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.