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 2628, 2023 (July 2628, 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)	(Commission File Number)	(I.R.S. Employer Identification No.)

1000 N. West Street, Suite 1200Wilmington, DE		19801
(Address of principal executive offices)		(Zip Code)

1100 North Market Street

4^th Floor

Wilmington, DE 19890

(Address of principal executive offices)

(212) 829-3500

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	TradingSymbol(s)	Name of each ~~exchangeon~~exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-quarter of one Redeemable Warrant	CPUH.U	The New York Stock Exchange
Class A common stock, par value $0.0001 per share, included as part of the Units	CPUH	The New York Stock Exchange
Redeemable Warrants included as part of the Units, each exercisable for one share of Class A common stock for $11.50 per share	CPUH WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Terms~~Introductory used but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the definitive proxy statement filed with the U.S. Securities and Exchange Commission on July 7, 2023 (the “Proxy Statement”) by Compute Health Acquisition Corp. (“Compute Health”), and such definitions are incorporated herein by reference.Note

In a special meeting of the stockholders (the “Special Meeting”) of Compute Health Acquisition Corp., a Delaware corporation (“Compute Health”), held on July 26, 2023 at 9:00 a.m., Eastern Time, virtually via live webcast and in person, in connection with the stockholder vote on proposals related to the previously announced business combination pursuant to that certain Business Combination Agreement, dated as of February 9, 2023, as amended on May 2, 2023 (the “Business Combination Agreement”), by and among Compute Health, Compute Health Corp., a Delaware corporation and direct, wholly-owned subsidiary of Compute Health, Compute Health LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Compute Health, Allurion Technologies Holdings, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Allurion (as defined below) (“New Allurion”), and Allurion Technologies, Inc., a Delaware corporation (“Allurion”), which provides for, among other things, the merger of Compute Health with and into New Allurion, with New Allurion surviving (together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”), holders of 26,961,579 shares of Compute Health common stock (consisting of 5,429,079 shares of Compute Health Class A common stock and 21,532,500 shares of Compute Health Class B common stock) were present virtually or represented by proxy, representing approximately 87.7% of Compute Health’s common stock outstanding and entitled to vote as of July 3, 2023, the record date for the Special Meeting, and constituting a quorum for the transaction of business.

Item 5.07

Submission of Matters to a Vote of Security Holders.

~~Warrant~~The ~~Holders~~final voting results for each matter submitted to a vote of Compute Health stockholders at the Special Meeting are set forth below:

On July 25, 2023, Compute Health held a special meeting, which was adjourned and reconvened on July 26, 2023 (the “Warrant Holders Meeting”), virtually via live webcast and in person, at which holders of 27,807,333 Compute Health Warrants, comprised of 14,974,000 Compute Health Public Warrants and 12,833,333 Compute Health Private Warrants, were present in person or by proxy, representing approximately 801.8% ofThe ~~the~~Business ~~voting~~Combination ~~power~~Proposals: ofTo ~~the~~approve ~~34,395,833 outstanding Compute Health Warrants, approximately 69.4% of~~ the ~~voting~~Business ~~power~~Combination ofAgreement ~~the 21,562,500 outstanding Compute Health Public Warrants~~ and ~~100% of~~ the ~~voting~~Business ~~power of the 12,833,333 outstanding Compute Health Private Warrants, each as at the close of business on July 3, 2023, which was the record date (the “Warrant Holders Record Date”)~~Combination.

~~Each~~Compute ofHealth ~~the~~common ~~proposals~~stock listed below is described in more detail in the Proxy Statement and incorporated herein by reference. A summary of the voting results at the Warrant Holders Meeting for each of the proposals is set forth below.

Proposal 1


For	Against	Abstain	Broker Non-Votes
26,900,639	57,235	3,705	N/A

~~The~~ Compute Health Warrant Holders considered and voted upon an amendment (the “Warrant Amendment”) to the warrant agreement that governs all of Compute Health’s outstanding warrants, by and between Compute Health and Continental Stock TransferClass &A Trust Company, as Warrant Agent, dated as of February 9, 2021, as may be amended or supplemented (the “Warrant Agreement”). The Warrant Amendment proposes to (i) provide that, upon the completion of the Business Combination, each of the Compute Health Warrants, will become exercisable for 1.420455 shares of New Allurion Common Stock at an exercise price of $8.10 per share; (ii) provide that, upon the completion of the Business Combination, each Compute Health Public Warrant will be exchanged for 0.6125 New Allurion Public Warrants; (iii) amend the term of the Compute Health Warrants such that they will expire seven years after the consummation of the Business Combination, or earlier upon redemption or liquidation; (iv) delete section 4.4 of the Warrant Agreement relating to adjustments of the Warrant Price (as defined in the Warrant Agreement) if Compute Health issues additional shares or equity-linked securities for capital raising purposes in connection with the closing of the Business Combination; (v) amend Sections 6.1 and 6.2 of the Warrant Agreement to provide that, subject to the terms of the Warrant Agreement, not less than all of the Compute Health Public Warrant, together with the Compute Health Private Warrants, may be redeemed for cash or for shares of common stock after a date that is ninety (90) days after the date on which Compute Health completes the initial Business Combination; and (vi) make certain adjustments to the Reference Value (as defined in the Warrant Agreement), redemption trigger price, and the table summarizing the redemption prices for the Compute Health Public Warrants as a result of the foregoing amendments to the Warrant Agreement (collectively, the “Warrant Amendment Proposal”) The Warrant Amendment Proposal was approved, having received “for” votes from the holders of more than 50% of the outstanding (i) Compute Health Public Warrants and (ii) Compute Health Private Warrants .The voting results for such proposal were as follows:

Compute Health Public Warrants:


For	Against	Abstain	Broker Non-Votes
5,368,139	57,235	3,705	N/A

For		Against		Abstain
11,811,449		3,150,818		11,733

The Organizational Documents Proposal: To approve the proposed new certificate of incorporation (the “Proposed Charter”) and the proposed new bylaws (the “Proposed Bylaws”) of New Allurion.

Compute Health ~~Private~~common ~~Warrants:~~stock

For	Against	Abstain	Broker Non-Votes
12,833,333	0	0
26,758,773	199,101	3,705	N/A

2Compute Health Class A common stock

Proposal 2


For	Against	Abstain	Broker Non-Votes
5,226,273	199,101	3,705	N/A

In3. ~~connection~~The ~~with~~Advisory ~~the~~Organizational ~~Warrant~~Documents ~~Holders~~Proposals: ~~Meeting~~To approve, ~~Compute~~on ~~Health also solicited proxies with respect to the adjournment of the Warrant Holders Meeting to~~ a ~~later~~non-binding ~~date~~advisory ~~or dates~~basis, ifcertain ~~necessary,~~governance toprovisions ~~permit~~in ~~further solicitation and vote of proxies if, based upon~~ the ~~tabulated~~Proposed ~~vote~~Charter atand the ~~time~~Proposed ~~of the Warrant Holders Meeting~~Bylaws, ~~the~~which ~~Warrant~~are ~~Amendment~~being ~~Proposal~~presented ~~would~~separately ~~not~~in beaccordance ~~duly~~with ~~approved~~United ~~and~~States ~~adopted~~Securities ~~by the requisite holders of each of (i) the Compute Health Public Warrants~~ and ~~(ii) the~~Exchange ~~Compute~~Commission ~~Health~~guidance ~~Private~~to ~~Warrants.~~give Asstockholders ~~there were sufficient votes at~~ the ~~time~~opportunity ~~of the Warrant Holders Meeting~~ to ~~approve~~present ~~the~~their ~~Warrant~~separate ~~Amendment~~views ~~Proposal~~on ~~and~~important tocorporate ~~ensure~~governance ~~that a quorum was present at the Warrant Holders Meeting~~provisions, ~~the~~as ~~adjournment~~seven of the Warrant Holders Meeting to solicit additional proxies for such purpose was unnecessary and such proposal was not submitted to the holders of warrants of Compute Health for approval at the Warrant Holders Meeting.sub-proposals:

Advisory Organizational Documents Proposal A: To change the corporate name of New Allurion to “Allurion Technologies, Inc.” from and after the time of the Business Combination.

Compute Health common stock


For	Against	Abstain	Broker Non-Votes
26,762,131	194,753	4,695	N/A

Filing Compare · Compute Health Acquisition Corp.