Allurion Technologies, Inc. a company dedicated to ending obesity, and Compute Health Acquisition Corp. today announced updated terms to the warrant agreement that governs the outstanding warrants of Compute Health.

Subject to the approval of the warrant holders of Compute Health, which will be sought at the Warrant Holder Meeting (as defined below), the Warrant Agreement terms will be amended to: (i) provide that, upon the completion of the Business Combination between Compute Health and Allurion Technologies, Inc. (the “Business Combination”), each of the outstanding warrants of Compute Health, which currently entitle the holder thereof to purchase one share of Class A common stock, par value $0.0001 per share, of Compute Health at an exercise price of $11.50 per share (each, a “Compute Health Public Warrant” and, together with the warrants of Compute Health issued in a private placement that closed contemporaneously with its initial public offering (the “Compute Health Private Warrants”), the “Compute Health Warrants”), will become exercisable for 1.420455 shares of Pubco (as defined below) at an exercise price of $8.10 per share; (ii) provide that, upon the completion of the Business Combination, each Compute Health Public Warrant will be exchanged for 0.6125 Pubco Public Warrants; (iii) amend the term of the Compute Health Warrants such that they will expire seven years after the consummation of the Business Combination, or earlier upon redemption or liquidation; (iv) delete section 4.4 of the Warrant Agreement relating to adjustments of the Warrant Price (as defined in the Warrant Agreement) if Compute Health issues additional shares or equity-linked securities for capital raising purposes in connection with the closing of the Business Combination; (v) amend Sections 6.1 and 6.2 of the Warrant Agreement to provide that, subject to the terms of the Warrant Agreement, not less than all of the Compute Health Public Warrants may be redeemed for cash or for shares of common stock after a date that is ninety (90) days after the date on which Compute Health completes the initial Business Combination; and (vi) make certain adjustments to the Reference Value (as defined in the Warrant Agreement), redemption trigger price, and the table summarizing the redemption prices for the Compute Health Public Warrants as a result of the foregoing amendments to the Warrant Agreement.

As previously announced, Compute Health has scheduled a meeting for July 25, 2023 for warrant holders of Compute Health to approve the proposed amendments to the Warrant Agreement (the “Warrant Holder Meeting”).

Following the closing of the Business Combination, Allurion Technologies Holdings, Inc., a wholly-owned subsidiary of Allurion and the surviving corporation following the consummation of the Business Combination (“Pubco”), is expected to be listed on the New York Stock Exchange under the name “Allurion Technologies, Inc.,” with its common stock and public warrants trading under the new ticker symbols “ALUR” and “ALUR WS,” respectively.

Your vote FOR all proposals to be presented at the Warrant Holder Meeting is important, no matter how many or how few Compute Health shares or warrants you own. If you have any questions or need assistance voting, please contact Morrow Sodali, Compute Health’s proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400.

 

Source:businesswire.com

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