SEC Form DEFA14A filed by Compute Health Acquisition Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

Compute Health Acquisition Corp.

1100 North Market Avenue, 4th Floor

Wilmington, Delaware 19890

SUPPLEMENT TO

PROXY STATEMENT DATED JULY 13, 2023

FOR SPECIAL MEETING OF STOCKHOLDERS

OF

COMPUTE HEALTH ACQUISITION CORP.

Dear Compute Health Acquisition Corp. Stockholders:

You have previously received definitive proxy materials dated July 13, 2023 (the “Proxy Statement”) in connection with the special meeting of the stockholders of Compute Health Acquisition Corp., a Delaware corporation (“Compute Health”, “we”, “us” or “our”), to be held on August 1, 2023 at 9:00 a.m., Eastern Time, virtually at https://www.cstproxy.com/computehealth/ext2023 (the “Special Meeting”).

The purpose of this document is to supplement the Proxy Statement with certain new and/or revised information (the “Proxy Supplement”) as follows:

Postponement of the Special Meeting and Extension of Redemption Deadline. Compute Health has determined to postpone the Special Meeting until August 3, 2023 at 12:00 p.m., Eastern Time. The postponed Special Meeting will be held virtually at https://www.cstproxy.com/computehealth/ext2023 and via teleconference at:

Within the U.S. and Canada:

1 800-450-7155 (toll-free)

Outside of the U.S. and Canada:

+1 857-999-9155 (standard rates apply)

Conference ID:

3934021#

Because Compute Health intends to postpone the meeting to August 3, 2022, the deadline for the submission of public shares of Compute Health Class A common stock for redemption will be extended to 5:00 p.m., Eastern Time, on August 1, 2023.

Replacement of Special Meeting Proxy Card. The proxy card for the Special Meeting mailed with the Proxy Statement is being replaced in its entirety with the proxy card attached hereto.

Except as set forth herein, all other information in the Proxy Statement remains unchanged. If you have previously-submitted a proxy for the Special Meeting, you do not need to do anything further.

YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.

All Compute Health stockholders are cordially invited to attend the Special Meeting. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the accompanying proxy card as soon as possible. If you are a Compute Health stockholder of record holding one or more shares of Compute Health common stock on July 3, 2023, you may also cast your vote in person at the Special Meeting. If your shares of Compute Health common stock are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares of Compute Health common stock or, if you wish to attend the Special Meeting and vote in person, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, your shares of Compute Health common stock will not be voted.

Approval of the Extension Proposal requires the affirmative vote of holders of at least sixty-five percent of the issued and outstanding shares of Class A common stock and Class B common stock, voting together as a single class. Approval of the Adjournment Proposal requires the affirmative vote of holders of the majority of the issued and outstanding shares of Class A common stock and Class B common stock present at the Special Meeting and entitled to vote thereon, voting together as a single class.

Your vote is important regardless of the number of shares of Compute Health common stock you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the accompanying proxy card, or submit your proxy through the internet or by telephone, as soon as possible. If your shares of Compute Health common stock are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares of Compute Health common stock you beneficially own are properly counted.

If you have any questions or need assistance voting your shares of Compute Health common stock, please contact Morrow Sodali, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400.

Thank you for your participation. We look forward to your continued support.