Item 1.01 Entry into a Material Definitive Agreement.

On January 13, 2023 (the "Effective Date"), Sonendo, Inc. (the "Company"), entered into Amendment No. 2 (the "Amendment") to its Amended and Restated Credit Agreement and Guaranty, dated August 23, 2021, by and among the Company, the subsidiary guarantors named therein, the lenders party thereto and Perceptive Credit Holdings III, LP (as amended, the "Credit Agreement"). The Amendment amends the Credit Agreement in order to replace the existing One-Month Term LIBOR benchmark interest rate with a One-Month Term SOFR benchmark interest rate (as defined in the Amendment) and make certain other conforming changes.

The preceding summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated herein by reference.

Item 9.01 Fianancial Statements and Exhibits

The following exhibit is furnished as part of this report:



Exhibit No.     Description
10.1              Amendment No. 2 to Amended and Restated Credit Agreement and
                Guaranty
104             Cover Page Interactive Data File (embedded within the Inline XBRL
                document)

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