CA Healthcare Acquisition Corp. (Form: 8-K, Received: 08/20/2021 09:15:12)

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): August 19, 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)

	¨	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	The Nasdaq Stock Market LLC

Class A Common Stock, par value $0.0001 per share	CAH	The Nasdaq Stock Market LLC

Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share	CAHW	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 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 “Merger Agreement Amendment” and together with the Original Merger Agreement, the “Merger Agreement”), 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).

The 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 Merger Agreement Amendment.

Amendment to Sponsor Agreement

In connection, and concurrently, with the execution of the Merger Agreement Amendment, CAH, the CAH sponsor and certain existing stockholders of CAH (the “CAH Initial Stockholders”) entered into an amendment to the Sponsor Agreement (the “Sponsor Agreement Amendment”). Pursuant to the Sponsor Agreement Amendment, which reaffirmed the applicable CAH stockholders’ obligations under the Amended and Restated Sponsor Agreement dated April 6, 2021, the parties thereto further agreed that (i) if more than fifty percent (50%) of CAH’s Class A Common Stock sold in CAH’s initial public offering is redeemed, then an equal percentage of the CAH sponsor’s founder shares that would have otherwise converted into LumiraDx common shares will be forfeited, and (ii) if fifty percent (50%) or less of CAH’s Class A Common Stock sold in CAH’s initial public offering is redeemed, then the CAH sponsor shall retain its entitlement to one hundred percent (100%) of its CAH founder shares and common shares to be issued by LumiraDx upon conversion of the CAH sponsor’s founder shares (the “Entitlement”), subject to the following vesting conditions (the “Vesting Conditions”): (A) 60% of the Entitlement to the LumiraDx common shares will vest at closing, (B) 20% of the Entitlement to the LumiraDx common shares will vest if at any time within eighteen (18) months of the closing, the LumiraDx common shares closes at $12.50 per share (or higher) for any twenty (20) days within any thirty (30) consecutive trading days, and (C) 20% of the Entitlement to the LumiraDx common shares will vest if at any time within thirty-six (36) months of the closing, the LumiraDx common shares closes at $15.00 per share (or higher) for any twenty (20) days within any thirty (30) consecutive trading days. In the event that a Vesting Condition is not satisfied the relevant Entitlement to LumiraDx common shares shall lapse.

The Sponsor Agreement Amendment is filed as Exhibit 4.1 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 Sponsor Agreement Amendment.

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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit No.		Description

2.1		Amendment to the Agreement and Plan of Merger, dated as of August 19, 2021, by and among LumiraDx Limited, LumiraDx Merger Sub, Inc., and CA Healthcare Acquisition Corp.

4.1		Sponsor Agreement Amendment, dated as of August 19, 2021, by and among CAH, the CAH sponsor and the CAH Initial Stockholders

99.1		Press Release, dated August 20, 2021

104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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: August 20, 2021

Exhibit 2.1

AMENDMENT

TO THE AGREEMENT AND PLAN OF MERGER

AMENDMENT, dated as of August 19, 2021 (this “Amendment”), to the Agreement and Plan of Merger, dated as of April 6, 2021 (the “Agreement”), by and among (i) LumiraDx Limited, a Cayman Islands exempted company limited by shares with company number 314391 (the “Company”), (ii) LumiraDx Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and (iii) CA Healthcare Acquisition Corp., a Delaware corporation (“CAH”). The Company, Merger Sub, and CAH are referred to collectively herein as the “Parties” and individually as a “Party”.

WHEREAS, the Parties wish to amend the Agreement as set forth herein; and

WHEREAS, pursuant to Section 8.3 of the Agreement, the Agreement may be amended by an instrument in writing signed by each of the Parties thereto.

NOW, THEREFORE, in consideration of the promises herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:

Definitions. Unless otherwise defined herein or amended hereby, capitalized terms used herein which are defined in the Agreement shall have the meanings ascribed to them in the Agreement.

Article 1. The definition of “Company Valuation” in Article 1 Section 1.1 of the Agreement is hereby amended and restated in its entirety as follows:

“Company Valuation” means an amount equal to $3 billion; provided that the Company Valuation shall be increased by an amount equal to the aggregate purchase price of all Company Ordinary Shares and/or Company Common Shares issued by the Company in exchange for cash in equity financing transactions after the date of this Agreement and prior to the Effective Time.

Exhibit B. Exhibit B to the Agreement is hereby amended and restated in its entirety as attached hereto as Exhibit B to this Amendment.

Exhibit G. Exhibit G to the Agreement is hereby amended and restated in its entirety as attached hereto as Exhibit G to this Amendment.

Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”).

Reference to and Effect on the Agreement.

On or after the Amendment Effective Date, each reference in the Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import referring to the Agreement shall mean and be a reference to the Agreement as amended by this Amendment.

Except as amended hereby, the provisions of the Agreement are and shall remain in full force and effect.

[Remainder of this page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF, the Parties have duly executed this Amendment effective as of the date first above written.

	COMPANY:


	LUMIRADX LIMITED


	By:	/s/ Veronique Ameye
	Name: Veronique Ameye
	Title: Executive Vice President and General Counsel

	MERGER SUB:


	LUMIRADX MERGER SUB, INC.


	By:	/s/ Veronique Ameye
	Name: Veronique Ameye
	Title: President

[Signature Page to the Amendment to the Agreement and Plan of Merger]

	CAH:


	CA Healthcare Acquisition Corp.


	By:	/s/ Larry J. Neiterman
	Name: Larry J. Neiterman
	Title: Chief Executive Officer

[Signature Page to the Amendment to the Agreement and Plan of Merger]

Exhibit B

Amended and Restated Articles

Exhibit G

Conversion Factor

Exhibit 4.1

CA HEALTHCARE ACQUISITION CORP.

Amendment TO the
AMENDED AND RESTATED SPONSOR AGREEMENT

This AMENDMENT TO The AMENDED AND RESTATED SPONSOR Agreement (this “Amendment”) is made as of August 19, 2021, by and among CA Healthcare Acquisition Corp., a Delaware corporation (“CAH”), CA Healthcare Sponsor LLC (the “Sponsor”) and each of the undersigned individuals, each of whom is a member of CAH’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”), in connection with that certain Amendment to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among LumiraDx Limited, a Cayman Islands exempted company limited (the “Company”), LumiraDx Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and CAH. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Merger Agreement.

RECITALS

WHEREAS, the Sponsor, CAH and the Insiders are parties to that certain Amended and Restated Sponsor Agreement dated as of April 6, 2021 (the “Sponsor Agreement”);

WHEREAS, in connection with the amendment to the Merger Agreement, the Sponsor, CAH and the Insiders wish to amend certain provisions of the Sponsor Agreement;

WHEREAS, Section 13 of the Sponsor Agreement provides that any term of the Sponsor Agreement may be amended by a written instrument referencing the Sponsor Agreement and signed by (i) CAH, (ii) the Sponsor and (iii) the Insiders (collectively, the “Requisite Holders”) and (iv) the Company;

WHEREAS, the undersigned parties to this written instrument constitute the Requisite Holders.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1.     Amendments to the Sponsor Agreement. Clause (e) of Section 6 of the Sponsor Agreement is hereby deleted in its entirety and replaced with the following:

“(e) Sponsor Equity Cancellation.

(i) In the event that more than fifty percent (50%) of the Class A Common Stock sold in the Public Offering is redeemed, then an equal percentage of the Founder Shares shall be cancelled prior to giving effect to the CAH Class B Conversion (the “Forfeited Founder Shares”) and accordingly the Company shall have no obligation under this Sponsor Agreement, the Merger Agreement or any other agreement relating to the Transactions to issue any Company Common Shares in respect of such Forfeited Founder Shares; provided however that for the period from the Closing Date and up to 31 December 2021 the Company, in its sole discretion, may elect to issue, on the same terms as provided for in the Merger Agreement, Company Common Shares in respect of some or all of the Forfeited Founder Shares to the Sponsor. By way of illustrative example if 60% of the Class A Common Stock sold in the Public Offering is redeemed, then the Sponsor shall only receive 1,150,000 Company Common Shares (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like).

(ii) In the event that fifty percent (50%) or less of the Class A Common Stock sold in the Public Offering is redeemed, then the Sponsor shall retain its entitlement to one hundred percent (100%) of its Founder Shares and its entitlement to Company Common Shares pursuant to the terms of the Merger Agreement (the “Entitlement”), subject to the following vesting conditions for the Company Common Shares (the “Vesting Conditions”): (A) sixty percent (60%) of the Entitlement to Company Common Shares shall vest at Closing, (B) twenty percent (20%) of the Entitlement to Company Common Shares shall vest if, at any time within eighteen (18) months of the Closing, the last reported closing price of the Company Common Shares equals or exceeds $12.50 per Company Common Share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period, and (C) twenty percent (20%) of the Entitlement to Company Common Shares shall vest if, within thirty six (36) months of the Closing, the last reported closing price of the Company Common Shares equals or exceeds $15.00 per Company Common Share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period. In the event that a Vesting Condition is not satisfied the relevant Entitlement to Company Common Shares shall lapse.”

2.     Continued Validity of Sponsor Agreement. Except as specifically amended hereby, the Sponsor Agreement shall continue in full force and effect as originally constituted and is ratified and affirmed by the parties hereto.

3.     Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Amendment shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.

4.     Governing Law. This Amendment shall be governed in all respects by the internal laws of the State of Delaware as applied to agreements entered into among Delaware residents to be performed entirely within Delaware, without regard to principles of conflicts of law.

5.     Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered by facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

	Sincerely,

	SPONSOR:

	CA Healthcare Sponsor LLC

	By:	/s/ Tim McMahon
	Name: Tim McMahon
	Title: Managing Member

	INSIDERS:

	By:	/s/ Larry J. Neiterman
	Name: Larry J. Neiterman

	By:	/s/ Jeffrey H. Barnes
	Name: Jeffrey H. Barnes

	By:	/s/ David Lang
	Name: David Lang

	By:	/s/ David H. Klein
	Name: David H. Klein

	By:	/s/ Afsaneh Naimollah
	Name: Afsaneh Naimollah

[Signature Page to Amendment to the Amended and Restated Sponsor Agreement]

Acknowledged and Agreed:

CA HEALTHCARE ACQUISITION CORP.

By:	/s/ Larry J. Neiterman
Name: Larry J. Neiterman
Title: Chief Executive Officer

[Signature Page to Amendment to the Amended and Restated Sponsor Agreement]

Acknowledged and Agreed:

LUMIRADX LIMITED

By:	/s/ Veronique Ameye
Name: Veronique Ameye
Title: Executive Vice President and General Counsel

[Signature Page to Amendment to the Amended and Restated Sponsor Agreement]

Exhibit 99.1

LumiraDx and CA Healthcare Acquisition Corp Revise Transaction Terms, Expanded Strategic Roadmap for Next-Generation Point-of-Care Diagnostics

Revised transaction terms adjust LumiraDx’s pro forma valuation for the combined group from $5 billion to $3 billion (excluding $115 million raised by CA Healthcare Acquisition Corp (“CAHC”) in its initial public offering).

Terms establish a more attractive entry point for investors, and a highly compelling investment thesis on an absolute and relative basis

Factors considered in revising the valuation include: the recent market environment for publicly traded diagnostic companies, general decline in COVID-19 testing market, and feedback from CAHC’s advisors and shareholders

LumiraDx has a roadmap of 10 new test approvals over the next 24 months on its platform, including Troponin, Flu/COVID, and TB.

LumiraDx recently updated 2021 revenue guidance range to $300-500 million and provided 2024 revenue guidance in the range of $1-1.25 billion.

The Boards of Directors of both LumiraDx and CAHC reaffirm their recommendation of the deal, which is expected to close in the fall of this year, subject to approval by the security holders of CAHC and LumiraDx and the satisfaction of customary closing conditions.

Upon closing, LumiraDx is expected to trade on Nasdaq under the ticker symbol "LMDX."

London, UK (August 20, 2021).--(BUSINESS WIRE)-- Today, LumiraDx, a next-generation point of care diagnostics testing company, and CA Healthcare Acquisition Corp (Nasdaq: CAHC), a special purpose acquisition company focused on investing in a growth-oriented healthcare company, announced they have revised the valuation of their previously announced transaction based on various considerations, including the recent market environment for publicly traded diagnostic companies, general market declines in COVID-19 testing volumes, and feedback from CA Healthcare advisors and shareholders. LumiraDx’s progress in rolling out its transformational platform, signing up customers in key geographies and expanding its testing menu, combined with the adjusted valuation, supports a highly compelling investment thesis for driving long-term shareholder value.

“LumiraDx is at the tipping point of driving a transformation in diagnostic testing. We are growing our presence in the point of care testing market across cardiovascular disease, diabetes, coagulation disorders and infectious disease and have a strong pipeline and go-to-market strategy for driving growth over the coming years,” said Ron Zwanziger, Chairman and CEO of LumiraDx. “Today’s announcement reflects our commitment to delivering significant upside potential and long-term value for both our current CAHC shareholders as well as future shareholders of LumiraDx.”

“LumiraDx’s next-generation point of care solutions provide a significant opportunity for our shareholders,” said Larry Neiterman, Chairman and CEO of CAHC. “Ron and his management team have decades of entrepreneurial success in innovative diagnostics businesses and the LumiraDx Platform and testing menu offer healthcare providers and other customer’s major advantages over traditional central labs. LumiraDx has a clear strategy for addressing the large and underpenetrated testing market to increase next-generation POC market share. We believe these qualities and the recent business progress, combined with an adjusted valuation, support a highly compelling investment thesis on an absolute and relative basis.”

Transaction Details

The new transaction terms adjust the pro forma enterprise value of LumiraDx (including CAHC) from $5 billion to $3 billion excluding any cash held in trust by CAHC. As previously announced, the combined group is expected to receive approximately $115 million of cash held in trust, assuming no redemptions of CAHC’s existing public stockholders. Upon closing of the transaction, LumiraDx‘s common shares are expected to trade on Nasdaq under the ticker symbol "LMDX." The transaction is currently expected to close in the fall of this year, subject to approval by the security holders of each of CAHC and LumiraDx and the satisfaction of customary closing conditions.

As previously stated, current LumiraDx shareholders will retain the entirety of their existing holdings in LumiraDx. The additional capital from CAHC’s cash held in trust, after any redemptions, together with cash from operations will provide growth capital to support increasing production, continued R&D activities and commercial and manufacturing expansion.

Additional information about the proposed transaction can be found with the Securities and Exchange Commission and available at www.sec.gov.

Advisors

Evercore Group, LLC and Raymond James & Associates, Inc. are serving as financial advisors to LumiraDx. BTIG, LLC is serving as financial advisor and capital markets advisor to CA Healthcare Acquisition Corp. Fried, Frank, Harris, Shriver & Jacobson LLP and Goodwin Procter LLP are serving as legal advisors to LumiraDx. Sidley Austin LLP is serving as legal advisor to CA Healthcare Acquisition Corp

Additional Information

Contacts

Media:

Travis Kruse, Ph.D.

tkruse@apcoworldwide.com

+1 949 648 7286

Investor:

Aman Patel, CFA

IR@lumiradx.com

443.450.4191

About LumiraDx

LumiraDx is a next-generation point of care diagnostics company that is transforming community-based healthcare. Founded in 2014, the company manufactures and commercializes an innovative diagnostic Platform that supports a broad menu of tests with lab comparable performance at the point of care. LumiraDx’s diagnostic testing solutions are being deployed by governments and leading healthcare institutions across laboratories, urgent care, physician offices, pharmacy, schools, and workplaces to screen, diagnose and monitor wellness as well as disease. The company has on the market and in development 30+ tests covering infectious diseases, cardiovascular disease, diabetes and coagulation disorders, all on the LumiraDx Platform. In addition, the company has a comprehensive portfolio of fast, accurate and cost-efficient COVID-19 testing solutions from the lab to point of need.

Based in the UK with more than 1500 employees worldwide, LumiraDx is supported by institutional and strategic investors including the Bill & Melinda Gates Foundation, Morningside Ventures, U.S. Boston Capital Corporation, and Petrichor Healthcare Capital Management.

More information may be found at LumiraDx.com

About CA Healthcare Acquisition Corp.

CA Healthcare Acquisition Corp. is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. For more information, visit www.cahcspac.com/.

Forward-Looking Statements

Certain statements in this press release 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 CAHC’s or LumiraDx’s future financial or operating performance. For example, projections of future revenue 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 CAHC 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 definitive merger agreement with respect to the business combination; 2) the outcome of any legal proceedings that may be instituted against CAHC, the combined company 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 securityholders of CAHC or LumiraDx 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 or as a condition to obtaining regulatory approval of the business combination; 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 combined company 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 combined company 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 CAHC’s Registration Statement on form S-1 filed with the Securities and Exchange Commission (“SEC”) on January 8, 2021 and the registration statement on Form F-4 and proxy statement/prospectus discussed below. Nothing in this press release 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 CAHC nor LumiraDx undertakes any duty to update these forward-looking statements, except as otherwise required by law.

Use of Projections

This press release contains financial forecasts of LumiraDx, namely LumiraDx’s projected revenue for 2021 and 2024. Neither LumiraDx’s independent auditors, nor the independent registered public accounting firm of CAHC, audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this press release, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this press release. These projections should not be relied upon as being necessarily indicative of future results. The projected financial information contained in this press release constitutes forward-looking information. The assumptions and estimates underlying such projected financial information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. See “Forward-Looking Statements” above. Actual results may differ materially from the results contemplated by the projected financial information contained in this press release, and the inclusion of such information in this press release should not be regarded as a representation by any person that the results reflected in such projections will be achieved.

Additional Information About the Proposed Business Combination and Where to Find It

In connection with the proposed business combination, LumiraDX has filed with the SEC a registration statement on Form F-4 (the “Registration Statement”) containing a preliminary proxy statement of CAHC and a preliminary prospectus of LumiraDx, and after the registration statement is declared effective, CAHC will mail a definitive proxy statement/prospectus relating to the proposed business combination to its shareholders. This press release 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. CAHC’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, CAHC 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 CAHC 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.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Participants in the Solicitation