officers and directors Exhibit 10.2 [●], 2021 Compute Health Acquisition Corp. 1105 North Market Street, Suite 1300 Wilmington, DE 19801 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and among Compute Health Acquisition Corp., a De |
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| November 20, 2020 |
DRS 1 filename1.htm As submitted confidentially with the Securities and Exchange Commission on November 20, 2020. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEM |
