Item 7.01
Regulation FD Disclosure.
On August 20, 2021,
CAH issued a press release announcing the execution of the Merger Agreement Amendment. The press release is furnished herewith as Exhibit
99.1 and incorporated by reference herein.
The
foregoing (including the information presented in Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be
filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act. The submission of the information set forth in this
Item 7.01 will not be deemed an admission as to the materiality of any information in this Item 7.01, including the information
presented in Exhibit 99.1, which is provided solely in connection with Regulation FD.
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 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.