8-K 1 ea139395-8k_compute.htm CURRENT REPORT




Washington, D.C. 20549








Date of Report (Date of earliest event reported): April 6, 2021



(Exact name of registrant as specified in its charter)


Delaware   001-40001   85-3449307
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)


1105 North Market Street    
Suite 1300    
Wilmington, DE   19801
(Address of principal executive offices)   (Zip Code)


(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 and one-quarter of one redeemable warrant   CPUH.U   The New York Stock Exchange
Class A common stock, par value $0.0001 per share   CPUH   The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50   CPUH WS   The New York Stock Exchange


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


Emerging growth company þ


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.


On April 6, 2021, Compute Health Acquisition Corp. (“Compute Health”) entered into a Loan Note Instrument (the “Loan Note”) with Compute Health Sponsor LLC (“Payee”), pursuant to which, Payee, in its sole and absolute discretion, may loan to Compute Health up to $1,500,000 for costs reasonably related to Compute Health’s consummation of an initial business combination. The Loan Note does not bear any interest.


The Loan Note is payable on the earliest to occur of (i) the date on which Compute Health consummates its initial business combination and (ii) the date that the winding up of Compute Health is effective.


The Loan Note is subject to customary events if default, including failure by Compute Health to pay the principal amount due pursuant to the Loan Note within five business days of the Maturity Date and certain bankruptcy events of Compute Health.  


At Payee’s option, at any time prior to payment in full of the principal balance of the Loan Note, Payee may elect to convert all or any portion of the unpaid principal balance of the Loan Note into that number of warrants, each whole warrant exercisable for one ordinary share of Compute Health (the “Conversion Warrants”), equal to: (x) the portion of the principal amount of the Loan Note being converted, divided by (y) $1.50, rounded up to the nearest whole number of warrants. The Conversion Warrants shall be identical to the warrants issued by Compute Health to the Payee in a private placement upon consummation of the Compute Health’s initial public offering. The Conversion Warrants are subject to customary registration rights granted by Compute Health to the Payee pursuant to the Loan Note.


A copy of the Loan Note is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the foregoing description thereof is qualified in its entirety by reference to the full text of the Loan Note.


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 are incorporated by reference into this Item 2.03.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


Exhibit No.   Description
10.1   Loan Note







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.


  By: /s/ Joshua Fink
    Name: Joshua Fink
    Title: Co-Chief Executive Officer
Dated: April 12, 2021