Item 1.01 Entry into a Material Definitive Agreement.

On July 28, 2022, 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.

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






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