UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 27, 2021
CA Healthcare Acquisition Corp.
(Exact name of registrant
as specified in its charter)
Delaware
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001-39947
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85-3469820
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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99 Summer Street Suite 200
Boston, MA 02110
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (617) 314-3901
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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x
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Units, each consisting of one share of Class A Common Stock and one-half of one Warrant
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CAHU
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The Nasdaq Stock Market LLC
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Class A Common Stock, par value $0.0001 per share
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CAH
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The Nasdaq Stock Market LLC
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Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
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CAHW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Merger Agreement
As previously disclosed, on
April 6, 2021, CA Healthcare Acquisition Corp., a Delaware corporation (“CAH”), LumiraDx Limited, an exempted company
with limited liability incorporated under the laws of the Cayman Islands (“LumiraDx”) and LumiraDx Merger Sub, Inc.,
a newly formed Delaware corporation and wholly owned subsidiary of LumiraDx (“Merger Sub”) entered into an Agreement
and Plan of Merger (the “Original Merger Agreement”) that, among other things, provides for Merger Sub to be merged
with and into CAH with CAH being the surviving corporation in the merger and a wholly-owned subsidiary of LumiraDx.
On August 19, 2021, CAH, LumiraDx
and Merger Sub entered into an Amendment to the Original Merger Agreement (the “First Merger Agreement Amendment”),
which decreased the aggregate valuation of LumiraDx from $5.0 billion to $3.0 billion (excluding $115 million raised by CAH in its initial
public offering).
On August 27, 2021, CAH, LumiraDx,
and Merger Sub entered into a Second Amendment to the Original Merger Agreement (the “Second Merger Agreement Amendment”
and together with the First Merger Agreement Amendment and the Original Merger Agreement, the “Merger Agreement”),
which updated the conversion factor to reflect the change in valuation pursuant to the First Merger Agreement Amendment.
The Second Merger Agreement
Amendment is filed as Exhibit 2.1 to this Current Report on Form 8-K and the foregoing description is qualified in its entirety by reference
to the full text of the Second Merger Agreement Amendment.
Additional information
In
connection with the proposed business combination, LumiraDx has filed with the Securities and Exchange Commission (“SEC”)
a registration Statement on Form F-4 in connection with the proposed business combination (the “Registration Statement”)
containing a preliminary proxy statement of CAH and a preliminary prospectus of LumiraDx, and after the Registration Statement is declared
effective, CAH will mail a definitive proxy statement/prospectus relating to the proposed business combination to its shareholders. This
Current Report on Form 8-K does not contain all the information that should be considered concerning the proposed business combination
and is not intended to form the basis of any investment decision or any other decision in respect of the business combination. CAH’s
shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments
thereto and the definitive proxy statement/prospectus and other documents filed in connection with the proposed business combination,
as these materials will contain important information about LumiraDx, CAH and the proposed business combination. When available, the
definitive proxy statement/prospectus and other relevant materials for the proposed business combination will be mailed to shareholders
of CAH as of a record date to be established for voting on the proposed business combination. Such shareholders will also be able to
obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with
the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to CA Healthcare Acquisition
Corp., 99 Summer Street, Suite 200 Boston, MA 02110.
Participants in Solicitation
CAH and its directors and
executive officers may be deemed participants in the solicitation of proxies from CAH’s shareholders with respect to the proposed
business combination. A list of the names of those directors and executive officers and a description of their interests in CAH is contained
in the Registration Statement. Additional information regarding the interests of such participants will be contained in the proxy statement/prospectus
for the proposed business combination when available.
LumiraDx and its directors
and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of CAH in connection
with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests
in the proposed business combination is contained in the Registration Statement. Additional information regarding the interests of such
participants will be contained in the proxy statement/prospectus for the proposed business combination when available.
Forward-Looking Statements
Certain
statements in this Current Report on Form 8-K may be considered “forward-looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate
to future events or CAH’s or LumiraDx’s future financial or operating performance. For example, projections of future sales
and other metrics are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,”
“should,” “expect,” “intend,” “will,” “estimate,” “anticipate,”
“believe,” “predict” or the negatives of these terms or variations of them or similar terminology. Such forward-looking
statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed
or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered
reasonable by CAH and its management, and LumiraDx and its management, as the case may be, are inherently uncertain factors that may cause
actual results to differ materially from current expectations, which include, but are not limited to: 1) the occurrence of any event,
change or other circumstances that could give rise to the termination of the Merger Agreement; 2) the outcome of any legal proceedings
that may be instituted against CAH, the enlarged LumiraDx group or others following the announcement of the business combination and any
definitive agreements with respect thereto; 3) the inability to complete the business combination due to the failure to obtain approval
of the shareholders of CAH or to satisfy other conditions to closing; 4) changes to the proposed structure of the business combination
that may be required or appropriate as a result of applicable laws or regulations; 5) the ability to meet the Nasdaq’s listing standards
following the consummation of the business combination; 6) the risk that the business combination disrupts current plans and operations
of LumiraDx as a result of the announcement and consummation of the business combination; 7) the ability to recognize the anticipated
benefits of the business combination, which may be affected by, among other things, competition, the ability of the enlarged LumiraDx
group to grow and manage growth profitably, maintain relationships with customers, manufacturers and suppliers and retain its management
and key employees; 8) costs related to the business combination; 9) changes in applicable laws or regulations; 10) the possibility that
LumiraDx or the enlarged LumiraDx group may be adversely affected by other economic, business and/or competitive factors; 11) LumiraDx’s
estimates of its financial performance; and 12) other risks and uncertainties set forth in the section entitled “Risk Factors”
and “Cautionary Note Regarding Forward-Looking Statements” in CAH’s Registration Statement on form S-1 filed with the
SEC on January 8, 2021 and the proxy statement/prospectus discussed above. Nothing in this Current Report on Form 8-K should be regarded
as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated
results of such forward looking statements will be achieved. You should not place undue reliance on forward-looking statements, which
speak only as of the date they are made. Neither CAH nor LumiraDx undertakes any duty to update these forward-looking statements, except
as otherwise required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are
being filed herewith:
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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CA Healthcare Acquisition Corp.
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By:
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/s/ Larry J. Neiterman
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Name:
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Larry J. Neiterman
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Title:
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Chief Executive Officer
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Dated: August 30, 2021
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Exhibit 2.1
SECOND AMENDMENT
TO THE AGREEMENT AND PLAN OF MERGER
SECOND AMENDMENT, dated as
of August 27, 2021 (this “Amendment”), to the Agreement and Plan of Merger, dated as of April 6, 2021 (the “Agreement”),
by and among (i) LumiraDx Limited, a Cayman Islands exempted company limited by shares with company number 314391 (the “Company”),
(ii) LumiraDx Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”),
and (iii) CA Healthcare Acquisition Corp., a Delaware corporation (“CAH”), as amended by that Amendment to the Agreement
and Plan of Merger, dated as of August 19, 2021. The Company, Merger Sub, and CAH are referred to collectively herein as the “Parties”
and individually as a “Party”.
WHEREAS, the Parties wish
to amend the Agreement as set forth herein; and
WHEREAS, pursuant to Section
8.3 of the Agreement, the Agreement may be amended by an instrument in writing signed by each of the Parties thereto.
NOW, THEREFORE, in consideration
of the promises herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby
agree as follows:
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1.
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Definitions. Unless otherwise defined herein or amended hereby, capitalized terms used herein which
are defined in the Agreement shall have the meanings ascribed to them in the Agreement.
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2.
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Exhibit G. Exhibit G to the Agreement is hereby amended and restated in its entirety as attached
hereto as Exhibit G to this Amendment.
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3.
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Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment
Effective Date”).
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4.
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Reference to and Effect on the Agreement.
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a.
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On or after the Amendment Effective Date, each reference in the Agreement to “this Agreement,”
“hereunder,” “hereof,” “herein,” or words of like import referring to the Agreement shall mean and
be a reference to the Agreement as amended by this Amendment.
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b.
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Except as amended hereby, the provisions of the Agreement are and shall remain in full force and effect.
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[Remainder of this page intentionally left blank.
Signature page follows.]
IN WITNESS WHEREOF, the Parties
have duly executed this Amendment effective as of the date first above written.
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COMPANY:
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LUMIRADX
LIMITED
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By:
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/s/ Veronique Ameye
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Name:
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Veronique Ameye
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Title:
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Executive Vice President and General Counsel
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MERGER
SUB:
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LUMIRADX
MERGER SUB, INC.
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By:
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/s/ Veronique Ameye
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Name:
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Veronique Ameye
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Title:
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President
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[Signature Page to the Second Amendment to the
Agreement and Plan of Merger]
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CAH:
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CA
Healthcare Acquisition Corp.
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By:
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/s/
Larry J. Neiterman
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Name:
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Larry
J. Neiterman
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Title:
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Chief
Executive Officer
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[Signature Page to the Second Amendment to the
Agreement and Plan of Merger]
CA Healthcare Acquisition (NASDAQ:CAHC)
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から 8 2024 まで 9 2024
CA Healthcare Acquisition (NASDAQ:CAHC)
過去 株価チャート
から 9 2023 まで 9 2024