NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS
DESCRIBED IN THIS PRESS RELEASE OR PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE CONTRARY
CONSTITUTES A CRIMINAL OFFENSE.
Participants in the Solicitation
Compute Health, Allurion, Pubco, certain stockholders of Compute Health, and certain of Compute Healths, Allurions and Pubcos respective
directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from the stockholders and warrantholders of Compute Health with respect to the Business
Combination. A list of the names of such persons and information regarding their interests in the Business Combination is contained in the Registration Statement and proxy statement/prospectus. Stockholders, warrantholders, potential investors and
other interested persons should read the Registration Statement and proxy statement/prospectus carefully before making any voting or investment decisions. Free copies of these documents may be obtained from the sources indicated above.
Forward-looking Statements
This press release contains
certain forward-looking statements within the meaning of the federal U.S. securities laws with respect to Compute Health, Allurion, Pubco and the Business Combination among them, the benefits of the Business Combination, the amount of
cash the Business Combination will provide Pubco, the anticipated timing of the Business Combination, the services and markets of Allurion, the expectations regarding future growth, results of operations, performance, future capital and other
expenditures, competitive advantages, business prospects and opportunities, future plans and intentions, results, level of activities, performance, goals or achievements or other future events. These forward-looking statements generally are
identified by words such as anticipate, believe, expect, may, could, will, potential, intend, estimate, should, plan,
predict, or the negative or other variations of such statements. They reflect the current beliefs and assumptions of Compute Healths management and Allurions management and are based on the information currently available to
Compute Healths management and Allurions management. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to
risks and uncertainties. Many factors could cause actual results or developments to differ materially from those expressed or implied by such forward-looking statements, including but not limited to: (i) the risk that the Business Combination
may not be completed in a timely manner or at all, which may adversely affect the price of Compute Healths securities; (ii) the risk that the Business Combination may not be completed by Compute Healths business combination deadline
and the potential failure to obtain an extension of the business combination deadline if sought by Compute Health; (iii) the failure to satisfy the conditions to the consummation of the Business Combination, including, but not limited to, the
approval of the business combination agreement by the stockholders of Compute Health and the stockholders of Allurion, the satisfaction of the minimum cash amount and the receipt of certain governmental and regulatory approvals; (iv) changes to
the proposed structure of the Business Combination that may be required, or considered appropriate, as a result of applicable laws or regulations; (v) the occurrence of any event, change or other circumstance that could give rise to the
termination of the business combination agreement; (vi) the ability to complete the contemplated PIPE investment, the senior secured term loan, the committed equity facility and the RTW Investments synthetic royalty financing in connection with
the Business Combination; (vii) Pubcos ability to acquire sufficient sources of funding if and when needed; (viii) the effect of the announcement or pendency of the Business Combination on Allurions business relationships,
operating results and