Item 4.02 Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.
The management of Compute Health Acquisition Corp.
(the “Company”) re-evaluated the Company’s application of ASC 480-10-99 to its accounting classification of the redeemable
Class A common stock issued as part of the units sold in the Company’s initial public offering (the “Public Shares”).
Upon re-evaluation, the Company’s management determined that the Public Shares can be redeemed or become redeemable subject to the
occurrence of future events considered outside the Company’s control under ASC 480-10-S99. Therefore, the Company’s management
concluded that all of the Public Shares should be classified as temporary equity in their entirety. As a result, management has noted
a reclassification adjustment related to temporary equity and permanent equity in its unaudited condensed financial statements as of September
30, 2021. This resulted in an adjustment to the initial carrying value of the Public Shares with the offset recorded to additional paid-in
capital (to the extent available), accumulated deficit and common stock.
The Company previously accounted for a portion of
the Public Shares as permanent equity to maintain its charter requirements to have net tangible assets of at least $5,000,001 to effect
a consummation of its initial business combination. Presentation of a portion of the Public Shares as permanent equity was included in
the Company’s audited balance sheet as of February 9, 2021, filed as an exhibit to its Current Report on Form 8-K filed on February
16, 2021 (the “Original Financial Statement”), the Company’s quarterly report for the first quarter ended March 31,
2021 included in its Form 10-Q filed on May 24, 2021 (“March 31, 2021 Form 10-Q”) and the Company’s quarterly report
for the second quarter ended June 30, 2021 included in Form 10-Q filed on August 16, 2021 (“June 30, 2021 Form 10-Q”).
On November 15, 2021, the Company determined that
it had incorrectly classified a portion of the Public Shares in the Original Financial Statement, March 31, 2021 Form 10-Q and June 30,
2021 Form 10-Q. As a result, all Public Shares should be recorded as temporary equity on the balance sheet within the Commitments and
Contingencies section.
The Company’s accounting for the portion of
Class A common stock as a component of permanent equity instead of as temporary equity did not have any effect on the Company’s
previously reported investments held in trust, operating expenses, cash flows or cash.
As a result, on November 15, 2021, after discussion
with Marcum LLP (“Marcum”), the Company’s independent registered public accounting firm, the Company’s audit committee
and board of directors concluded that the Original Financial Statement, March 31, 2021 Form 10-Q and June 30, 2021 Form 10-Q should no
longer be relied upon and are to be restated in order to correct the classification error. In addition, the Company is restating its earnings
per share calculation for the fiscal quarters ended March 31, 2021 and June 30, 2021 as a result of the restatement of the accounting
classification of the Public Shares.
The Company’s management has concluded that
in light of the classification error described above, a material weakness exists in the Company’s internal control over financial
reporting and that the Company’s disclosure controls and procedures were not effective. Accordingly, the Company will restate its
Original Financial Statement as soon as practicable. The Company will disclose the impact of such restatement and its remediation plan
with respect to such material weakness on its March 31, 2021 quarterly report and June 30, 2021 quarterly report in its quarterly report
on Form 10-Q for the quarter ended September 30, 2021, which the Company will file with the SEC as soon as practicable.
Cautionary Statements Regarding
Forward-Looking Statements
This Current Report on Form 8-K includes
“forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation
Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intends,”
“may,” “might,” “plan,” “possible,” “potential,” “assume,” “should,”
“will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements
regarding the Company’s intent to restate certain historical financial statements and the timing and impact of the Restatement. These
statements are based on current expectations on the date of this Form 8-K and involve a number of risks and uncertainties that
may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking
statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking
statements.