Item 1.01 Entry into a Material Definitive Agreement.

Business Combination Agreement

Compute Health Acquisition Corp. (the "Company") is a blank check company incorporated as a Delaware corporation on October 7, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On February 9, 2023, the Company entered into a business combination agreement (the "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").

Pursuant to 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 Merger, Merger Sub I will merge with and into Allurion (the "Intermediate Merger," 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 merger, becoming a wholly-owned subsidiary of the Surviving Corporation and (c) thereafter, 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 in 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 Corporation.

Upon the 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."

The Business Combination Agreement and the transactions contemplated thereby were unanimously approved by the boards of directors of each of the Company, Pubco and Allurion.

In connection with the Proposed Transactions, holders of Class A common stock, $0.0001 par value, of the Company ("Company Class A Common Stock") will have the right to redeem their shares of Company Class A Common Stock. Holders of Company Class A Common Stock that do not elect to redeem their shares of Company Class A Common Stock in connection with the Proposed Transactions will receive, at the CPUH Merger Closing, 1.420455 shares of common stock, par value $0.0001 per share, of Pubco ("Pubco Common Stock" and such exchange ratio, the "CPUH Exchange Ratio") in exchange for each non-redeemed share of Company Class A Common Stock held by such holder.

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.





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Consideration and Structure

The Business Combination Agreement provides that, among other things and upon the terms and subject to the conditions set forth therein, the following transactions will occur:

a) In connection with the CPUH Merger:

i. immediately prior to the CPUH Merger Effective Time, each unit of the Company,


    each consisting of one share of Company Class A Common Stock and one-quarter
    of one warrant of the Company (the "Company Warrants") (each, a "Company
    Unit"), outstanding immediately prior to the CPUH Merger Effective Time will
    be automatically detached and the holder thereof will be deemed to hold one
    share of Company Class A Common Stock and one-quarter of one Company Warrant;

ii. 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 . . .

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.





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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.





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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 . . .

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.




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