UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 723, 2021

CA Healthcare Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-39947		85-3469820
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

99 Summer Street Suite 200

Boston, MA 02110

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (617) 314-3901

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant	~~CAHU~~CAHCU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	~~CAH~~CAHC	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share	~~CAHW~~CAHCW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 71.01 ~~Regulation~~ FDEntry ~~Disclosure~~into a Material Definitive Agreement.

~~Attached~~Non-Redemption hereto as Exhibit 99.1 is the form of investor presentation to be used by CA Healthcare Acquisition Corp., a Delaware corporation (“CAH”) and LumiraDx Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“LumiraDx”) in presentations to certain of their securityholders and other persons regarding the proposed business combination.Agreement

On September 723, 2021, ~~CAH~~CA Healthcare ~~issued~~Sponsor LLC, a ~~press~~Delaware ~~release~~limited ~~announcing~~liability ~~that~~company ~~they~~(“Sponsor”), ~~have~~and ~~filed~~Senvest Management, LLC on behalf of its advisory client, Senvest Master Fund, LP (“Investor”) entered into a ~~definitive~~Non-Redemption ~~proxy~~Agreement ~~statement/prospectus~~(“Agreement”). The ~~related~~Sponsor is the holder of 2,875,000 shares of CA Healthcare Acquisition Corp’s (“CAH”) Class B Common Stock, which immediately prior to the effective time of the merger (“Merger”) between CAH, LumiraDx Limited (“LumiraDx”) ~~proposed~~and ~~business~~LumiraDx ~~combination~~Merger Sub, Inc., with CAH being the surviving corporation and ~~mailed~~a ~~that~~wholly-owned ~~proxy~~subsidiary ~~statement/prospectus~~of toLumiraDx, ~~its~~shall ~~shareholders.~~convert ~~The~~into an ~~press~~equal ~~release~~amount isof ~~furnished~~CAH ~~herewith~~Class A Common Stock, and upon consummation of the Merger shall be automatically canceled and extinguished and reissued to LumiraDx as ~~Exhibit~~one ~~99.2~~share ~~and~~of ~~incorporated~~Common byStock ~~reference~~of ~~herein~~the surviving corporation, in consideration for the right to receive common shares of LumiraDx (the “Sponsor Shares”).

~~The foregoing~~Pursuant ~~(including~~to the ~~information presented~~ Agreement, in ~~Exhibit~~exchange ~~99.1~~for ~~and~~Investor’s ~~99.2)~~commitment ~~is being furnished pursuant to Item 7.01 and will~~ not ~~be deemed~~ to ~~be filed~~redeem ~~for~~the ~~purposes~~700,000 ofshares ~~Section 18~~ of ~~the~~CAH’s ~~Securities~~Class ~~and~~A ~~Exchange~~Common ~~Act~~Stock ofbeneficially ~~1934~~owned by it, ~~as amended (~~the ~~“Exchange~~Sponsor ~~Act”),~~agrees orto ~~otherwise be~~transfer ~~subject~~ to ~~the~~Investor ~~liabilities~~77,000 ofSponsor ~~that section~~Shares, ~~nor~~such ~~will~~number itcalculated bepursuant ~~deemed~~ to bethe ~~incorporated~~following byformula: ~~reference~~(a) ina fraction, ~~any filing under~~ the ~~Securities Act~~numerator of ~~1933,~~which asis ~~amended, or~~ the ~~Exchange~~total ~~Act.~~amount ~~The submission~~ of ~~the~~capital ~~information~~spent ~~set~~by ~~forth~~Investor in ~~this~~connection ~~Item~~with ~~7.01~~the ~~will~~purchase ~~not~~of beCAH’s ~~deemed~~Class anA ~~admission~~Common asStock toand the ~~materiality~~denominator of ~~any~~which ~~information~~is in9 ~~this~~minus ~~Item~~(b) ~~7.01, including~~ the ~~information~~total ~~presented~~number inof ~~Exhibit~~shares ~~99.1~~of ~~and~~CAH’s ~~99.2,~~Class ~~which~~A ~~is provided~~Common ~~solely~~Stock inpurchased ~~connection with Regulation FD~~by Investor.

~~Additional~~Neither ~~information~~the Sponsor nor the Investor, either by the terms of the Agreement or at any time in the future, are to be considered a “group” within the meaning of the Securities Exchange Act of 1934, as amended.

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, which the SEC has declared effective. On September 3, 2021, CAH filed a definitive proxy statement/prospectus relating to the proposed business combination and mailed that definitive proxy statement/prospectus 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. The ~~definitive~~Sponsor ~~proxy~~may ~~statement/prospectus~~enter ~~and other relevant materials for the proposed business combination has been mailed~~into toadditional ~~shareholders~~arrangements ofsimilar ~~CAH as of the record date, which is September 1, 2021, for voting on the proposed business combination. Such shareholders will also be able~~ to ~~obtain copies of~~ the ~~preliminary~~Agreement ~~proxy~~described ~~statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, at the SEC’s website at www~~above.~~sec.gov, or by directing a request to CA Healthcare Acquisition Corp., 99 Summer Street, Suite 200 Boston, MA 02110.~~

~~Participants~~The Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and the foregoing description is qualified in ~~Solicitation~~its entirety by reference to the full text of the Agreement.

~~CAH~~Acknowledgment 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 is contained in the proxy statement/prospectus for the proposed business combination.Waiver

On September 23, 2021, CAH, the Sponsor, LumiraDx and ~~its~~certain individuals, each of whom is a member of CAH’s board of directors and/or management team (“Insiders”) entered into an Acknowledgment and ~~executive~~Waiver ~~officers~~(“Waiver”) ~~may~~whereby ~~also~~(i) bethe ~~deemed~~parties to bethe ~~participants~~Sponsor inAgreement, ~~the~~dated ~~solicitation~~as of April ~~proxies~~6, ~~from~~2021, as amended pursuant to the ~~shareholders~~Amendment ofto the Sponsor Agreement dated August 19, 2021, between CAH, the Sponsor, the Insiders and LumiraDx, (A) waive the transfer restrictions and the forfeiture/vesting provisions included therein with respect to certain of the Sponsor Shares to be transferred in connection with the ~~proposed~~abovementioned ~~business~~Agreement ~~combination.~~(the “Proposed ATransfers”), ~~list~~(B) acknowledge that the forfeiture and vesting provisions set forth in the Sponsor Agreement as they apply to the Sponsor shall be determined and allocated based upon the aggregate number of Sponsor Shares held by the ~~names~~Sponsor after taking into account the consummation of ~~such~~the ~~directors~~Proposed ~~and~~Transfers ~~executive~~(including ~~officers~~the ~~and~~transfer ~~information~~of ~~regarding~~the ~~their~~Sponsor ~~interests~~Shares set forth therein) and (C) inapprove the ~~proposed~~Proposed ~~business~~Transfers ~~combination~~and is(ii) ~~contained~~LumiraDx waives an interim operating covenant in the ~~Registration~~Agreement ~~Statement.~~and ~~Additional~~Plan ~~information~~of ~~regarding~~Merger, ~~the~~dated ~~interests~~as of April ~~such~~6, 2021, as amended pursuant to the amendment to the merger agreement, dated August 19, 2021, as further amended pursuant to the ~~participants~~amendment isno. ~~contained~~2 into the ~~proxy~~merger ~~statement/prospectus~~agreement, ~~for~~dated August 27, 2021, between CAH, LumiraDx and LumiraDx Merger Sub, Inc., regarding changes in the ~~proposed~~capitalization ~~business~~of ~~combination~~CAH.

~~Forward~~The Waiver is filed as Exhibit 2.2 to this Current Report on Form 8-~~Looking~~K ~~Statements~~and the foregoing description is qualified in its entirety by reference to the full text of the Waiver.

~~Certain statements~~Additional 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.information

In connection with the proposed Merger, LumiraDx has filed with the Securities and Exchange Commission (“SEC”) a registration Statement on Form F-4 in connection with the proposed Merger (the “Registration Statement”) containing a preliminary proxy statement of CAH and a preliminary prospectus of LumiraDx, which the SEC has declared effective. On September 3, 2021, CAH filed a definitive proxy statement/prospectus relating to the proposed Merger and mailed that definitive proxy statement/prospectus to its shareholders. This Current Report on Form 8-K does not contain all the information that should be considered concerning the proposed Merger and is not intended to form the basis of any investment decision or any other decision in respect of the Merger. 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 Merger, as these materials will contain important information about LumiraDx, CAH and the proposed Merger. The definitive proxy statement/prospectus and other relevant materials for the proposed Merger has been mailed to shareholders of CAH as of the record date, which is September 1, 2021, for voting on the proposed Merger. 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, 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 Merger. 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 is contained in the proxy statement/prospectus for the proposed Merger.

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 Merger. A list of the names of such directors and executive officers and information regarding their interests in the proposed Merger is contained in the Registration Statement. Additional information regarding the interests of such participants is contained in the proxy statement/prospectus for the proposed Merger.

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, the statement that the Sponsor may enter into agreements similar to the Agreement is a forward-looking statement. 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 Merger and any definitive agreements with respect thereto; 3) the inability to complete the Merger 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 Merger 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 Merger; 6) the risk that the Merger disrupts current plans and operations of LumiraDx as a result of the announcement and consummation of the Merger; 7) the ability to recognize the anticipated benefits of the Merger, 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 Merger; 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 Registration Statement 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit No.		Description
99.1		Form of Investor Presentation
2.1		Non-Redemption Agreement, dated as of September 23, 2021, by and among CA Healthcare Sponsor LLC and Senvest Management, LLC on behalf of its advisory client, Senvest Master Fund, LP.
99.2		Press Release, dated September 7, 2021
2.2		Acknowledgment and Waiver, dated as of September 23, 2021, by and among CA Healthcare Acquisition Corp., CA Healthcare Sponsor LLC, LumiraDx Limited and certain undersigned individuals.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CA Healthcare Acquisition Corp.
	By:	/s/ Larry J. Neiterman
		Name:	Larry J. Neiterman
		Title:	Chief Executive Officer
Dated: September 7, 2021
Dated: September 23, 2021

Filing Compare · CA Healthcare Acquisition Corp.