Compute Health Acquisition Corp. (CPUH) Tweaks Allurion Deal
by Nicholas Alan Clayton on 2023-05-02 at 11:12am

Compute Health (NYSE:CPUH) announced in an 8-K this morning that it has made a number of amendments to its business combination with Allurion, shifting its financing arrangements.

The bulk of the new financing changes affect the $16.75 million in convertible bridge notes that Allurion issued in February with Hunter Ventures Limited taking on $13 million of these. These were to carry a 7% per annum interest rate and convert to shares upon close at a valuaton of Allurion at about $217.3 million.

Hunter Ventures is now to receive a number of shares at close equal to its original amount plus 300,000 divided by $5. Allurion may also pre-pay plus interest portions of this note commitment on May 2 in the form of $2 million in cash ($1.5 million of which would be a prepayment penalty fee) and up to $6 million more.

Following on those changes, RTW, which had previously agreed to invest in the deal’s $43.9 million PIPE at $7.04 per share and a Fortress affiliate joined a new backstop agreement. These investors are to purchase up to $2 million of Hunter Ventures’ note within one day of the deal’s completion vote.

Under the new terms, the 37,812,000 new shares that are to be issued to Allurion as share compensation will now to be reduced by the product of 1,400,000 and the aggregate backstop amounts divided by $4 million.

If this calculation renders a percentage at or above 100%, then the amount of shares subtracted from Allurion’s consideration will be the larger or the original calculation or 1,500,000 multiplied by the net closing cash percentage.

The rest of the bridge is then to be transformed into a new convertible unsecured promissory note and held in escrow until the closing of the backstop. In exchange for this commitment Fortress and RTW are to each earn up to 700,000 bonus shares if the full $2 million is covered.

This is actually in some ways a reduced sweetener for both as each was slated to receive 1,000,000 bonus shares at close under certain conditions, but those incentive shares are now to only come in net of these new terms. The many moving parts aside, what is clear is that this is expensive capital for Allurion.

Allurion Board Member Krishna Gupta is paying yet more for them as he agreed to forfeit up to 50,000 restricted stock units plus an amount equal to one third of the additional shares Hunter is to receive at close. The Shantanu K. Gaur Revocable Trust of 2021 agreed to provide another 50,000 shares to this end.

Compute Health’s sponsor will cover the last third of Hunter’s shares as a part of a contribution of 200,000 Class A shares, plus the same amount as Hunter’s third, divided by 1.230455.

These changes come as the parties passed an earlier deadline set in the combination’s terms for Allurion to make best efforts to raise $15 million in private equity funding by April 30. The parties have now waived that requirement.

Compute Health and Allurion announced their $500 million business combination on February 9. Natick, Massachusetts-based Allurion makes a swallowable balloon that inflates in patients’ stomachs to reduce space for incoming food for weight loss purposes while serving as an IoT tracker of certain health metrics.

 

Recent Posts
by Nicholas Alan Clayton on 2024-12-30 at 8:15am

At the SPAC of Dawn  The final two trading days of the year are not to be absent of action with three SPACs scheduled extension votes today and surely more unscheduled business will be tucked into the final hours of 2024. One loose end that is now being tied up is the role of Cantor...

by Kristi Marvin on 2024-12-27 at 8:15am

At the SPAC of Dawn  While futures indicate the Santa rally may be retreating back to the North Pole, de-SPACs have nonetheless notched a solid week and SPACs still in other points in their processes still have plenty of business left on their plate. Three SPACs are asking shareholders for extensions today while two more...

by Kristi Marvin on 2024-12-26 at 1:59pm

SPACInsider 2024 Awards 2024 was clearly a rebuilding year for SPACs and the pace didn’t really gather momentum until June. But in typical SPAC fashion, once the market catches fire, it builds very, very quickly. With that being said, there are some noteworthy standouts this year that are worth highlighting. As such, this is the...

by Nicholas Alan Clayton on 2024-12-26 at 8:07am

At the SPAC of Dawn (UPDATED) It was a slow start to the day after the Christmas holiday, especially because the SEC was “experiencing technical difficulties” this morning. That makes for a slow news day. Other than that, we hope everyone had a great holiday and is easing back into the work flow. Deals and...

by Nicholas Alan Clayton on 2024-12-24 at 2:07pm

Aimei Health Technology II Co., Ltd (NASDAQ:AHJKU) has filed for a $60 million SPAC ostensibly to pair up with a small cap biotech or medical device target, but its team’s experience both in SPACs and beyond suggest the vehicle will be open to a broad set of potential targets. It is the first SPAC to...

logo

Copyright © 2023 SPACInsider, Inc. All Rights Reserved