Item 5.03 Amendments 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 5.07 Submission 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 9.01 Financial 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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