UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section~~Report 13(Date orof ~~Section~~earliest ~~15(d~~event reported): May 2, 2023

Compute Health Acquisition Corp. (Exact name of ~~the~~registrant ~~Securities~~as ~~Exchange~~specified ~~Act~~in ofits ~~1934~~charter)

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 incorporation or organization)		(Commission File Number)		(IRS Employer Identification Number)

1100 North Market Street 4th Floor Wilmington, DE 19890 (Address of principal executive offices)

~~4th~~(212) ~~Floor~~829-3500 Registrant’s telephone number, including area code

~~Wilmington~~Not Applicable (Former name or former address, DEif ~~19890~~changed since last report)

(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	Trading Symbol(s)	Name of each 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on February 9, 2023, Compute Health Acquisition Corp., a blank check company incorporated as a Delaware corporation (the “Company”), entered into a business combination agreement (the “Existing Business Combination Agreement”) with Compute Health Corp., a Delaware corporation and direct, wholly-owned subsidiary of the Company (“Merger Sub I”), Compute Health LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of the Company (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), Allurion Technologies Holdings, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Allurion (as defined below) (“Pubco”), and Allurion Technologies, Inc., a Delaware corporation (“Allurion” and, collectively with the Company, the Merger Subs and Pubco, the “Parties”). On May 2, 2023, the Company entered into that certain Amendment No. 1 to the Business Combination Agreement (the “BCA Amendment” and, the Existing Business Combination Agreement, as amended by the BCA Amendment, the “Business Combination Agreement”) with the Merger Subs, Pubco and Allurion, and the applicable Parties entered into certain related agreements, all as described further below.

~~Compute~~Following the date of the execution of the Existing ~~Health~~Business ~~Acquisition~~Combination ~~Corp~~Agreement and prior to the execution of the BCA Amendment, Allurion issued an aggregate principal amount of $16.75 million of convertible unsecured promissory notes (the “~~Company~~Bridge Notes”) isto various investors pursuant to a ~~blank~~convertible note ~~check~~purchase ~~company~~agreement, ~~incorporated~~dated as of February 15, 2023, including a ~~Delaware~~$13 ~~corporation~~million onBridge Note (the “HVL Bridge Note”) ~~October~~sold 7to Hunter Ventures Limited (“HVL”) on February 15, ~~2020~~2023. ~~for~~The ~~the~~Bridge ~~purpose~~Notes ofwere ~~effecting~~offered in a ~~merger,~~private ~~capital~~placement under ~~stock~~the ~~exchange,~~Securities ~~asset~~Act ~~acquisition~~of 1933, ~~stock~~as ~~purchase,~~amended ~~reorganization~~(the or“Securities ~~similar~~Act”). The Bridge ~~business~~Notes ~~combination~~will ~~with~~mature ~~one~~on December 31, 2026, unless earlier repaid or ~~more~~converted ~~businesses.~~in Onaccordance ~~February~~with 9,their ~~2023~~terms, ~~the~~and ~~Company~~will ~~entered~~accrue ~~into~~interest at a ~~business~~rate ~~combination~~of ~~agreement~~7.00% (per annum. Among other terms, if Allurion consummates the “ transactions contemplated by the Business Combination Agreement”) on ~~with~~or ~~Compute~~before ~~Health~~August ~~Corp.~~31, a2023, ~~Delaware~~the ~~corporation~~Bridge ~~and~~Notes ~~direct,~~shall ~~wholly-owned subsidiary~~be ofconverted into the ~~Company~~number of shares of common stock, par value $0.0001 per share, of Allurion (“~~Merger~~Allurion ~~Sub~~Common IStock”), ~~Compute~~obtained ~~Health~~by ~~LLC,~~dividing athe ~~Delaware~~outstanding balance ~~limited~~of ~~liability~~the ~~company~~Bridge ~~and~~Notes ~~direct~~by the quotient of (a) $217,291,008 and (b) the number of outstanding shares of Allurion Common Stock determined ~~wholly~~on a fully-~~owned~~diluted ~~subsidiary~~basis, immediately prior to the consummation of the ~~Company~~transactions ~~(“Merger~~contemplated ~~Sub~~by ~~II”~~the ~~and~~Business Combination Agreement (such conversion price, ~~together~~the ~~with~~“Conversion ~~Merger~~Price”). ~~Sub~~Certain I,holders of Bridge Notes (the “~~Merger~~Side Letter ~~Subs~~Holders”), ~~Allurion~~including ~~Technologies~~RTW ~~Holdings~~Master Fund, ~~Inc~~Ltd., aRTW ~~Delaware~~Innovation ~~corporation~~Master Fund, Ltd. and ~~direct~~RTW Venture Fund Limited (collectively, “RTW”), ~~wholly-owned~~HVL ~~subsidiary~~and ofJason Gulbinas, also entered into letter agreements with Allurion (~~as defined~~collectively, ~~below)~~the (“~~Pubco~~Side Letters”), ~~and~~pursuant ~~Allurion~~to ~~Technologies~~which, ~~Inc.~~in the event the Side Letter Holders’ Bridge Notes converted in connection with the consummation of the transactions contemplated by the Business Combination Agreement, athe ~~Delaware~~conversion ~~corporation~~rate for such Bridge Notes would be adjusted after the closing date of the Business Combination Agreement to provide each of the Side Letter Holder with additional shares of common stock, par value $0.0001 per share, of Pubco ( “~~Allurion~~Pubco Common Stock” ~~and~~), ~~collectively~~in ~~with~~the event that the ~~Company~~trading price of the shares of Pubco Common Stock was lower than the Conversion Price, as adjusted for the Intermediate Merger ~~Subs~~Exchange ~~and~~Ratio (as ~~Pubco,~~defined in the ~~“Parties”~~Business Combination Agreement). We refer to the financing described in this paragraph as the “Initial Financing.”

~~Pursuant to~~Following the Business Combination Agreement, and upon the terms and subject to the conditions set forth therein, the business combination will be effected in three steps: (a) the Company will merge with and into Pubco (the “CPUH Merger,” the closing of the CPUH Merger, the “CPUH Merger Closing” and the time at which the CPUH Merger becomes effective, the “CPUH Merger Effective Time”), with Pubco surviving (Pubco, in its capacity as the surviving company in the CPUH Merger, the “Surviving Corporation”) and, after giving effect to such merger, becoming the publicly-listed company and the sole owner of each Merger Sub, (b) at least three (3) hours following the consummation of the ~~CPUH~~Initial ~~Merger~~Financing, ~~Merger Sub~~ ~~I will merge with and into Allurion (~~the ~~“Intermediate~~Parties ~~Merger,”~~determined the closing of the Intermediate Merger, the “Intermediate Merger Closing” and the time at which the Intermediate Merger becomes effective, the “Intermediate Merger Effective Time”), with Allurion surviving as the surviving company in the Intermediate Merger (Allurion, in its capacity as the surviving company in the Intermediate Merger, the “Intermediate Surviving Corporation”) and, after giving effect to ~~such~~refinance ~~merger, becoming a wholly-owned subsidiary of~~ the ~~Surviving~~Initial ~~Corporation and (c) thereafter~~Financing, the Intermediate Surviving Corporation will merge with and into Merger Sub II (the “Final Merger,” and the time at which the Final Merger becomes effective, the “Final Merger Effective Time”) (the Final Merger, collectively with the CPUH Merger and the Intermediate Merger, the “Mergers” and, together with the other transactions contemplated by the Business Combination Agreement and the Ancillary Documents (as ~~defined~~set inforth the Business Combination Agreement), the “Proposed Transactions”), with Merger Sub II surviving as the surviving company in the Final Merger (Merger Sub II, in its capacity as the surviving company of the Final Merger, the “Surviving Subsidiary Company”) and, after giving effect to such merger, remaining a wholly-owned subsidiary of the Surviving Corporationbelow.

~~Upon the~~Termination closing of the Mergers (collectively, the “Closing”), the Surviving Corporation expects to change its name to “Allurion Technologies, Inc.” and trade on the New York Stock Exchange (the “NYSE”) under the ticker symbol “ALUR”. The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.”Agreements

~~The~~Pursuant to termination letter agreements (each, ~~Business~~a ~~Combination~~“Termination Agreement” and, collectively, the ~~transactions~~“Termination ~~contemplated~~Agreements”), ~~thereby~~entered into ~~were~~by ~~unanimously~~Allurion ~~approved~~with byeach of the ~~boards~~Side ofLetter ~~directors~~Holders, the Side Letters were terminated, effective as of ~~each~~May 2, 2023. In addition, under ofthe Termination Agreements, upon the ~~Company~~terms and subject to the conditions set forth therein, ~~Pubco~~the Side Letter Holders also waived certain provisions and obligations set forth in their respective Bridge Notes with respect to proportionate repayment obligations that would otherwise apply to Allurion under the Bridge Notes. Other provisions of the Side Letter Holders’ Bridge Notes remain unchanged and in full force and effect.

InHVL’s Termination Agreement also provides, ~~connection~~upon ~~with~~the terms and subject to the ~~Proposed~~conditions ~~Transactions~~set forth therein, ~~holders~~Allurion ofwith ~~Class~~the Aright ~~common~~to ~~stock~~prepay, ~~$0.0001~~in ~~par~~one ~~value~~or more transactions, all or a portion of the ~~Company~~outstanding ~~(“Company~~principal ~~Class A~~amount, ~~Common~~plus ~~Stock”)~~accrued ~~will~~interest, ~~have~~under the ~~right~~HVL toBridge ~~redeem~~Note, ~~their~~including ~~shares~~by way of ~~Company~~(a) a ~~Class~~$2 Amillion ~~Common~~payment ~~Stock.~~in ~~Holders~~cash ofby ~~Company~~Allurion ~~Class~~to ~~A Common~~HVL ~~Stock~~on ~~that~~May do2, ~~not~~2023, ~~elect~~$1.5 tomillion ~~redeem~~of ~~their~~which ~~shares~~is ofdeemed ~~Company~~a ~~Class~~prepayment Apenalty ~~Common~~(the ~~Stock~~“Prepayment”) and in(b) ~~connection~~immediately ~~with~~prior to the ~~Proposed~~consummation ~~Transactions~~of ~~will receive,~~the attransactions contemplated by the ~~CPUH~~Business ~~Merger~~Combination ~~Closing~~Agreement, ~~1.420455~~an ~~shares~~additional payment of ~~common~~at ~~stock~~least $6 million, ~~par~~up ~~value~~to ~~$0.0001~~the ~~per~~then-outstanding ~~share~~principal amount, of ~~Pubco~~plus accrued interest, under the HVL Bridge Note (the “~~Pubco~~Additional Payment”) ~~Common~~(the ~~Stock”~~repayment ~~and~~contemplated ~~such~~by ~~exchange~~clauses ~~ratio~~(a) and (b), the “~~CPUH~~Repayment”) ~~Exchange~~by ~~Ratio”~~way of (i) payment in ~~exchange~~cash ~~for~~by ~~each~~Allurion ~~non-redeemed~~and/or ~~share~~(ii) the sale and transfer of ~~Company~~all ~~Class~~or Aany ~~Common~~portion ~~Stock~~of ~~held~~the byHVL ~~such~~Bridge ~~holder.~~Note, equivalent in value to the portion of the Additional Payment to be repaid pursuant to this clause (b)(ii), to any person or persons designated in writing by Allurion.

Additionally, in connection with the CPUH Merger, the warrant adjustment provision under the Company’s warrant agreement, dated February 4, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent, is expected to be triggered, and the Parties have agreed to take certain actions, described below, with respect to the applicability of such provision to the Proposed Transactions.

~~Consideration~~In addition, under HVL’s Termination Agreement, upon the terms and ~~Structure~~subject to the conditions set forth therein, Pubco has agreed to issue to HVL a number of shares of Pubco Common Stock equal to (a) (i) the Pubco Share Target (as defined below) minus (ii) the number of shares of Pubco Common Stock issued to HVL upon the consummation of the transactions contemplated by the Business Combination Agreement in exchange for the shares of Allurion Common Stock issued upon conversion of the HVL Bridge Note pursuant to the terms thereof (and based on the outstanding principal and accrued interest under such notes as of such time) (the “Additional Hunter Shares”) plus (b) 300,000 shares of Pubco Common Stock (the “Hunter Closing Shares”). “Pubco Share Target” means a number of shares of Pubco Common Stock equal to (a) the outstanding principal and accrued interest under the HVL Bridge Note immediately prior to the consummation of the transactions contemplated by the Business Combination Agreement (after giving effect to the payment of the Repayment) divided by (b) $5.00.

~~The Business~~In ~~Combination~~connection ~~Agreement~~with ~~provides~~the ~~that~~Prepayment, ~~among~~on ~~other~~May ~~things~~2, 2023, Allurion and ~~upon~~HVL entered into a written consent to convertible unsecured promissory note prepayment (the ~~terms~~“Prepayment ~~and~~Consent”), pursuant ~~subject~~to which HVL consented to the ~~conditions~~Repayment ~~set~~and ~~forth~~waived ~~therein~~each of the prepayment restrictions included in the HVL Bridge Note, to the extent ~~following~~related ~~transactions~~to ~~will~~the ~~occur:~~Repayment.

a)Copies Inof ~~connection~~each of the Termination Agreements are filed with this Current Report on Form 8-K as Exhibit 10.1, 10.2 and 10.3, respectively, and is incorporated herein by reference, and the ~~CPUH~~foregoing ~~Merger:~~description of the Termination Agreements and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference thereto.

i.A ~~immediately~~copy ~~prior~~of to the ~~CPUH~~Prepayment ~~Merger~~Consent ~~Effective~~is ~~Time,~~filed with ~~each~~this ~~unit~~Current ofReport ~~the~~on ~~Company,~~Form ~~each~~8-K ~~consisting~~as ofExhibit ~~one~~10.4 ~~share~~and ofis ~~Company~~incorporated ~~Class~~herein Aby ~~Common~~reference, ~~Stock~~ and ~~one-quarter~~the offoregoing ~~one~~description ~~warrant~~ of the ~~Company~~Prepayment Consent (and the ~~“Company~~transactions ~~Warrants”)~~contemplated ~~(each,~~thereby adoes ~~“Company~~not ~~Unit”),~~purport ~~outstanding immediately prior~~ to ~~the CPUH Merger Effective Time will~~ be ~~automatically~~complete ~~detached~~ and ~~the~~is ~~holder~~qualified ~~thereof~~in ~~will~~its beentirety ~~deemed~~by toreference ~~hold one share of Company Class A Common Stock and one-quarter of one Company Warrant;~~thereto.

~~ii.~~Backstop immediately following the separation of the Company Units as described in clause (a)(i) above and at the CPUH Merger Effective Time, each share of Company Class A Common Stock issued and outstanding immediately prior to the CPUH Merger Effective Time (other than dissenting shares, shares that are redeemed in connection with the Proposed Transactions and shares held by the Company as treasury stock or held by any subsidiary of the Company, the treatment of which is described in the Business Combination Agreement) will automatically be canceled and extinguished and will be converted into the right to receive a number of shares of Pubco Common Stock equal to the CPUH Exchange Ratio (with the aggregate number of shares of Pubco Common Stock that each holder of Company Class A Common Stock will have a right to receive to be rounded down to the nearest whole share);

~~iii.~~On ~~immediately~~May ~~following~~2, ~~the~~2023, ~~separation~~CFIP2 ofALLE LLC (“Fortress”) and RTW (together, the ~~Company~~“Backstop ~~Units~~Purchasers”) asentered ~~described~~into ina ~~clause~~Backstop Agreement with Allurion, Pubco and HVL (athe “Backstop Agreement”)~~(i)~~. ~~above~~Pursuant to the Backstop Agreement, upon the terms and atsubject to the ~~CPUH~~conditions ~~Merger~~set ~~Effective~~forth ~~Time~~therein, each ~~Company~~Backstop ~~Warrant~~Purchaser ~~outstanding~~agreed ~~immediately~~that, ~~prior~~ to the ~~CPUH~~extent ~~Merger~~any ~~Effective~~portion ~~Time~~of ~~(after~~the ~~taking~~HVL Bridge ~~into~~Note ~~account~~remains outstanding following the ~~CPUH~~Determination ~~Recapitalization~~Date (as defined below)), such Backstop Purchaser will, ~~cease~~at a closing to betake place aat ~~warrant~~the same time, on the same date and concurrently with ~~respect~~but immediately prior to ~~Company~~the ~~Class~~closing Aof ~~Common~~the ~~Stock~~merger of Merger Sub I with and ~~will~~into beAllurion ~~assumed~~pursuant byto the ~~Surviving~~Business ~~Corporation~~Combination ~~and~~Agreement ~~represent~~(the a“Intermediate ~~number~~Merger”) of(the ~~shares~~“Backstop Closing” ofand ~~Pubco~~the ~~Common~~date ~~Stock~~on ~~calculated~~which insuch ~~accordance~~closing ~~with~~occurs, the ~~CPUH~~“Backstop ~~Exchange~~Closing ~~Ratio~~Date”), ~~(subject~~purchase up to $2 million aggregate principal amount (the ~~outcome~~“Maximum Purchase Amount”) of the ~~Consent~~HVL ~~Solicitation~~Bridge ~~(as~~Note ~~defined~~from ~~below));~~HVL.

~~iv.~~As atsoon as practicable, but in any event within one business day following the ~~CPUH~~date ~~Merger~~of ~~Effective~~the ~~Time,~~special ~~each~~meeting ~~share~~of stockholders of ~~capital~~the ~~stock~~Company held for the purpose of ~~Pubco~~obtaining ~~issued~~the approval of the Company’s stockholders of the Business Combination Agreement and the transactions contemplated thereby (such meeting, the “Special Meeting” and such date, the “Determination Date”), Allurion will notify HVL and the Backstop Purchasers of, among other things, the Backstop Closing Date, the amount of principal then outstanding ~~immediately~~under ~~prior~~the HVL Bridge Note (the “Balance”) and, subject to the ~~CPUH~~limitations ~~Merger~~set ~~Effective~~forth ~~Time~~in ~~shall~~the beBackstop ~~redeemed~~Agreement, bythe ~~Pubco~~amount of ~~for~~the ~~par~~Balance, ~~value;~~which ~~and~~may not exceed each Backstop Purchaser’s Maximum Purchase Amount, that Allurion requires each Backstop Purchaser to purchase from HVL (the “Backstop Purchase Amount”).

v.In ~~notwithstanding~~connection ~~clause~~with ~~(a)(ii)~~the ~~above,~~purchase ~~all~~of ~~shares~~the ofaggregate Backstop ~~Company~~Purchase ~~Class~~Amounts, Aupon ~~Common~~the ~~Stock~~terms ~~that~~and ~~are~~subject ~~redeemed~~to inthe ~~connection~~conditions ~~with~~set forth in the ~~Proposed~~Backstop Agreement, ~~Transactions~~Allurion will ~~not~~(a) becancel ~~exchanged~~the asexisting ~~described~~HVL inBridge ~~clause~~Note ~~(a)(ii)~~and ~~above~~issue ~~but~~a ~~will~~new ~~instead,~~convertible ~~immediately~~unsecured ~~prior~~promissory note to ~~the~~HVL ~~CPUH~~for any ~~Merger~~remaining ~~Effective~~Balance ~~Time,~~of bethe ~~canceled~~HVL ~~and~~Bridge ~~cease~~Note expected to ~~exist~~be ~~and~~outstanding ~~will~~after ~~thereafter~~the beBackstop ~~redeemed~~Closing, ~~for~~together ~~the~~with ~~applicable~~all ~~consideration,~~unpaid ~~upon~~interest on the ~~terms~~HVL ~~and~~Bridge ~~subject~~Note toaccrued since the ~~conditions~~date of issuance thereof and ~~limitations,~~(b) ~~set~~issue ~~forth~~new inconvertible unsecured promissory notes (the ~~Business~~“New Bridge ~~Combination~~Notes”) ~~Agreement,~~to ~~the~~each ~~organizational~~Backstop ~~documents~~Purchaser with an issuance date of the ~~Company,~~Backstop ~~the~~Closing ~~Investment~~Date ~~Management~~and ~~Trust~~an ~~Agreement,~~original ~~dated~~principal ~~February~~amount equal 4,to ~~2021,~~such ~~between~~Backstop ~~the~~Purchaser’s ~~Company~~Backstop ~~and~~Purchase ~~Continental~~Amount, ~~Stock~~with ~~Transfer~~such &New ~~Trust~~Bridge ~~Company~~Notes ~~and~~to ~~the~~be ~~S-4~~held ~~Registration~~in ~~Statement~~escrow ~~(as~~until ~~defined~~the ~~below)~~Backstop Closing.

b) In connection with the Intermediate Merger, Pubco will issue, or reserve for issuance, up to 37,812,000 shares of Pubco Common Stock to the equityholders of Allurion, as follows:

i. immediately prior to the Intermediate Merger Effective Time, the outstanding principal and accrued but unpaid interest on the outstanding convertible unsecured promissory notes issued by Allurion pursuant to that certain Convertible Note Purchase Agreement, dated December 22, 2021, by and among Allurion and the investors party thereto (the “Allurion Convertible Notes”), will be converted into the applicable number of shares of common stock, par value $0.0001 per share, of Allurion (“Allurion Common Stock”) provided for under the terms of such Allurion Convertible Notes (collectively, the “Allurion Convertible Notes Conversion”), and will thereafter no longer be outstanding and will cease to exist, and each holder thereof will thereafter cease to have any rights with respect thereto. Immediately following the Allurion Convertible Notes Conversion, at the Intermediate Merger Effective Time, all shares of Allurion Common Stock issued in the Allurion Convertible Notes Conversion will be canceled and converted into the right to receive Pubco Common Stock as described in clause (b)(ii) below;

~~ii.~~In ataddition, upon the ~~Intermediate~~terms ~~Merger Effective Time, (A) each share of Allurion Common Stock (other than dissenting shares~~ and ~~shares~~subject ~~held~~to ~~by Allurion as treasury stock or held by any subsidiary of Allurion,~~ the ~~treatment~~conditions ofset ~~which~~forth ~~is described~~ in the ~~Business~~Backstop ~~Combination~~ Agreement), ~~issued~~in ~~and~~consideration ~~outstanding as~~ of ~~immediately~~each ~~prior~~Backstop Purchaser’s commitment to ~~the~~purchase ~~Intermediate~~its ~~Merger~~Backstop ~~Effective~~Purchase ~~Time~~Amount ~~(including shares~~ of ~~Allurion Common Stock resulting from~~ the ~~Allurion~~HVL ~~Convertible~~Bridge ~~Notes~~Note, ~~Conversion~~subject ~~or issued or issuable in connection with the Incremental Financing (as defined below)) will automatically be cancelled and extinguished and will be converted into the right~~ to ~~receive a number of shares of Pubco Common Stock equal to~~ the ~~Intermediate~~terms ~~Merger Exchange Ratio (as defined below)~~ and ~~(B)~~conditions ~~each share~~ of preferred stock, par value $0.0001 per share, of Allurion designated as Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D-1 Preferred Stock, Series D-2 Preferred Stock and Series D-3 Preferred Stock (all such preferred stock, the ~~“Allurion~~Backstop ~~Preferred Stock” and~~Agreement, Pubco ~~collectively with the Allurion Common Stock~~will, ~~the~~no ~~“Allurion~~later ~~Shares”) (other~~ than ~~dissenting~~the ~~shares~~Backstop ~~and~~Closing ~~shares held by Allurion as treasury stock or held by any subsidiary of Allurion~~Date, ~~the~~issue ~~treatment of which is described in the Business Combination Agreement) issued and outstanding as of immediately prior~~ to ~~the~~each ~~Intermediate~~Backstop ~~Merger~~Purchaser ~~Effective Time will automatically be cancelled and extinguished and will be converted into the right to receive~~ a number of shares of Pubco Common Stock ~~equal to~~ (x) the aggregate number of shares of Allurion Common Stock that would be issued upon conversion of such issued and outstanding share of Allurion Preferred Stock into Allurion Common Stock based on the applicable conversion ratio immediately prior to the Intermediate Merger Effective Time multiplied by (y“Backstop Shares”) ~~the~~as Intermediate Merger Exchange Ratio (in each case, with the aggregate number of shares of Pubco Common Stock that each holder of Allurion Shares will have a right to receive to be rounded down to the nearest whole share);follows:

~~iii.~~a) atIn the ~~Intermediate~~event ~~Merger~~that ~~Effective~~the ~~Time,~~Backstop ~~each~~Purchase ~~option~~Amount tofor ~~purchase~~each ~~shares~~Backstop ofPurchaser ~~Allurion~~is ~~Common~~equal ~~Stock~~to ~~(whether~~its ~~vested~~Maximum orPurchase ~~unvested) (each~~Amount, anPubco ~~“Allurion~~will ~~Option”)~~issue ~~that~~to iseach ~~outstanding~~Backstop ~~immediately~~Purchaser ~~prior~~under to the ~~Intermediate~~Backstop ~~Merger~~Agreement ~~Effective~~an ~~Time~~aggregate ~~will~~amount ~~cease~~of toPubco ~~represent~~Common ~~the~~Stock ~~right~~equal to ~~purchase~~the greater of (i) 700,000 shares of ~~Allurion~~Pubco Common Stock and ~~will~~(ii) bethe ~~converted~~Conditional ~~automatically~~Additional ~~into~~Pubco anShares ~~option~~ (aas ~~“Rollover~~defined ~~Option”~~below) toissuable ~~purchase,~~(x) onin the ~~same~~case ~~terms~~of ~~and~~Fortress, ~~conditions~~to asFortress ~~were~~or its applicable affiliate pursuant to ~~such~~the ~~Allurion~~Fortress ~~Options~~Credit ~~immediately~~Agreement ~~prior~~(as todefined in the ~~Intermediate~~Business ~~Merger~~Combination ~~Effective~~Agreement) ~~Time,~~and ~~the~~(y) ~~number~~in ofthe ~~shares~~case of ~~Pubco~~RTW, ~~Common~~to ~~Stock~~RTW ~~(rounded~~pursuant ~~down~~ to the ~~nearest~~Amended ~~whole~~and ~~share)~~Restated ~~equal~~RTW toSide ~~the~~Letter ~~number~~(as ofdefined ~~shares~~below); ofprovided ~~Allurion~~that, ~~Common~~in ~~Stock subject to~~ the ~~corresponding~~event ~~Allurion~~that ~~Option~~for ~~immediately~~any ~~prior~~reason to the ~~Intermediate~~aggregate ~~Merger~~number ~~Effective~~of ~~Time~~shares ~~multiplied~~issuable byto ~~Intermediate~~Fortress ~~Merger~~pursuant ~~Exchange~~to ~~Ratio,~~clause ~~and~~(ii) ~~each~~above ~~such~~is ~~Rollover~~greater ~~Option~~than ~~will~~the ~~have~~aggregate annumber ~~exercise~~of ~~price~~shares ~~per~~issuable ~~share~~to ofRTW ~~Pubco~~pursuant ~~Common~~to ~~Stock~~clause (~~rounded~~ii), upor tovice versa, the ~~nearest~~Backstop ~~whole~~Purchaser ~~cent)~~that ~~subject~~would toreceive ~~such~~the ~~Rollover~~lesser ~~Option~~aggregate ~~equal~~number toof ~~(A)~~shares ~~the~~shall ~~exercise~~instead ~~price~~receive ~~per~~the ~~share~~higher number of ~~Allurion~~aggregate ~~Common~~shares ~~Stock~~so ~~applicable~~that, pursuant to ~~the~~such ~~corresponding~~clause ~~Allurion~~(ii), ~~Option~~each ~~immediately~~of ~~prior~~Fortress toand ~~the~~RTW ~~Intermediate~~shall ~~Merger~~receive ~~Effective~~the ~~Time~~same ~~divided~~aggregate bynumber ~~(B)~~of ~~the~~shares ~~Intermediate~~of ~~Merger~~Pubco ~~Exchange~~Common ~~Ratio;~~Stock.

~~iv.~~b) atIn the ~~Intermediate~~event ~~Merger~~that ~~Effective~~the ~~Time,~~Backstop ~~each~~Purchase ~~restricted~~Amount ~~stock~~for ~~unit award denominated in shares of Allurion Common Stock (whether vested or unvested) (~~each, anBackstop ~~“Allurion~~Purchaser ~~RSU Award”) that~~ is ~~outstanding~~less ~~immediately~~than ~~prior~~its toMaximum ~~the~~Purchase ~~Intermediate~~Amount, ~~Merger~~Pubco ~~Effective Time~~ will beissue ~~assumed by Pubco and converted automatically into a restricted stock unit award denominated in shares of Pubco Common Stock, with same terms and conditions as were applicable~~ to ~~such~~each ~~Allurion~~Backstop ~~RSU~~Purchaser ~~Awards~~under ~~immediately prior to~~ the ~~Intermediate~~Backstop ~~Merger~~Agreement ~~Effective~~an ~~Time,~~aggregate ~~and~~amount ~~relating to the number~~ of shares of Pubco Common Stock equal to ~~the product of~~ (Ai) ~~the~~700,000 ~~number~~multiplied ofby ~~shares~~a offraction ~~Allurion~~having ~~Common~~(x) ~~Stock~~a ~~underlying~~numerator ~~the~~equal ~~corresponding Allurion RSU Award immediately prior~~ to ~~the~~such ~~Intermediate~~Backstop ~~Merger~~Purchaser’s ~~Effective~~Backstop ~~Time~~Purchase ~~multiplied~~Amount byand (By) ~~the~~a ~~Intermediate~~denominator ~~Merger~~equal ~~Exchange Ratio (rounded down~~ to ~~the nearest whole share);~~2,000,000.

v.Under at the ~~Intermediate~~Backstop ~~Merger Effective Time~~Agreement, ~~(A) each warrant to purchase Allurion Common Stock or Allurion Preferred Stock that is outstanding and unexercised as of immediately prior to~~ the ~~Intermediate~~“Conditional Additional ~~Merger Effective Time will be converted into a warrant to acquire shares of~~ Pubco ~~Common~~Shares” ~~Stock,~~means ~~in an amount and at an exercise price and subject to such terms and conditions, in each case, as set forth on an allocation schedule to be delivered by Allurion to~~ the ~~Company no later than five (5) business days prior to the Closing Date and (B) the Surviving Corporation will become the obligor under such warrants; and~~following:

With respect to Fortress, a number of additional shares of Pubco Common Stock exceeding the 250,000 shares of Pubco Common Stock that, at the consummation of the transactions contemplated by the Business Combination Agreement, will be issued to Fortress or its applicable affiliate pursuant to the Fortress Credit Agreement, in a maximum amount not to exceed 750,000 shares of Pubco Common Stock, that may be issuable to Fortress or its applicable affiliate pursuant to the Fortress Credit Agreement.

With respect to RTW, a number of additional shares of Pubco Common Stock exceeding the 250,000 shares of Pubco Common Stock that, at the consummation of the transactions contemplated by the Business Combination Agreement, will be issued to RTW pursuant to the Amended and Restated RTW Side Letter, in a maximum amount not to exceed 750,000 shares of Pubco Common Stock, that may be issuable to RTW pursuant to the Amended and Restated RTW Side Letter.

A copy of the Backstop Agreement is filed with this Current Report on Form 8-K as Exhibit 10.5, and is incorporated herein by reference, and the foregoing description of the Backstop Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference thereto.

Amended and Restated RTW Side Letter

As previously disclosed, on February 9, 2023, in connection with the execution of the Existing Business Combination Agreement, the Company, Pubco, Allurion and Merger Sub II entered into a side letter (the “Existing RTW Side Letter”) with RTW, pursuant to which, among other things, upon the terms and subject to the conditions set forth therein, Pubco agreed to issue up to an additional 1,000,000 shares of Pubco Common Stock to RTW, with (a) 250,000 of such shares to be issued at the consummation of the transactions contemplated by the Business Combination Agreement and not subject to any contingencies and (b) 750,000 of such shares to be issued based on the Net Closing Cash (as defined in the Business Combination Agreement) as of immediately prior to the effective time of the Intermediate Merger (to be determined linearly, based on no such shares being issuable if such Net Closing Cash is equal to or greater than $100 million and 750,000 such shares being issuable if such Net Closing Cash is equal to or less than $70 million).

~~vi.~~On atMay 2, 2023, pursuant to the ~~Intermediate~~Backstop ~~Merger~~Agreement and ~~Effective~~contemporaneous ~~Time,~~with ~~each~~the ~~share~~execution of ~~capital~~the ~~stock~~Backstop ofAgreement, the Company, Pubco, Merger Sub III, ~~issued~~Allurion and ~~outstanding~~RTW ~~immediately~~entered ~~prior~~into an amended and restated side letter (the “Amended and Restated RTW Side Letter”), which amends and restates the Existing RTW Side Letter in its entirety, in order to reflect that any Conditional Additional Pubco Shares issuable to RTW under the ~~Intermediate~~Amended and ~~Merger~~Restated ~~Effective~~RTW ~~Time~~Side ~~will~~Letter, beif ~~converted~~any, ~~into~~would ~~one~~be ~~share~~calculated net of ~~common~~any ~~stock,~~Backstop ~~par~~Shares ~~value~~issuable $0to RTW under the Backstop Agreement.~~0001~~ Additionally, pursuant ofto the ~~Intermediate~~Amended ~~Surviving~~and ~~Corporation~~Restated RTW Side Letter, the parties to the Amended and Restated RTW Side Letter have agreed that, if a third party subsequently provides Allurion with debt financing on more favorable terms than those provided to RTW under the Backstop Agreement, RTW will be offered the same or more favorable terms and conditions as Allurion provided to such third party.

c)A Incopy ~~connection~~of ~~with~~ the ~~Final~~Amended and ~~Merger,~~Restated atRTW ~~the~~Side ~~Final~~Letter ~~Merger~~is ~~Effective~~filed ~~Time,~~with ~~(i)~~this ~~each~~Current ~~share~~Report ofon ~~common~~Form ~~stock,~~8-K ~~par~~as ~~value~~Exhibit $010.~~0001 per share~~6, ofand ~~the~~is ~~Intermediate~~incorporated ~~Surviving~~herein ~~Corporation~~by ~~issued~~reference, and the ~~outstanding~~foregoing ~~immediately~~description ~~prior~~of to the ~~Final~~Amended ~~Merger Effective Time will be cancelled~~ and ~~will~~Restated ~~cease~~RTW toSide ~~exist~~Letter and ~~(ii)~~the ~~each~~transactions ~~limited~~contemplated ~~liability~~thereby ~~company~~does ~~interest~~not ofpurport ~~Merger~~to ~~Sub~~be complete ~~II issued~~ and ~~outstanding~~is ~~immediately~~qualified ~~prior~~in toits ~~the~~entirety ~~Final~~by ~~Merger~~reference ~~Effective Time will remain outstanding as a limited liability company interest of the Surviving Subsidiary Company~~thereto.

~~“Intermediate Merger~~Fortress ~~Exchange~~Side Ratio” means (a) the Aggregate Intermediate Merger Closing Merger Consideration (as defined below) divided by (b) the Fully Diluted Company Capitalization (as defined in the Business Combination Agreement); “Aggregate Intermediate Merger Closing Merger Consideration” means a number of shares of Pubco Common Stock equal to (a) 37,812,000 minus (b) (i) 1,500,000 multiplied by (ii) the Net Closing Cash Percentage; and “Net Closing Cash Percentage” means the percentage obtained by the following calculation: (a) $100,000,000 minus Net Closing Cash (as defined in the Business Combination Agreement) divided by (b) $30,000,000; provided that (i) if Net Closing Cash equals or exceeds $100,000,000, then the Net Closing Cash Percentage shall be deemed to be zero and (ii) the Net Closing Cash Percentage will not exceed 100%.Letter

~~In addition,~~As ~~Allurion~~previously ~~stockholders~~disclosed, ~~holders~~on ofFebruary ~~Allurion~~9, ~~RSU~~2023, in ~~Awards~~connection ~~and~~with ~~vested Allurion Options (~~the ~~“Eligible~~execution ~~Allurion~~of ~~Equityholders”) will have~~ the ~~right~~Existing toBusiness ~~receive~~Combination ~~(i) an aggregate of 4~~Agreement,~~500,000~~ ~~shares~~Fortress ofand ~~Pubco~~Allurion ~~Common~~entered ~~Stock~~into ~~if, from~~ the ~~date~~Fortress ~~the Surviving Corporation’s~~Bridging ~~registration~~Agreement ~~statement~~(as ondefined ~~Form~~in ~~S-1 with respect to~~ the ~~resale~~Business ofCombination ~~any~~Agreement), ~~Pubco Common Stock issued~~ pursuant to ~~the~~which, ~~PIPE~~among ~~Financing~~other ~~(as~~things, ~~defined below)~~upon ~~is declared effective by~~ the ~~Securities~~terms and ~~Exchange~~subject ~~Commission~~to (the ~~“SEC”) until five years after the~~ ~~Closing~~conditions ~~(the~~set ~~“Earnout~~forth ~~Period”),~~in the ~~volume~~Fortress ~~weighted~~Credit ~~average~~Agreement ~~price~~ (~~“VWAP”)~~as ofdefined ~~Pubco Common~~in ~~Stock on~~ the ~~NYSE,~~Business orCombination ~~any~~Agreement) ~~other~~to ~~national~~be ~~securities~~entered ~~exchange~~into onupon ~~which~~ the ~~shares~~ consummation of ~~Pubco~~the ~~Common~~transactions ~~Stock~~contemplated ~~are~~by ~~then~~the ~~traded,~~Business isCombination ~~greater than~~Agreement, orPubco ~~equal~~agreed to ~~$15.00~~issue ~~over~~up ~~any~~to ~~20 trading days within any consecutive 30 trading day period, and (ii)~~ an ~~aggregate of an~~ additional 4 1,~~500~~000,000 shares of Pubco Common Stock ~~(together~~to Fortress, with ~~the shares referenced in clause~~ (i) 250,000 ~~the~~of ~~“Contingency~~such ~~Shares”) in~~shares ~~the~~to ~~aggregate~~be ~~if,~~issued ~~during~~at the ~~Earnout~~consummation of ~~Period,~~ the ~~VWAP~~transactions ofcontemplated ~~Pubco~~by ~~Common~~the ~~Stock~~Business onCombination ~~the~~Agreement ~~NYSE,~~and ornot ~~any~~subject ~~other~~to ~~national~~any ~~securities~~contingencies ~~exchange on~~and ~~which~~(ii) ~~the~~750,000 of such shares ofto ~~Pubco~~be ~~Common~~issued ~~Stock~~based ~~are~~on ~~then~~the ~~traded,~~Net isClosing ~~greater~~Cash ~~than~~as orof ~~equal~~immediately prior to ~~$20.00~~the ~~over~~effective ~~any~~time 20of ~~trading~~the ~~days~~Intermediate ~~within~~Merger ~~any~~(to ~~consecutive~~be 30determined ~~trading~~linearly, ~~day~~based ~~period.~~on ~~Additionally,~~no insuch ~~the~~shares ~~event~~being ofissuable aif ~~change~~such ofNet ~~control~~Closing ofCash ~~the~~is ~~Surviving~~equal ~~Corporation~~to ~~(as~~or ~~described~~greater inthan ~~the~~$100 ~~Business~~million ~~Combination Agreement)~~and 750,000 such ~~any~~shares ~~unissued~~being ~~Contingency~~issuable ~~Shares~~if ~~will~~such ~~become~~Net ~~payable~~Closing Cash is equal to ~~the~~or ~~Eligible~~less ~~Allurion~~than ~~Equityholders~~$70 million).

~~Conditions~~On May 2, 2023, pursuant to the Backstop Agreement and contemporaneous with the execution of the Backstop Agreement, Fortress and Allurion entered into a letter agreement (the “Fortress Side Letter”), in order to ~~Closing~~reflect that any Conditional Additional Pubco Shares issuable to Fortress under the Fortress Credit Agreement, if any, would be calculated net of any Backstop Shares issuable to Fortress under the Backstop Agreement. Additionally, pursuant to the Fortress Side Letter, Fortress and Allurion have agreed that, if a third party subsequently provides Allurion with debt financing on more favorable terms than those provided to Fortress under the Backstop Agreement, Fortress will be offered the same or more favorable terms and conditions as Allurion provided to such third party.

Pursuant to the ~~Business~~Fortress ~~Combination~~Side ~~Agreement~~Letter, ~~and~~Fortress has ~~upon~~also ~~the~~waived ~~terms~~its ~~and~~condition ~~subject~~ to closing under the ~~conditions~~Fortress ~~contained~~Bridging ~~therein,~~Agreement ~~the~~(as ~~obligations~~defined ofin the ~~Parties~~Business Combination Agreement), which torequired ~~consummate~~that ~~the~~Allurion ~~Mergers~~raise ~~are~~at ~~subject~~least $15 million in incremental financing prior to the ~~satisfaction~~consummation orof ~~waiver~~the oftransactions contemplated by the ~~following~~Business ~~conditions:~~Combination Agreement.

a)A copy of the ~~absence~~Fortress Side ofLetter ~~any~~is ~~orders~~filed with this Current Report on Form 8-K as Exhibit 10.7, ~~laws~~and oris ~~other~~incorporated ~~legal~~herein ~~restraints~~by ~~preventing~~reference, and the ~~consummation~~foregoing description of the ~~Proposed~~Fortress ~~Transactions~~Side ~~(including~~Letter and the ~~Closing);~~transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference thereto.

b)Contribution ~~the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;~~Agreements

c)On ~~effectiveness~~May 2, 2023, The Shantanu K. Gaur Revocable Trust of 2021, an estate planning vehicle of Shantanu Gaur, the ~~registration~~Chief ~~statement~~Executive onOfficer ~~Form~~of ~~S-4~~Allurion or(the ~~such~~“Gaur Trust”), and Pubco entered into a Contribution Agreement (the “Gaur Contribution Agreement”), pursuant to which, among other ~~applicable~~things, ~~form~~upon the terms and subject to the conditions set forth therein, the Gaur Trust agreed to contribute to Pubco, as a contribution of capital, a number of shares of Pubco Common Stock (the “~~S-4~~Gaur ~~Registration~~Trust ~~Statement~~Contributed Shares”) equal to: (a) 50,000 shares of Pubco Common Stock (being one-sixth of the Hunter Closing Shares) plus (b) a number of shares of Pubco Common Stock equal to one-third of the Additional Hunter Shares. The. Gaur Trust’s contribution of the Gaur Trust Contributed Shares will be ~~filed~~effective immediately following the consummation of the transactions contemplated by the Business Combination Agreement and the issuance of Pubco inCommon ~~connection~~Stock ~~with~~to the ~~Proposed~~Gaur ~~Transactions;~~Trust pursuant to the terms of the Business Combination Agreement.

d) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by the requisite vote of (i) the Company’s stockholders, including the vote of the Company Class A Common Stock, voting as a separate class, and (ii) Allurion’s stockholders;

eAdditionally, on May 2, 2023, Compute Health Sponsor LLC, a Delaware limited liability company and the Company’s sponsor (the “Sponsor”), ~~receipt~~and the Company entered into a Contribution Agreement (the “Sponsor Contribution Agreement” and, together with the Gaur Contribution Agreement, the “Contribution Agreements”) pursuant to which, among other things, upon the terms and subject to the conditions set forth therein, the Sponsor agreed to contribute to the Company, as a contribution to capital, a number of ~~approval~~shares ~~for~~of ~~listing~~Class onA Common Stock, par value $0.0001 per share, of the ~~NYSE~~Company (“Class A Common Stock”) equal to: (a) (i) 200,000 shares of Class A Common Stock (as adjusted pursuant to clause (b), being equivalent to two-thirds of the Hunter Closing Shares) plus (ii) a number of shares of ~~Pubco~~Class A Common Stock equal to (as adjusted pursuant to clause (b)) one-third of the Additional Hunter Shares divided by (b) 1.420455 (the “Sponsor Contributed Shares”). The Sponsor’s contribution of the Sponsor Contributed Shares will be ~~issued~~contingent upon the closing of the transactions contemplated by the Business Combination Agreement, and will be effective immediately following the Sponsor Recapitalization (as defined in ~~connection~~the Business Combination Agreement) and immediately prior to the merger of the Company with and into Pubco pursuant to the ~~Proposed~~terms ~~Transactions;~~of the Business Combination Agreement.

f)Copies ~~after~~of ~~giving~~each ~~effect~~of to the Contribution ~~Proposed~~Agreements ~~Transactions,~~are ~~the~~filed ~~Company~~with ~~having~~this ~~net~~Current ~~tangible~~Report ~~assets~~on ofForm at8-K ~~least~~as $5Exhibit 10.8 and 10.9,~~000~~ respectively,~~001~~ ~~immediately~~and ~~prior~~are toincorporated herein by reference, and the ~~CPUH~~foregoing ~~Merger~~description ~~Effective~~of ~~Time;~~the Contribution Agreements and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference thereto.

g)RSU asForfeiture of immediately prior to the Intermediate Merger Closing and after the CPUH Merger Closing, (i) the amount of funds contained in the Company’s trust account (after reduction for the aggregate amount of payments made, or required to be made, in connection with redemptions by the holders of Company Class A Common Stock in connection with the Proposed Transactions, as contemplated by the Company’s organizational documents), plus (ii) the amount of funds available pursuant to the PIPE Financing, plus (iii) the amount of funds available to Allurion as of the Intermediate Merger Closing pursuant to the Revenue Interest Financing (as defined below), plus (iv) (A) the amount of funds available to Allurion as of the Intermediate Merger Closing pursuant to the Fortress Financing (as defined below) less (B) the amount payable to Runway Growth Finance Corp. in connection with the repayment and termination of the indebtedness under the Runway Loan (as defined below), plus (v) if Allurion raises more than $15,000,000 of net proceeds in connection with the Incremental Financing, an amount equal to the lesser of such excess and the amount of Allurion’s cash on hand immediately prior to the Intermediate Merger Closing, less (vi) the aggregate amount of certain unpaid fees, expenses, commissions or other amounts incurred by or on behalf of the Company, Allurion or their subsidiaries in connection with the Proposed Transactions shall be greater than or equal to $70,000,000 (the “Minimum Cash Condition”); provided that, if either the Company’s or Allurion’s expenses exceed the amount set forth on an agreed expenses schedule, the Minimum Cash Condition can only be asserted by Allurion or the Company, respectively; andAgreement

hOn May 2, 2023, Krishna Gupta, a member of the Allurion board of directors, entered into a letter agreement with Allurion (the “RSU Forfeiture Agreement”), pursuant to which, among other things, upon the terms and subject to the conditions set forth therein, Mr. Gupta agreed to forfeit to Allurion a number of restricted stock unit awards (the “Forfeited RSUs”), determined immediately following the consummation of the ~~Fortress~~transactions ~~Financing~~contemplated by the Business Combination Agreement and after giving effect to the ~~Revenue~~exchange ~~Interest~~of ~~Financing~~such Restricted Stock Units pursuant to the Business Combination Agreement based on the Intermediate Merger Exchange Ratio, equal in number to up to (a) 50,000 shares of Pubco Common Stock (being one-sixth of the Hunter Closing Shares) plus (b) a number of shares of Pubco Common Stock equal to one-third of the Additional Hunter Shares. The Forfeited RSUs shall be terminated and cancelled without consideration therefor, effective as of immediately following the consummation of the transactions contemplated by the Business Combination Agreement.

~~Pursuant to~~A ~~the~~copy ~~Business~~of ~~Combination~~the RSU Forfeiture Agreement, ~~and~~is ~~upon~~filed ~~the~~with ~~terms~~this ~~and~~Current ~~subject~~Report toon ~~the~~Form ~~conditions~~8-K ~~contained~~as ~~therein~~Exhibit 10.10, ~~the~~and ~~obligations~~is ofincorporated herein by reference, and the ~~Company~~foregoing description ~~and~~of the ~~Merger~~RSU ~~Subs~~Forfeiture toAgreement ~~consummate~~and the ~~Mergers~~transactions ~~are~~contemplated ~~subject~~thereby does not purport to ~~the~~be ~~satisfaction~~complete orand ~~waiver~~is ofqualified ~~the~~in ~~following~~its ~~conditions:~~entirety by reference thereto.

a)BCA ~~the accuracy of the representations and warranties of each of Allurion and Pubco as of the Closing;~~Amendment

b)On May 2, 2023, in connection with the ~~performance~~foregoing orrefinancing ~~compliance~~transactions, the Company entered into the BCA Amendment with the other Parties, which, among other things, amended the calculation of ~~each~~the aggregate number of shares of Pubco Common Stock to be issued to (or reserved for issuance for) Allurion equityholders upon the consummation of the Intermediate Merger to be as follows: (a) 37,812,000 minus (b) (x) a number of shares of Pubco Common Stock equal to (i) 1,400,000 multiplied by (ii) (x) the aggregate Backstop Purchase Amounts divided by (y) $4 million (such quotient, the “Backstop Percentage” and such shares calculated pursuant to this clause (y), the “BCA Backstop Shares”); provided that the Backstop Percentage shall not exceed one hundred percent (100%) minus (c) a number of shares of Pubco’s ~~covenants~~Common inStock ~~all~~equal ~~material~~to ~~respects~~(x) (i) 1,500,000 minus (ii) the BCA Backstop Shares multiplied by (y) the Net Closing Cash Percentage (as defined in the Business Combination Agreement) (such shares, the “Allocated Shares”); provided that, if the Backstop Percentage equals one hundred percent (100%), then the Allocated Shares will be a number of orshares ~~prior~~of Pubco Common Stock equal to greater of (a) the ~~Intermediate~~BCA ~~Merger~~Backstop Shares or (b) 1,500,000 multiplied by the Net Closing; Cash Percentage. Additionally, the BCA Amendment replaced the form of Investor Rights Agreement attached as an exhibit to the Existing Business Combination Agreement with a revised form of Investor Rights Agreement (as described below).

c)Other than as expressly modified by the ~~absence~~BCA Amendment, ofthe Existing aBusiness Combination Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company ~~Material~~with ~~Adverse~~the ~~Effect~~Securities and Exchange Commission (asthe ~~defined~~“SEC”) on February 9, 2023, remains in full force and effect. A copy of the ~~Business~~BCA ~~Combination~~Amendment ~~Agreement);~~is filed with this Current Report on Form 8-K as Exhibit 2.1, and is incorporated herein by reference, and the foregoing description of the BCA Amendment and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference thereto.

d) the approval and adoption of the Business Combination Agreement and the transactions contemplated thereby by Allurion, as the sole stockholder of Pubco; and

e) receipt of a pay-off letter, in form and substance reasonably satisfactory to the Company, and related lien release documents, each in connection with the repayment and termination of all of Allurion’s indebtedness under its loan documents with Runway Growth Finance Corp. (the “Runway Loan”).

Pursuant to the Business Combination Agreement, and upon the terms and subject to the conditions contained therein, the obligations of Allurion and Pubco to consummate the Mergers are subject to the satisfaction or waiver of the following conditions:

a) the accuracy of the representations and warranties of each of the Company and each Merger Sub as of the Closing;

b) the performance or compliance of each of the Company and Merger Subs’ covenants in all material respects as of or prior to the Intermediate Merger Closing;

c) the absence of a CPUH Material Adverse Effect (as defined in the Business Combination Agreement); and

d) the approval and adoption of the Business Combination Agreement and the transactions contemplated thereby by the Company, as the (i) sole stockholder of Merger Sub I and (ii) sole member of Merger Sub II.

Representations, Warranties and Covenants

The Parties have agreed to customary representations and warranties for transactions of this type. In addition, the Parties agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to (a) the conduct of Allurion, the Company and their respective subsidiaries (including Pubco and the Merger Subs) during the period between execution of the Business Combination Agreement and the Closing (the “Interim Period”), (b) mutually agreeing, after the date of the Business Combination Agreement, to the forms of post-closing organizational documents, a new equity incentive plan and new employee stock purchase plan of the Surviving Corporation, (c) not initiating any negotiations or entering into any agreements for certain alternative transactions, (d) Allurion’s preparation and delivery to the Company of certain financial statements of Allurion, (e) the preparation and filing by Pubco of the S-4 Registration Statement and Resale Registration Statement (as defined below) and the taking of certain other actions to obtain the requisite approval of Company stockholders of certain proposals regarding the Proposed Transactions and (f) the Parties’ agreement to use reasonable best efforts to take or cause to be taken all actions and things necessary to consummate the Mergers, including to obtain necessary governmental approvals.

Additionally, the Parties have agreed that (a) during the Interim Period, the Company will be permitted to borrow, on a non-interest bearing basis, from its sponsor, Compute Health Sponsor LLC, a Delaware limited liability company (“Sponsor”), or any of Sponsor’s affiliates in order to meet the Company’s reasonable funding requirements (the “Sponsor Loans”) and (b) at the Intermediate Merger Effective Time, (i) $2,500,000 of such Sponsor Loans outstanding as of the Closing Date will be repaid at the Closing from funds available in the Company’s trust account or from proceeds of the PIPE Financing or Revenue Interest Financing (or, if not so paid, by the Surviving Corporation), (ii) in the event the aggregate amount of Sponsor Loans outstanding as of the Closing Date is greater than $2,500,000 (such excess, the “Sponsor Loan Excess”), the Sponsor Loan Excess, up to an amount not to exceed $5,250,000 (the “Sponsor Loan Equity Conversion Cap”), outstanding as of the Closing Date will be converted into shares of Pubco Common Stock, equivalent in value to the amount of such Sponsor Loan Excess (capped at the Sponsor Loan Equity Conversion Cap), at a price per share of Pubco Common Stock of $7.04 (the “Sponsor Loan Equity Issuance”) and (iii) with respect to any Sponsor Loan Excess above the Sponsor Loan Equity Conversion Cap (such excess, the “Extinguishable Sponsor Loan Excess”), such Extinguishable Sponsor Loan Excess will be fully extinguished and forgiven, and the Company and the Surviving Corporation will have no obligation to pay such excess amounts; provided that Allurion may, in its sole discretion, pursuant to an election made prior to the Closing, repay on the Closing Date some or all of the Sponsor Loan Excess, up to the Sponsor Loan Equity Conversion Cap, in cash.

Further, the Parties have agreed that, as promptly as reasonably practicable following the date of the Business Combination Agreement, the Parties will, in accordance with terms, documentation and timing to be mutually agreed, solicit, and exercise reasonable best efforts to obtain, the approval of the registered holders of at least fifty percent (50%) of the then outstanding public Company Warrants to amend the public Company Warrants to permit the conversion or exchange of public Company Warrants for Pubco Common Stock at the CPUH Merger Effective Time at an exchange ratio mutually agreed upon by the Company, Pubco and Allurion (the “Consent Solicitation”). None of Parties may incur any out of pocket fees, expenses, commissions or other amounts in connection with obtaining this approval without the prior written consent of the other Parties (any such consent not to be unreasonably withheld, conditioned or delayed).

The Parties have also agreed that, from and after the date of the Business Combination Agreement, Allurion must use reasonable best efforts to obtain gross proceeds of at least $15 million of additional financing pursuant to one or more private sales of Allurion Common Stock (or securities convertible into Allurion Common Stock) (the “Incremental Financing”) by no later than April 30, 2023.

Additionally, the Parties have agreed that, during the Interim Period, and subject to applicable law, Allurion will use reasonable best efforts to obtain joinders to the Allurion Support Agreement (as defined below) from Allurion stockholders which, together with the Initial Allurion Supporting Stockholders, will represent the requisite number of Allurion Shares to obtain the requisite approval of the Proposed Transactions and termination of certain of Allurion’s related party contracts and accounts.

Further, the Parties have agreed that, immediately following the CPUH Merger Closing, (a) the Surviving Corporation will have a classified board with Omar Ishrak serving as non-executive Co-Chairman and Lead Independent Director and Krishna Gupta serving as Co-Chairman and (b) such board will consist of seven members, with each of (i) Shantanu Gaur and Remus Capital having the right to nominate one director and one “independent” director for purposes of NYSE rules (each, an “Independent Director”), (ii) the Sponsor having the right to nominate one director and (iii) the Company having the right to nominate two Independent Directors, one of which will be designated by RTW in accordance with the RTW Side Letter (each, as defined below).

The representations, warranties, agreements and covenants of the parties set forth in the Business Combination Agreement will terminate at the Closing, except for those covenants and agreements that, by their terms, contemplate performance after the Closing.

Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, without limitation, (a) by mutual written consent of the Company and Allurion; (b) by the Company or Allurion, if (i) the Closing has not occurred by August 7, 2023; (ii) if an applicable governmental entity has taken any final and non-appealable action permanently enjoining, restraining or otherwise prohibiting the Proposed Transactions; (iii) if the Company’s stockholder meeting to vote on the Mergers has concluded (including any adjournment or postponement thereof) and the approval of the Proposed Transactions by the requisite vote of the Company’s stockholders (including the vote of the Company Class A Common Stock, voting as a separate class), was not obtained; and (iv) if Allurion has not consummated the transactions contemplated by the Incremental Financing on or prior to April 30, 2023; (c) by the Company, if (i) Allurion or Pubco has breached any of its representations, warranties, agreements or covenants contained in the Business Combination Agreement and such failure or breach would render certain conditions precedent to the Closing incapable of being satisfied, subject to certain cure rights; (ii) approval of the Proposed Transactions by the requisite number of holders of Allurion Shares has not been obtained within forty-eight (48) hours following the date that the S-4 Registration Statement becomes effective; and (iii) Allurion does not deliver, within 30 days of the execution of the Business Combination Agreement, joinders to the Allurion Support Agreement constituting sufficient Allurion Shares to approve the Proposed Transactions; and (d) by Allurion, if the Company or either Merger Sub has breached any of its representations, warranties, agreements or covenants contained in the Business Combination Agreement and such failure or breach would render certain conditions precedent to the Closing incapable of being satisfied, subject to certain cure rights.

A copy of the Business Combination Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Business Combination Agreement and the Mergers does not purport to be complete and is qualified in its entirety by reference thereto.

The Business Combination Agreement contains representations, warranties and covenants that the respective Parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective Parties and are subject to important qualifications and limitations agreed to by the Parties in connection with negotiating the Business Combination Agreement. The Business Combination Agreement is being filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Parties to the Business Combination Agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors, security holders and reports and documents filed with the SEC. Investors and security holders are not third-party beneficiaries under the Business Combination Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification.

Other Agreements

The Business Combination Agreement contemplates the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following:

Sponsor Support Agreement

On February 9, 2023, in connection with the execution of the Business Combination Agreement, the Company entered into a sponsor support agreement (the “Sponsor Support Agreement”) with Allurion, Pubco, the independent directors of the Company (as holders of Class B common stock, par value $0.0001 per share, of the Company (the “Class B Common Stock”)) (such independent directors, collectively, the “Additional Class B Holders”) and Sponsor (as the holder of the warrants to purchase Company Class A Common Stock purchased in a private placement contemporaneously with the initial public offering of the Company (the “Private Placement Warrants”) and a holder of Class B Common Stock). Pursuant to the Sponsor Support Agreement, upon the terms and subject to the conditions set forth therein, until the earlier of the CPUH Merger Effective Time and the date and time, if any, that the Business Combination Agreement is terminated, the Sponsor and the Additional Class B Holders agreed to (a) vote any shares of Class A Common Stock and Class B Common Stock that they own in favor of the proposals regarding the Proposed Transactions, (b) not transfer, sell, pledge or enter into any voting trusts with respect to any shares of Company Class A Common Stock, shares of Class B Common Stock, CPUH Public Warrants or Private Placement Warrants they they own, (c) solely with respect to the Sponsor, recapitalize its shares of Class B Common Stock and Private Placement Warrants into 2,088,327 shares of Class A Common Stock (the “Sponsor Recapitalization”), (d) solely with respect to each of the Additional Class B Holders, to recapitalize their shares of Class B Common Stock into Class A Common Stock (together with the Sponsor Recapitalization, the “CPUH Recapitalization”), (e) waive any adjustment to the conversion ratio set forth in the governing documents of the Company or any other anti-dilution or similar protection with respect to their respective shares of Class B Common Stock in connection with the transactions contemplated by the Business Combination Agreement and (f) vote against any transaction or series of transactions in which the Company would be acquired or acquire another person or business.

A copy of the Sponsor Support Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Sponsor Support Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference thereto.

Allurion Support Agreement

On February 9, 2023, in connection with the execution of the Business Combination Agreement, the Company entered into a stockholder support agreement (the “Allurion Support Agreement”) with Pubco, Allurion and certain Allurion stockholders (the “Initial Allurion Supporting Stockholders”). Pursuant to the Allurion Support Agreement, upon the terms and subject to the conditions set forth therein, each Initial Allurion Supporting Stockholder agreed, until the earlier of the Intermediate Merger Effective Time and the date and time, if any, that the Business Combination Agreement is terminated, within forty-eight (48) hours following the effectiveness of the S-4 Registration Statement, to execute and deliver a written consent with respect to all outstanding Allurion Shares held by such Initial Allurion Supporting Stockholder (the “Subject Allurion Shares”) approving the Business Combination Agreement and the transactions contemplated thereby. In addition to the foregoing, each Initial Allurion Supporting Stockholder agreed that, at any meeting of the holders of Allurion capital stock, each such Initial Allurion Supporting Stockholder will appear at the meeting, in person or by proxy, and cause its Subject Allurion Shares to be voted (a) to approve and adopt the Business Combination Agreement, the transactions contemplated thereby, and any other matters necessary or reasonably requested by Allurion for consummation of the Mergers; and (b) against any proposal that conflicts or materially impedes or interferes with, or would adversely affect or delay, the consummation of the transactions contemplated by the Business Combination Agreement.

The Allurion Support Agreement also prohibits the Initial Allurion Supporting Stockholders from, among other things, until the earlier of the Intermediate Merger Effective Time and the date and time, if any, that the Business Combination Agreement is terminated (i) transferring any of the Subject Allurion Shares or (ii) entering into any (A) option, commitment or other arrangement that would require the Initial Allurion Support Stockholders to transfer their Subject Allurion Shares, or (B) voting trust, proxy or other contract with respect to the voting or transfer of the Subject Allurion Shares. In addition, pursuant to the Allurion Support Agreement, each Initial Allurion Supporting Stockholder agreed not to (x) exercise any appraisal or dissenter’s rights relating to the Business Combination Agreement and the transactions contemplated thereby and (y) commence or participate in any claim or action against Allurion, either Merger Sub, the Company, Pubco or any of their respective affiliates relating to the negotiation, execution or delivery of the Allurion Support Agreement or the Business Combination Agreement.

As described in the summary of the Business Combination Agreement, Allurion is obligated to use reasonable best efforts to obtain joinders to the Allurion Support Agreement from Allurion stockholders which, together with the Initial Allurion Supporting Stockholders, will represent the requisite number of Allurion Shares to approve the Proposed Transactions and termination of certain of Allurion’s related party contracts and accounts. The Company has a termination right if such support is not received within one month of the execution of the Business Combination Agreement. Allurion stockholders who execute joinders to the Allurion Support Agreement after the date of the Allurion Support Agreement will have their shares of Pubco Common Stock registered on a resale registration statement on Form S-1 (the “Resale Registration Statement”).

A copy of the Allurion Support Agreement is filed with this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by reference, and the foregoing description of the Allurion Support Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference thereto.

Non-Redemption Agreement

On February 9, 2023, in connection with the execution of the Business Combination Agreement, the Company entered into a Non-Redemption Agreement (the “Non-Redemption Agreement”) with Pubco, Allurion and Medtronic, Inc. (the “Medtronic”).

Pursuant to the Non-Redemption Agreement, upon the terms and subject to the conditions set forth therein, Medtronic agreed, for the benefit of the Company, Pubco and Allurion, not to, among other things, (a) redeem 700,000 shares of Class A Common Stock beneficially owned by Medtronic (the “Medtronic Shares”) and (b) sell, encumber or otherwise transfer the Medtronic Shares. In connection with these commitments from the Investor, the Company, Pubco and Allurion have agreed that, at the CPUH Merger Effective Time, each Medtronic Share will be canceled and converted into the right to receive 1.420455 shares of Pubco Common Stock.

The obligations of Medtronic pursuant to the Non-Redemption Agreement are subject to Medtronic and Allurion, or their respective designees, entering into a sales agency agreement that is satisfactory to Medtronic, in its sole discretion, so long as such sales agency agreement is substantially consistent with the memorandum of understanding previously entered into between Medtronic and Allurion.

None of the Company, Pubco, Allurion or Medtronic, either by the terms of the Non-Redemption Agreement or at any time in the future, are to be considered a “group” within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Company, Pubco and Allurion may enter into additional arrangements similar to the Non-Redemption Agreement described above.

A copy of the Non-Redemption Agreement is filed with this Current Report on Form 8-K as Exhibit 10.3 and is incorporated herein by reference, and the foregoing description of the Non-Redemption Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference thereto.

Investor Rights Agreement

InAs previously disclosed, in connection with the ~~Closing~~transactions contemplated by the Business Combination Agreement, Pubco, the Sponsor, certain stockholders of Allurion and certain other parties will enter into an Investor Rights and Lock-up Agreement (the “Investor Rights Agreement”). upon the consummation of the transactions contemplated by the Business Combination Agreement. Pursuant to the Investor Rights Agreement, upon the terms and subject to the conditions set forth therein, each signatory thereto (other than Pubco) will be granted certain registration rights with respect to their respective shares of Pubco Common Stock, and certain signatories thereto will be subject to certain transfer restrictions with respect to their shares of Pubco Common Stock. Pursuant to the BCA Amendment, on May 2, 2023, the form of Investor Rights Agreement was revised to provide that, among other things, the transfer restrictions contained therein shall not apply to the Backstop Shares or the shares of Pubco Common Stock anticipated to be issued to each of HVL, RTW, Fortress and the other holders of Bridge Notes.

~~The Investor~~A ~~Rights~~copy ~~Agreement~~of ~~will also restrict~~ the ~~ability of certain parties thereto to transfer all or a portion of their respective~~Investor ~~shares~~Rights ofAgreement ~~Pubco~~is ~~Common~~filed ~~Stock~~with ~~(or~~this ~~any~~Current ~~securities~~Report ~~convertible~~on ~~into~~Form or8-K ~~exercisable~~as orExhibit ~~exchangeable for shares of Pubco Common Stock)~~10.11, ~~subject to~~and ~~certain~~is ~~permitted~~incorporated ~~transfers,~~herein ~~for~~by ~~a period of either 18 months or 12 months following the Closing Date~~reference, asand ~~applicable. The foregoing~~the ~~lock-up~~foregoing ~~restrictions~~description ~~shall not apply to (a) any shares~~ of ~~Pubco~~the ~~Common~~Investor ~~Stock~~Rights ~~purchased~~Agreement ~~pursuant~~and to the ~~Subscription~~transactions ~~Agreements, (b) 100~~contemplated ~~shares~~thereby ofdoes ~~Pubco~~not ~~Common~~purport ~~Stock held by each stockholder party thereto, (c) shares issued~~ to ~~the~~be ~~Sponsor~~complete ~~in the Sponsor Loan Equity Issuance~~ and ~~(d)~~is ~~certain~~qualified ~~incremental~~in ~~shares~~its ofentirety ~~PIPE~~by ~~investors~~reference ~~who are Allurion stockholders or holders of Allurion Convertible Notes~~thereto.

9Each of the Termination Agreements, the Prepayment Consent, the Backstop Agreement, the Amended and Restated RTW Side Letter, the Fortress Side Letter, the Contribution Agreements, the RSU Forfeiture Agreement, the BCA Amendment and the form of Investor Rights Agreement (collectively, the “Ancillary Documents”) contains representations, warranties or covenants that the respective parties made to each other as of the date of the Ancillary Documents or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Ancillary Documents. The Ancillary Documents are being filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties to the Ancillary Documents. In particular, the representations, warranties, covenants and agreements contained in the Ancillary Documents, which were made only for purposes of the Ancillary Documents and as of specific dates, were solely for the benefit of the parties to the Ancillary Documents, may be subject to limitations agreed upon by the contracting parties and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors, security holders and reports and documents filed with the SEC. Investors and security holders are not third-party beneficiaries under the Ancillary Documents and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Ancillary Documents. In addition, the representations, warranties, covenants and agreements and other terms of the Ancillary Documents may be subject to subsequent waiver or modification.

~~Additionally, pursuant~~Item to3.02 ~~the~~Unregistered ~~Investor~~Sales ~~Rights Agreement, upon the terms and subject to the conditions set forth therein, following the Closing, the board~~ of ~~directors~~Equity of the Surviving Corporation shall consist of seven (7) directors, a majority of which shall be “independent” directors for purposes of NYSE rules, and the following persons will have the following nominations rights with respect to the Surviving Corporation’s board of directors, subject to the limitations set forth in the Investor Rights Agreement: (i) one (1) director and one (1) Independent Director will be nominated by Shantanu Gaur; (ii) one (1) director and one (1) Independent Director will be nominated by Remus Capital; (iii) one (1) director will be nominated by the Sponsor; and (iv) two (2) Independent Directors will be nominated by Allurion (one of which shall be designated by RTW (as described below))Securities.

~~A copy~~The ofdisclosure ~~the~~set ~~Investor~~forth ~~Rights~~above ~~Agreement~~in isItem ~~filed~~1.01 ~~with~~of this Current Report on Form 8-K aswith ~~Exhibit~~respect ~~10.4~~to ~~and~~the isTermination ~~incorporated~~Agreements, ~~herein~~the byBackstop ~~reference~~Agreement, ~~and~~ the ~~foregoing~~Amended ~~description~~and ofRestated RTW Side Letter, the ~~Investor~~Fortress ~~Rights~~Side ~~Agreement~~Letter and the ~~transactions~~BCA ~~contemplated~~Amendment ~~thereby~~is ~~does~~incorporated ~~not~~by ~~purport~~reference herein. The shares of Pubco Common Stock issuable pursuant to such agreements will not be ~~complete~~ registered under the Securities Act, and iswill ~~qualified~~be issued in ~~its~~reliance ~~entirety~~on the exemption from registration provided by ~~reference~~Section ~~thereto~~4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, as applicable.

~~PIPE Subscription Agreements~~6

OnImportant ~~February~~Information 9,About ~~2023, in connection with~~ the ~~execution~~Proposed ofTransactions ~~the Business Combination Agreement, the Company~~ and ~~Pubco~~Where ~~entered into subscription agreements with certain investors (the “Subscription Agreements” and such investors, the “Investors”), pursuant~~ to ~~which,~~Find upon the terms and subject to the conditions set forth therein, the Investors, among other things, have subscribed to purchase an aggregate of 5,386,695 shares of Pubco Common Stock (collectively, the “Subscriptions”) for a purchase price of $7.04 per share (other than as described in the RTW Side Letter below), for an aggregate purchase price of $37,922,363, which shares are to be issued immediately prior to the Intermediate Merger Effective Time (the “PIPE Financing”). The Company and Pubco may also enter into additional Subscription Agreements following the execution of the Business Combination Agreement. The obligations of each party to consummate the Subscriptions are conditioned upon, among other things, customary closing conditions and the consummation of the Proposed Transactions.It

~~Omar~~This Current Report on Form 8-K relates to ~~Ishrak~~a proposed business combination between the Company, ~~chairman~~Allurion and Pubco. Pubco intends to file the Registration Statement on Form S-4 with the SEC, which will include a document that serves as a proxy statement and prospectus of the ~~board~~Company and Pubco and a full description of ~~directors~~the terms of the Business Combination Agreement and the Ancillary Documents (as defined in the Business Combination Agreement) (the “Proposed Transactions”). The proxy statement/prospectus will be mailed to the Company’s stockholders as of a record date to be established for voting at the Special Meeting. The Company and Pubco may also file other documents regarding the Proposed Transactions with the SEC. This Current Report on Form 8-K does not contain all of the information that should be considered concerning the Proposed Transactions, ~~has~~including ~~entered~~the ~~into~~risk afactors ~~Subscription~~and ~~Agreement~~other disclosures set forth in the Company’s filings with anthe ~~aggregate~~SEC, ~~purchase~~and ~~price~~is not intended to form the basis of any investment decision or any other decision in respect of $5the Proposed Transactions. The Company’s stockholders and other interested persons are advised to read,~~000~~ when available,~~000~~ the Registration Statement on Form S-4, including the proxy statement/prospectus and any amendments thereto, and all other relevant documents filed or that will be filed with the SEC in connection with the Proposed Transactions, as these materials will contain important information about Allurion, the Company and the Proposed Transactions. The Registration Statement on Form S-4, including the proxy statement/prospectus, and other documents that are filed with the SEC, once available may be obtained without charge at the SEC’s website at www.sec.gov, or by directing a written request to Compute Health Acquisition Corp., 1100 North Market Street, 4th Floor, Wilmington, Delaware 19890.

ANEITHER THE SEC NOR ANY ~~copy~~STATE ofSECURITIES ~~the~~REGULATORY ~~forms~~AGENCY ofHAS ~~Subscription~~APPROVED ~~Agreements~~OR ~~are~~DISAPPROVED ~~filed~~THE ~~with~~TRANSACTIONS ~~this~~DESCRIBED ~~Current~~IN ~~Report~~THIS onCURRENT ~~Form~~REPORT ON FORM 8-K, asPASSED ~~Exhibits~~UPON THE ~~10.5~~MERITS ~~and~~OR ~~10.6~~FAIRNESS ~~and~~OF ~~are~~THE ~~incorporated herein~~PROPOSED byTRANSACTIONS ~~reference,~~OR ~~and~~ANY ~~the~~RELATED ~~foregoing~~TRANSACTIONS ~~description~~OR ofPASSED ~~the~~UPON ~~Subscription~~THE ~~Agreements~~ADEQUACY ~~and~~OR ~~the~~ACCURACY ~~transactions~~OF ~~contemplated~~THE ~~thereby~~DISCLOSURE IN ~~does~~THIS ~~not purport~~CURRENT toREPORT beON ~~complete~~FORM ~~and~~8-K. ~~are~~ANY ~~qualified~~REPRESENTATION inTO ~~their~~THE ~~entirety~~CONTRARY byCONSTITUTES ~~reference~~A ~~thereto~~CRIMINAL OFFENSE.

~~RTW~~Participants ~~Side~~in ~~Letter~~the Solicitation

~~On February~~The 9Company, ~~2023~~Allurion, inPubco, ~~connection~~certain ~~with the execution~~ stockholders of the ~~Business~~Company ~~Combination Agreement, the Subscription Agreements~~ and ~~the~~certain ~~Revenue Interest~~of ~~Financing Agreement,~~ the Company’s, ~~Pubco,~~ Allurion’s and ~~Merger~~Pubco’s ~~Sub~~respective ~~II entered into a side letter (the “RTW Side Letter”) with RTW Master Fund~~directors, ~~Ltd.~~executive anofficers ~~exempted~~and ~~company incorporated in the Cayman Islands with limited liability, RTW Innovation Master Fund,~~other ~~Ltd.,~~members anof ~~exempted~~management ~~company incorporated in the Cayman Islands with limited liability,~~ and ~~RTW~~employees ~~Venture Fund Limited~~may, ~~an investment company limited by shares incorporated~~ under ~~the~~SEC ~~laws of Guernsey (collectively~~rules, ~~“RTW”),~~be ~~pursuant~~deemed to ~~which,~~be ~~among~~participants ~~other things,~~in ~~upon~~ the ~~terms~~solicitation ~~and~~of ~~subject~~proxies tofrom the ~~conditions~~stockholders of ~~set forth therein, (a)~~ the Company ~~and Pubco have agreed not to enter into Subscription Agreements~~ with ~~Investors~~respect ~~on more favorable or advantageous terms than those included in the Subscription Agreements~~ to ~~be entered into by and among~~ the ~~Company,~~Proposed ~~Pubco~~Transactions. ~~and~~A ~~RTW,~~list ~~(b) Pubco has agreed to convert up to 50%~~ of the ~~consideration~~names ~~RTW~~of ~~pays~~such topersons ~~Pubco~~and ininformation ~~connection with~~regarding ~~the~~their ~~PIPE Financing by forfeiting Pubco Common Stock into financing provided by RTW to the Company pursuant to an Additional Revenue~~interests ~~Interest Financing Agreement (as defined~~ in the ~~RTW~~proposed ~~Side~~transaction ~~Letter),~~will ~~(c) Pubco has agreed to issue up to an additional 1,000,000 shares of Pubco Common Stock to RTW (the “Additional RTW Shares”), with (i) 250,000 of such Additional RTW Shares to~~ be ~~issued~~contained atin the ~~Closing~~Registration ~~and~~Statement ~~not~~on ~~subject~~Form toS-4 ~~any contingencies~~ and ~~(ii)~~proxy ~~750~~statement/prospectus,~~000~~ ofwhen ~~such Additional RTW Shares to be issued based on~~available. ~~the~~Stockholders, ~~minimum~~potential ~~cash~~investors ofand ~~the~~other ~~Company~~interested aspersons ofshould ~~immediately~~read ~~prior to~~ the ~~Intermediate~~Registration ~~Merger~~Statement ~~Effective Time (to be determined linearly, based~~ on no ~~Additional~~Form ~~RTW~~S-4 ~~Shares being issuable if such minimum cash is equal to or greater than $100 million~~ and ~~750,000~~proxy ~~Additional RTW Shares~~statement/prospectus ~~being~~carefully ~~issuable~~when ifthey ~~such~~become ~~minimum~~available ~~cash is $70 million), (d) Pubco has agreed that RTW shall have the right to designate one Independent Director to the Surviving Corporation’s board of directors~~ and ~~(e)~~before ~~Pubco~~making ~~has~~any ~~agreed~~voting ~~to create the board position of lead independent director, who shall serve as chair~~ or ~~co-chair~~investment ofdecisions. ~~the~~Free ~~Surviving~~copies ~~Corporation’s board~~ of ~~directors,~~these ~~and~~documents ~~who~~may ~~will initially~~ be ~~Omar~~obtained ~~Ishrak.~~from ~~As a result of~~ the ~~issuance~~sources byindicated ~~Pubco of the Additional RTW Shares~~above, ~~the~~when ~~effective share price of Pubco Common Stock offered to RTW could range from $6~~available.~~30 per share to $4.79 per share.~~

107

ACautionary ~~copy~~Statement ofRegarding ~~the RTW Side Letter is filed with this Current Report on Form 8~~Forward-KLooking as Exhibit 10.7 and is incorporated herein by reference, and the foregoing description of the RTW Side Letter and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference thereto.Statements

~~Revenue~~This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the federal U.S. securities laws with respect to the Company, Allurion and the Proposed Transactions between them, the benefits of the proposed transaction, the amount of cash the proposed transaction will provide the Company and Allurion, the anticipated timing of the proposed transaction, the services and markets of Allurion, the expectations regarding future growth, results of operations, performance, future capital and other expenditures, competitive advantages, business prospects and opportunities, future plans and intentions, results, level of activities, performance, goals or achievements or other future events. These forward-looking statements generally are identified by words such as “anticipate,” “believe,” “expect,” “may,” “could,” “will,” “potential,” “intend,” “estimate,” “should,” “plan,” “predict,” or the negative or other variations of such statements. They reflect the current beliefs and assumptions of the Company’s management and Allurion’s management and are based on the information currently available to the Company’s management and Allurion’s management. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual results or developments to differ materially from those expressed or implied by such forward-looking statements, including but not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the price of the Company’s securities; (ii) the risk that the Proposed Transactions may not be completed by the Company’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by the Company; (iii) the failure to satisfy the conditions to the consummation of the Proposed Transactions, including, but not limited to, the approval of the Business Combination Agreement by the stockholders of the Company and the stockholders of Allurion, the satisfaction of the Net Closing Cash amount and the receipt of certain governmental and regulatory approvals; (iv) changes to the proposed structure of the Proposed Transactions that may be required, or considered appropriate, as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Proposed Transactions; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (vi) the ability to complete the PIPE Financing, the Fortress Financing and the Revenue Interest Financing (each as defined in the Business Combination Agreement); (vii) the Company’s ability to acquire sufficient sources of funding if and when needed; (viii) the effect of the announcement or pendency of the Proposed Transactions on Allurion’s business relationships, operating results and business generally; (ix) risks that the Proposed Transactions disrupt current plans and operations of Allurion; (x) the ability of Pubco, following the consummation of the Proposed Transactions (the “Surviving Corporation”), to implement business plans, forecasts and other expectations after the completion of the Proposed Transactions, and identify and realize additional opportunities; (xi) significant risks, assumptions, estimates and uncertainties related to the projected financial information with respect to Allurion; (xii) the outcome of any legal proceedings that may be instituted against Allurion, Pubco or the Company following the announcement of the Business Combination Agreement or the Proposed Transactions; (xiii) Allurion’s ability to commercialize current and future products and services and create sufficient demand among health care providers and patients; (xiv) Allurion’s ability to successfully complete current and future preclinical studies and clinical trials of the Allurion Gastric Balloon and any other future product candidates; (xv) Allurion’s ability to obtain market acceptance of the Allurion Gastric Balloon as safe and effective; (xvi) Allurion’s ability to cost-effectively sell existing and future products through existing distribution arrangements with distributors and/or successfully adopt a direct sales force as part of a hybrid sales model that includes both distributors and a direct sales effort; (xvii) Allurion’s ability to obtain regulatory approval or clearance in the U.S. and certain non-U.S. jurisdictions for current and future products and maintain previously obtained approvals and/or clearances in those jurisdictions where Allurion’s products and services are currently offered; (xviii) Allurion’s ability to accurately forecast customer demand and manufacture sufficient quantities of product that patients and health care providers request; (xix) Allurion’s ability to successfully compete in the highly competitive and rapidly changing regulated industries in which Allurion operates, and effectively address changes in such industries, including changes in competitors’ products and services and changes in the laws and regulations that affect Allurion; (xx) Allurion’s ability to successfully manage future growth and any future international expansion of Allurion’s business and navigate the risks associated with doing business internationally; (xxi) Allurion’s ability to obtain and maintain intellectual property protection for its products and technologies and acquire or license intellectual property from third parties; (xxii) the ability of Allurion to retain key executives; (xxiii) the ability to obtain and maintain the listing of the Company’s or the Surviving Corporation’s securities on a national securities exchange; (xxiv) Allurion’s ability to properly train physicians in the use of the Allurion Gastric Balloon and other services it offers in its practices; (xxv) the risk of downturns in the market and Allurion’s industry including, but not limited to, as a result of the COVID-19 pandemic; (xxvi) fees, costs and expenses related to the Proposed Transactions; (xxvii) the risk that the collaboration agreement with Medtronic, Inc. will not be signed and that the parties will not achieve the expected benefits, incremental revenue and opportunities from such arrangement; (xxviii) the failure to realize anticipated benefits of the Proposed Transactions or to realize estimated pro forma results and underlying assumptions, including with respect to estimated redemptions by the Company’s public stockholders; and (xxix) sanctions against Russia, reductions in consumer confidence, heightened inflation, production disruptions in Europe, cyber disruptions or attacks, higher natural gas costs, higher manufacturing costs and higher supply chain costs. The foregoing list of factors is not exclusive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s Form S-1 (File No. 333-252245) and Annual Report on Form 10-K for the year ended December 31, 2022 and the Registration Statement on Form S-4 and proxy statement/prospectus, when available, and other documents filed by the Company and Pubco from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date on which they are made, and none of Allurion, Pubco or the Company assume any obligation to update or revise any forward-looking statements or other information contained herein, whether as a result of new information, future events or otherwise. You are cautioned not to put undue reliance on these forward-looking statements. None of the Company, Allurion or Pubco gives any assurance that the Company, Allurion or Pubco will achieve its expectations.

On February 9, 2023, in connection with the execution of the Business Combination Agreement, Allurion and RTW entered into an agreement, pursuant to which, among other things, upon the terms and subject to the conditions set forth therein, RTW agreed to provide financing to Allurion at the Closing in the initial amount of $40 million in exchange for a revenue interest in Allurion’s current and future products and digital solutions (the “Revenue Interest Financing Agreement” and such financing, the “Revenue Interest Financing”).8

AItem ~~copy of the Revenue Interest Financing Agreement is filed with this Current Report on Form 8-K as Exhibit 10~~9.801 ~~and~~Financial isStatements ~~incorporated herein by reference,~~ and ~~the foregoing description of the Revenue Interest Financing Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference thereto~~Exhibits.

~~Bridging Agreement~~(d) Exhibits.

On February 9, 2023, in connection with the execution of the Business Combination Agreement, Allurion and Fortress Credit Corp. (or one of its affiliates) (“Fortress”) entered into a Bridging Agreement (the “Bridging Agreement”), pursuant to which, among other things, upon the terms and subject to the conditions set forth therein, Fortress agreed to execute a Credit and Guaranty Agreement on the Closing Date pursuant to which Fortress will provide Allurion with a term loan in an amount of up to $60 million in order to refinance Allurion’s indebtedness under the Runway Loan (the “Fortress Financing”) substantially concurrently with the consummation of the Mergers.

Exhibit No.		Description
2.1^†		Amendment No. 1 to the Business Combination Agreement, dated as of May 2, 2023, by and among Compute Health Acquisition Corp., Compute Health Corp., Compute Health LLC, Allurion Technologies Holdings, Inc. and Allurion Technologies, Inc.
10.1^††		Side Letter Termination Agreement, dated as of May 2, 2023, by and among Allurion Technologies, Inc., Romulus Growth Allurion L.P. and Hunter Ventures Limited.
10.2^††		Side Letter Termination Agreement, dated as of May 2, 2023, by and among Allurion Technologies, Inc., RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd. and RTW Venture Fund Limited.
10.3^††		Side Letter Termination Agreement, dated as of May 2, 2023, by and among Allurion Technologies, Inc. and Jason Gulbinas.
10.4		Written Consent to Convertible Unsecured Promissory Note Prepayment, dated as of May 2, 2023, by and among Allurion Technologies, Inc. and Hunter Ventures Limited
10.5^††		Backstop Agreement, dated as of May 2, 2023, by and among Hunter Ventures Limited, Allurion Technologies Holdings, Inc., Allurion Technologies, Inc., RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd., RTW Venture Fund Limited and Fortress Credit Corp.
10.6^††		Amended and Restated RTW PIPE Side Letter Agreement, dated as of May 2, 2023, by and among Compute Health Acquisition Corp., Allurion Technologies Holdings, Inc., Compute Health LLC, Allurion Technologies, Inc., RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd. and RTW Venture Fund Limited.
10.7		Side Letter Agreement, dated as of May 2, 2023, by and between Allurion Technologies, Inc. and CFIP2 ALLE LLC.
10.8		Contribution Agreement, dated as of May 2, 2023, by and between Shantanu K. Gaur and Neha Gaur, Trustees of THE SHANTANU K. GAUR REVOCABLE TRUST OF 2021, and Allurion Technologies Holdings, Inc.
10.9		Contribution Agreement, dated as of May 2, 2023, by and between Compute Health Sponsor LLC and Allurion Technologies Holdings, Inc.
10.10		RSU Partial Forfeiture and Amendment Agreement, dated as of May 2, 2023, by and between Allurion Technologies, Inc. and Krishna Gupta.
10.11^††		Form of Investor Rights Agreement.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~In connection~~† ~~with~~Certain of the ~~Bridging~~exhibits ~~Agreement,~~and ~~Pubco~~schedules ~~has agreed~~ to ~~issue~~this upexhibit tohave anbeen ~~additional~~omitted ~~1,000,000~~in ~~shares~~accordance ofwith ~~Pubco~~Regulation ~~Common~~S-K ~~Stock~~Item ~~to Fortress~~ 601(~~the “Additional Fortress Shares”~~b)~~, with~~ (i2). ~~250,000~~The ofRegistrant ~~such~~agrees ~~Additional Fortress Shares~~ to befurnish ~~issued~~supplementally ata ~~the Closing~~copy ~~and~~of ~~not~~all ~~subject~~omitted toexhibits ~~any contingencies~~ and ~~(ii)~~schedules ~~750,000 of such Additional Fortress Shares~~ to ~~be issued based on~~ the ~~minimum~~SEC ~~cash of~~upon ~~the~~its Company as of immediately prior to the Intermediate Merger Effective Time (to be determined linearly, based on no Additional Fortress Shares being issuable if such minimum cash is equal to or greater than $100 million and 750,000 Additional Fortress Shares being issuable if such minimum cash is $70 million)request.

~~A copy~~†† Certain of the ~~Bridging~~exhibits ~~Agreement~~and isschedules ~~filed~~to ~~with~~ this ~~Current~~exhibit ~~Report~~have onbeen ~~Form~~omitted 8in accordance with Regulation S-K asItem ~~Exhibit 10~~601(a)(5).9 ~~and~~The isRegistrant ~~incorporated~~agrees ~~herein~~to byfurnish ~~reference, and~~supplementally ~~the~~a ~~foregoing~~copy ~~description~~ of ~~the~~all ~~Bridging~~omitted ~~Agreement~~exhibits and ~~the~~schedules ~~transactions contemplated thereby does not purport~~ to bethe ~~complete~~SEC ~~and is~~upon ~~qualified in~~ its ~~entirety by reference thereto~~request.

Each of the Sponsor Support Agreement, the Allurion Support Agreement, the forms of Subscription Agreements, the Non-Redemption Agreement, the Investor Rights Agreement, the RTW Side Letter, the Revenue Interest Financing Agreement and the Bridging Agreement (collectively, the “Ancillary Documents”) contains representations, warranties or covenants that the respective parties made to each other as of the date of the Ancillary Documents or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Ancillary Documents. The Ancillary Documents are being filed to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties to the Ancillary Documents. In particular, the representations, warranties, covenants and agreements contained in the Ancillary Documents, which were made only for purposes of the Ancillary Documents and as of specific dates, were solely for the benefit of the parties to the Ancillary Documents, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Ancillary Documents instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors, security holders and reports and documents filed with the SEC. Investors and security holders are not third-party beneficiaries under the Ancillary Documents and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Ancillary Documents. In addition, the representations, warranties, covenants and agreements and other terms of the Ancillary Documents may be subject to subsequent waiver or modification.9

11SIGNATURE

~~Loan~~Pursuant ~~Note~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~On February~~Compute 9,Health ~~2023,~~Acquisition ~~the~~Corp. ~~Company~~By: entered into a Loan Note Instrument (the “Loan Note”) with the Sponsor, pursuant to which the Sponsor, in its sole and absolute discretion, may loan to the Company up to $4,750,000 for (i) costs reasonably related to the Company’/s/ ~~consummation~~Joshua ofFink anName: ~~initial~~Joshua ~~business~~Fink ~~combination~~Title: ~~and~~Co-Chief ~~(ii)~~Executive deposits into the trust account of the Company in connection with the extension of the deadline for the Company to consummate its initial business combination from February 9, 2023 to August 9, 2023. The Loan Note does not bear any interest.Officer

~~The Loan~~Dated: ~~Note~~May is2, ~~payable on the earliest to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective.~~2023

The Loan Note is subject to customary events of default, including failure by the Company to pay the principal amount due pursuant to the Loan Note within five business days of the maturity date and certain bankruptcy events of the Company.10

A copy of the Loan Note is filed with this Current Report on Form 8-K as Exhibit 10.10 and is incorporated herein by reference, and the foregoing description of the Loan Note and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference thereto.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the Loan Note is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the Sponsor Support Agreement, the Allurion Support Agreement, the Subscription Agreements, the RTW Side Letter, the Bridging Agreement, the issuance of Pubco Common Stock in connection with the transactions contemplated by the Business Combination Agreement, the CPUH Recapitalization, the Subscription Agreements, the RTW Side Letter and the Bridging Agreement is incorporated by reference herein. The (a) shares of Class A Common Stock issuable pursuant to the CPUH Recapitalization and (b) shares of Pubco Common Stock issuable pursuant to (i) the Subscription Agreements, (ii) the RTW Side Letter, (iii) the Bridging Agreement and (iv) to signatories to joinders to the Allurion Support Agreement will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, as applicable.

Item 7.01 Regulation FD Disclosure.

On February 9, 2023, Allurion and the Company issued a joint press release (the “Press Release”) announcing the entry into the Business Combination Agreement. The Press Release is attached to this Current Report as Exhibit 99.1.

Attached as Exhibit 99.2 is the investor presentation, relating to the Proposed Transactions and the PIPE Financing, as described in this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.

Important Information About the Proposed Transactions and Where to Find It

This Current Report on Form 8-K relates to a proposed business combination between the Company, Allurion and Pubco. Pubco intends to file the S-4 Registration Statement with the SEC, which will include a document that serves as a proxy statement and prospectus of the Company and Pubco and a full description of the terms of the Proposed Transactions. The proxy statement/prospectus will be mailed to the Company’s stockholders as of a record date to be established for voting at the Company’s stockholders’ meeting relating to the Proposed Transactions. The Company and Pubco may also file other documents regarding the Proposed Transactions with the SEC. This Current Report on Form 8-K does not contain all of the information that should be considered concerning the Proposed Transaction and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Transactions. The Company’s stockholders and other interested persons are advised to read, when available, the S-4 Registration Statement, including the proxy statement/prospectus and any amendments thereto, and all other relevant documents filed or that will be filed with the SEC in connection with the Proposed Transactions, as these materials will contain important information about Allurion, the Company and the Proposed Transactions. The S-4 Registration Statement, including the proxy statement/prospectus, and other documents that are filed with the SEC, once available may be obtained without charge at the SEC’s website at www.sec.gov, or by directing a written request to Compute Health Acquisition Corp., 1100 North Market Street, 4th Floor, Wilmington, Delaware 19890.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS CURRENT REPORT ON FORM 8-K, PASSED UPON THE MERITS OR FAIRNESS OF THE PROPOSED TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CURRENT REPORT ON FORM 8-K. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Participants in the Solicitation

The Company, Allurion, Pubco, certain stockholders of the Company and certain of the Company’s, Allurion’s and Pubco’s respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from the stockholders of the Company with respect to the Proposed Transactions. A list of the names of such persons and information regarding their interests in the proposed transaction will be contained in the S-4 Registration Statement and proxy statement/prospectus, when available. Stockholders, potential investors and other interested persons should read the S-4 Registration Statement and proxy statement/prospectus carefully when they become available and before making any voting or investment decisions. Free copies of these documents may be obtained from the sources indicated above, when available.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the federal U.S. securities laws with respect to the Company, Allurion and the Proposed Transactions between them, the benefits of the proposed transaction, the amount of cash the proposed transaction will provide the Company and Allurion, the anticipated timing of the proposed transaction, the services and markets of Allurion, the expectations regarding future growth, results of operations, performance, future capital and other expenditures, competitive advantages, business prospects and opportunities, future plans and intentions, results, level of activities, performance, goals or achievements or other future events. These forward-looking statements generally are identified by words such as “anticipate,” “believe,” “expect,” “may,” “could,” “will,” “potential,” “intend,” “estimate,” “should,” “plan,” “predict,” or the negative or other variations of such statements. They reflect the current beliefs and assumptions of the Company’s management and Allurion’s management and are based on the information currently available to the Company’s management and Allurion’s management. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual results or developments to differ materially from those expressed or implied by such forward-looking statements, including but not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the price of the Company’s securities; (ii) the risk that the Proposed Transactions may not be completed by the Company’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by the Company; (iii) the failure to satisfy the conditions to the consummation of the Proposed Transactions, including, but not limited to, the approval of the Business Combination Agreement by the stockholders of the Company and the stockholders of Allurion, the satisfaction of the minimum cash amount and the receipt of certain governmental and regulatory approvals; (iv) changes to the proposed structure of the Proposed Transaction that may be required, or considered appropriate, as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Proposed Transactions; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (vi) the ability to complete the PIPE Financing, the Fortress Financing and the Revenue Interest Financing in connection with the Proposed Transactions; (vii) the Company’s ability to acquire sufficient sources of funding if and when needed; (viii) the effect of the announcement or pendency of the Proposed Transactions on Allurion’s business relationships, operating results and business generally; (ix) risks that the Proposed Transactions disrupt current plans and operations of Allurion; (x) the ability of the Surviving Corporation to implement business plans, forecasts and other expectations after the completion of the Proposed Transactions, and identify and realize additional opportunities; (xi) significant risks, assumptions, estimates and uncertainties related to the projected financial information with respect to Allurion; (xii) the outcome of any legal proceedings that may be instituted against Allurion, Pubco or the Company following the announcement of the Business Combination Agreement or the Proposed Transactions; (xiii) Allurion’s ability to commercialize current and future products and services and create sufficient demand among health care providers and patients; (xiv) Allurion’s ability to successfully complete current and future preclinical studies and clinical trials of the Allurion Gastric Balloon and any other future product candidates; (xv) Allurion’s ability to obtain market acceptance of the Allurion Gastric Balloon as safe and effective; (xvi) Allurion’s ability to cost-effectively sell existing and future products through existing distribution arrangements with distributors and/or successfully adopt a direct sales force as part of a hybrid sales model that includes both distributors and a direct sales effort; (xvii) Allurion’s ability to obtain regulatory approval or clearance in the U.S. and certain non-U.S. jurisdictions for current and future products and maintain previously obtained approvals and/or clearances in those jurisdictions where Allurion’s products and services are currently offered; (xviii) Allurion’s ability to accurately forecast customer demand and manufacture sufficient quantities of product that patients and health care providers request; (xix) Allurion’s ability to successfully compete in the highly competitive and rapidly changing regulated industries in which Allurion operates, and effectively address changes in such industries, including changes in competitors’ products and services and changes in the laws and regulations that affect Allurion; (xx) Allurion’s ability to successfully manage future growth and any future international expansion of Allurion’s business and navigate the risks associated with doing business internationally; (xxi) Allurion’s ability to obtain and maintain intellectual property protection for its products and technologies and acquire or license intellectual property from third parties; (xxii) the ability of Allurion to retain key executives; (xxiii) the ability to obtain and maintain the listing of the Company’s or the Surviving Corporation’s securities on a national securities exchange; (xxiv) Allurion’s ability to properly train physicians in the use of the Allurion Gastric Balloon and other services it offers in its practices; (xxv) the risk of downturns in the market and Allurion’s industry including, but not limited to, as a result of the COVID-19 pandemic; (xxvi) fees, costs and expenses related to the Proposed Transactions; (xxvii) the risk that the collaboration agreement with the Investor will not be signed and that the parties will not achieve the expected benefits, incremental revenue and opportunities from such arrangement; (xxviii) the failure to realize anticipated benefits of the Proposed Transactions or to realize estimated pro forma results and underlying assumptions, including with respect to estimated redemptions by the Company’s public stockholders; and (xxix) sanctions against Russia, reductions in consumer confidence, heightened inflation, production disruptions in Europe, cyber disruptions or attacks, higher natural gas costs, higher manufacturing costs and higher supply chain costs. The foregoing list of factors is not exclusive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s Form S-1 (File No. 333-252245) and Annual Report on Form 10-K for the year ended December 31, 2021 and the S-4 Registration Statement and proxy statement/prospectus, when available, and other documents filed by the Company and Pubco from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date on which they are made, and none of Allurion, Pubco or the Company assume any obligation to update or revise any forward-looking statements or other information contained herein, whether as a result of new information, future events or otherwise. You are cautioned not to put undue reliance on these forward-looking statements. None of the Company, Allurion or Pubco gives any assurance that the Company, Allurion or Pubco will achieve its expectations.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1†		Business Combination Agreement, dated as of February 9, 2023, by and among Compute Health Acquisition Corp., Compute Health Corp., Compute Health LLC, Allurion Technologies Holdings, Inc. and Allurion Technologies, Inc.
10.1		Sponsor Support Agreement, dated as of February 9, 2023, by and among Compute Health Acquisition Corp., Compute Health Sponsor LLC, Allurion Technologies Holdings, Inc., Allurion Technologies, Inc. and the independent directors of the Compute Health Acquisition Corp.
10.2		Stockholder Support Agreement, dated as of February 9, 2023, by and among Compute Health Acquisition Corp., Allurion Technologies Holdings, Inc., Allurion Technologies, Inc. and certain stockholders of Allurion Technologies, Inc.
10.3		Non-Redemption Agreement, dated as of February 9, 2023, by and among Compute Health Acquisition Corp., Allurion Technologies, Inc., Pubco and Medtronic, Inc.
10.4††		Form of Investor Rights Agreement.
10.5††		Form of PIPE Subscription Agreement.
10.6††		Form of PIPE Subscription Agreement.
10.7††		RTW Side Letter, dated as of February 9, 2023, by and among Compute Health Acquisition Corp., Allurion Technologies Holdings, Inc., Allurion Technologies, Inc., Compute Health LLC, RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd. and RTW Venture Fund Limited.
10.8††		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.
10.9††		Bridging Agreement, dated as of February 9, 2023, by and among Allurion Technologies, Inc. and Fortress Credit Corp.
10.10		Loan Note Instrument, dated as of February 9, 2023, by and between Compute Health Acquisition Corp. and Compute Health Sponsor LLC.
99.1		Joint Press Release, dated February 9, 2023
99.2		Investor Presentation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

†† Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Compute Health Acquisition Corp. By: /s/ Joshua Fink Name: Joshua Fink Title: Co-Chief Executive Officer

Dated: February 9, 2023

Filing Compare · Compute Health Acquisition Corp.