Compute Health Acquisition : Certificate of Incorporation/Bylaws - Form 8-K

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

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 2, 2022 (December 2, 2022)

Compute Health Acquisition Corp.

(Exact name of registrant as specified in its charter)

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

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

(212) 829-300
(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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information disclosed in Item 5.07 of this Current Report on Form 8-K under the headings "Proposal 1" and "Proposal 2" are incorporated by reference into this Item 5.03 to the extent required herein.

Item 5.07Submission of Matters to a Vote of Security Holders.

Special Meeting

On December 2, 2022, Compute Health Acquisition Corp. ("CPUH," or, the "Company") held a special meeting (the "Special Meeting"), at which holders of 75,133,758 shares of CPUH common stock, par value $0.0001 per share ("CPUH common stock"), were present in person or by proxy, representing approximately 69.69% of the voting power of the 107,812,500 shares of CPUH common stock issued and outstanding entitled to vote at the Special Meeting at the close of business on November 1, 2022, which was the record date (the "Record Date") for the Special Meeting. Stockholders of record as of the close of business on the Record Date are referred to herein as "Stockholders". In connection with the Extension Proposal (as defined below), stockholders elected to redeem 77,026,806 shares of CPUH common stock, representing approximately 71.45% of the issued and outstanding shares of CPUH common stock and 89.31% of the issued and outstanding shares of CPUH common stock sold in the IPO.

Proposal 1

The Stockholders approved the proposal to amend the Company's Amended and Restated Certificate of Incorporation (the "Charter") to extend the date by which the Corporation must complete an business combination from February 9, 2023 to August 9, 2023 (the "Extension," and such proposal, the "Extension Proposal").

For		Against		Abstain
72,659,665		2,465,178		8,915

The foregoing description of the Extension Proposal does not purport to be complete and is qualified in its entirety by the terms of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation of CPUH (the "Certificate of Amendment"), a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Proposal 2

The Stockholders approved the proposal to amend the Charter to eliminate from the Charter the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets of less than $5,000,001 (the "Redemption Limitation Proposal").

For		Against		Abstain
72,948,919		2,121,789		63,050

The foregoing description of the Redemption Limitation Proposal does not purport to be complete and is qualified in its entirety by the terms of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Proposal 3

The Stockholders approved the proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal and the Redemption Limitation Proposal (the "Adjournment Proposal"), which would only have been presented at the Special Meeting if, based on the tabulated votes, there were not sufficient votes at the time of the Special Meeting to approve the Extension Proposal and the Redemption Limitation Proposal, in which case the Adjournment Proposal will be the only proposal presented at the Special Meeting.

For		Against		Abstain
72,842,309		2,279,287		12,162

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Forward-Looking Statements

This report may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including with respect to the anticipated separate trading of the Company's Class A common stock and redeemable warrants and the pursuit of an initial business combination. All statements other than statements of historical fact included in this report are forward-looking statements. When used in this report, words such as "anticipate," "believe," "estimate," "expect," "intend" and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company's management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company's filings with the Securities and Exchange Commission (the "SEC"). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's registration statement and prospectus relating to the Company's initial public offering and the Company's annual report on Form 10-K filed with the SEC. Copies of such filings are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.
Date: December 2, 2022
	By:	/s/ Joshua Fink
	Name:	Joshua Fink
	Title:	Co-Chief Executive Officer

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