|
|
UNITED STATES
|
|
|
|
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
|
SEC File Number 001-40001
|
|
|
FORM 12b-25
|
|
|
|
|
|
|
|
|
|
NOTIFICATION OF LATE FILING
|
|
CUSIP Number
204833 107
|
(Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form
11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
For Period Ended: March 31, 2021
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
☐ Transition Report on N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that
the Commission has verified any information contained herein.
If the notification relates to a portion
of the filing checked above, identify the Item(s) to which the notification relates:
Part I – Registrant Information
Full Name of Registrant:
|
|
|
|
|
Compute Health Acquisition Corp.
|
Former Name if Applicable:
|
|
|
|
|
Not applicable.
|
Address of Principal Executive Office
|
|
|
(Street and Number):
|
|
|
|
|
1105 North Market Street, Suite 1300
|
City, State and Zip Code:
|
|
|
|
|
Wilmington, DE 19801
|
Part II – Rules 12b-25(b) and
(c)
If the subject report could
not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate) ☒
(a) The reason described in reasonable detail
in Part III of this form could not be eliminated without unreasonable effort or expense;
(b) The subject annual
report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will
be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report
on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following
the prescribed due date; and
(c) The accountant’s
statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
Part
III – Narrative
State below in reasonable detail why Forms 10-K,
20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Compute Health Acquisition
Corp. (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report
on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Form 10-Q”) by the prescribed due date for the reasons described
below.
On April 12, 2021, the Acting
Director of the Division of Corporation Finance and Acting Chief Accountant of the U.S. Securities
and Exchange Commission (the “SEC”) together issued a statement regarding the accounting and reporting considerations
for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations
for Warrants Issued by Special Purpose Acquisition Companies (‘SPACs’)” (the “SEC Staff Statement”).
The Company is currently evaluating
the guidance included the SEC Staff Statement with respect to the Company’s accounting treatment of (i) its 21,562,500 redeemable
warrants (the “Public Warrants”) that were included in the units issued by the Company in its initial public offering (the
“IPO”) and (ii) the 12,833,333
warrants (together with the Public Warrants, the “Warrants”) that were issued via private placement, and is determining what
effects such guidance will have on the Company's financial statements. In particular, the Company’s management is reevaluating the
accounting treatment of the Warrants in accordance with Accounting Standards Codification (“ASC”) 815-40, Derivatives and
Hedging: Contracts in an Entities Own Equity. ASC 815-40 states entities must consider whether to classify contracts that may be settled
in its own stock, such as warrants, as equity of the entity or as an asset or liability. The Company previously accounted for the Warrants
as components of equity. The Company is concurrently evaluating the materiality of any potential, required adjustments related to this
matter and other related accounting matters in accordance with Staff Accounting Bulletin 99.
The Company is working diligently
to complete the Form 10-Q as soon as possible; however, given the scope of the process for determining the appropriate treatment of the
Warrants in accordance with the SEC Staff Statement and ASC 815-40, the Company is unable to complete and file the Form 10-Q by the required
due date of May 17, 2021 without unreasonable effort and expense. The Company plans to file the Form 10-Q as soon as practicably possible.
This report may include “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. All statements, including relating to the filing of the 10-Q, other than statements of historical fact included
in this report are forward-looking statements. When used in this report, words such as “anticipate,” “believe,”
“estimate,” “expect,” “intend” and similar expressions, as they relate to the Company or its management
team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions
made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated
by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent
written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety
by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company,
including those set forth in the Risk Factors section of the Company’s prospectus relating to the IPO filed with the SEC. Copies
of such filings are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements
for revisions or changes after the date of this release, except as required by law.
Part
IV – Other Information
(1) Name and telephone number of person to contact in regard
to this notification
Joshua Fink
|
(212)
|
829-3500
|
(Name)
|
(Area Code)
|
(Telephone Number)
|
(2) Have all other periodic
reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940
during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s).
☒ Yes ☐ No
(3) Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion thereof?
☐ Yes ☒ No
If so, attach an explanation
of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the
results cannot be made.
On April 12, 2021, the Acting
Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together
issued the SEC Staff Statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition
companies.
The Company is currently evaluating
the guidance included the SEC Staff Statement with respect to the Company’s accounting treatment of the Warrants and is determining
what effects such guidance will have on the Company's financial statements. In particular, the Company’s management is reevaluating
the accounting treatment of the Warrants in accordance with Accounting Standards Codification (“ASC”) 815-40, Derivatives
and Hedging: Contracts in an Entities Own Equity. ASC 815-40 states entities must consider whether to classify contracts that may be settled
in its own stock, such as warrants, as equity of the entity or as an asset or liability. The Company previously accounted for the Warrants
as components of equity. The Company is concurrently evaluating the materiality of any potential, required adjustments related to this
matter and other related accounting matters in accordance with Staff Accounting Bulletin 99.
While the Company has not
generated any operating revenues to date and will not generate any operating revenues until after completion of its initial business combination,
at the earliest, if the Company determines to account for the Warrants as liabilities, the change in fair value of the Warrants will be
a non-cash charge and will be reflected in the Company’s statement of operations. Because the Company has not yet reached a definitive
conclusion about the accounting treatment for the Warrants, it is unable to provide an estimate of the anticipated change, if any, at
this time.
In addition, there is not
a corresponding period in the last fiscal year because the Company was incorporated in October 2020.
SIGNATURE
Compute Health Acquisition Corp. has caused this
notification to be signed on its behalf by the undersigned hereunto duly authorized.
|
COMPUTE HEALTH ACQUISITION CORP.
|
|
|
|
By:
|
/s/ Joshua Fink
|
|
|
Joshua Fink
|
|
|
Co-Chief Executive Officer
|
Date:
May 17, 2021
4
Compute Health Acquisition (NYSE:CPUH)
Gráfica de Acción Histórica
De Nov 2024 a Dic 2024
Compute Health Acquisition (NYSE:CPUH)
Gráfica de Acción Histórica
De Dic 2023 a Dic 2024