Compute Health Acquisition Corp. (CPUH) Tweaks Warrant Agreement, Adjourns Vote
by Nicholas Alan Clayton on 2023-07-26 at 8:50am

Compute Health (NYSE:CPUH) announced in an 8-K this morning it has adjourned its meeting of warrant holders to vote on previously proposed amendments to the warrant agreement, and it has unveiled a further tweak.

This meeting is set to reconvene at 12 pm ET on July 26 after all parties have had a chance to engage with the new changes.

As previously discussed, Compute Health’s initial amendment would have extended the term of warrants to six years from five and effectively changed the exchange ratio to 0.7102275 for each warrant exchanged. However, that duration has now been extended to seven years in the latest amendment, which adds some additional value.

The new amendment would also eliminate section 4.4 of the original amendment agreement, which was in relation to the Crescent Term, which would have re-struck the exercise price if the term was triggered.

But the first amendment would have also eliminated Section 4.5 – the anti-dilution provision – from the agreement. This may have raised some eyebrows among warrant holders as such protections normally only come into play when some further transaction would shift the capital table in a way that might disadvantage warrant holders.

Under the new amendment, this section will now be replaced by a new Section 4.5. This lays out that, in the case of a merger or internal consolidation, existing warrants will still hold the same rights to purchase or receive the same shares or cash in the same amounts as they would have before such an event.

Should the combined company enter into a transaction in which more than half of the compensation to shareholders is to be offered in stock, then warrant holders would receive the highest amount of stock and/or cash that they would have been entitled to as if they had been shareholders.

If less than 70% of a transaction’s compensation is in the form of stock in an entity traded on a national exchange and the warrant holder exercises its warrants for shares within 30 days, the warrant price will be received equal to the difference between the warrant price and the per share consideration minus the Black-Scholes Warrant Value.

Also, under the original warrant agreement, there was an $18.00 per share redemption trigger price, but this has now been changed to $12.67 in this latest amendment. However, this new trigger is just keeping the everything equal to the original agreement, i.e., an $18.00 trigger with a $10.00 reference value in the original will be similar to a new $12.67 trigger with a $7.04 reference value since both reference values are 55.56.% of their triggers. The combined company may now call all warrants 90 days after the completion of its business combination at a redemption price of $0.01 if the reference value meets or exceeds $12.67.

The company can call its warrants at $0.10 per warrant if the reference value is $7.04 or above and in general sponsor warrants are to be automatically called on the same terms as public warrants if the reference value is below $12.67.

Holders may elect to exercise their warrants on a cashless basis according to the table below under the new amendment.

This caps the per share ratio in exchange at 0.513 shares per warrant with 0.046 as the floor.

Compute will now see if its second amendment provides some clarity and assuages some concerns brought out by the first one.

Recent Posts
by Kristi Marvin on 2025-04-18 at 8:16am

At the SPAC of Dawn As we close out Passover and head into Easter weekend, we’re reminded that even the most hopeless situations, like wandering the desert for 40 years, being dead for three days, or trying to close a DeSPAC with zero redemptions in this market, can eventually turn around. After all, SPACs have...

by Nicholas Alan Clayton on 2025-04-17 at 4:27pm

Globa Terra Acquisition Corporation (NASDAQ:GTERU) has filed for a $152.2 million SPAC to find an agriculture or food-tech target company The new SPAC is overfunded to 100.5% and is set to have both a 3/4 warrant and right to a 1/20 share in each of its units. This vies for the most investor-friendly unit coverage of...

by Nicholas Alan Clayton on 2025-04-17 at 1:26pm

EGH Acquisition Corp. (NASDAQ:EGHAU) has filed for a $150 million SPAC to continue the work of the Tortoise serial SPAC team under a fresh name. The new SPAC is not overfunded and will have one right to a 1/10 share in each of its units. It will have 24 months to initially close a business...

by Nicholas Alan Clayton on 2025-04-17 at 11:22am

Yorkville Acquisition Corp. has filed for a $150 million SPAC to bring the sponsor’s experience in SPAC investing to a search for a technology, media or telecom target. The new SPAC is overfunded to 100.5% with $10.05 per unit in trust initially. Each unit is set to contain a 1/3 share and it will have...

by Nicholas Alan Clayton on 2025-04-17 at 8:21am

At the SPAC of Dawn This week’s trading comes to an end later today as the US exchanges will observe the Good Friday holiday (but the SEC’s EDGAR filing system will not). Dow futures ahead of this session remain in the red although both the S&P 500 and Nasdaq look to make up some losses...

logo

Copyright © 2025 SPACInsider, Inc. All Rights Reserved