F-4/A #3

As filed with the Securities and Exchange Commission on September 1, 2021.

Registration No. 333-257745

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 3 to

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

LUMIRADX LIMITED

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   2834   Not Applicable

(State or other jurisdiction of

incorporation or organization)

 

(Primary standard industrial

classification code number)

 

(I.R.S. Employer

Identification Number)

LumiraDx Limited

c/o Ocorian Trust (Cayman) Limited

PO Box 1350, Windward 3, Regatta Office Park

Grand Cayman KY1-1108

Cayman Islands

(345) 640-0540

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

LumiraDx, Inc.

221 Crescent Street. 5th Floor

Waltham, MA 02453

Telephone: 1 888-586-4721

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With copies to:

 

Edwin M. O’Connor

Laurie A. Burlingame

Paul R. Rosie

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

Telephone: (617) 570-1000

 

Ian Lopez

Warren S. de Wied

Fried, Frank, Harris, Shriver & Jacobson (London) LLP

100 Bishopsgate

London EC2N 4AG United Kingdom

Telephone: +44 20 7972 9600

 

Anna-Lise Wisdom

Appleby (Cayman) Ltd

71 Fort Street, PO Box 190

Grand Cayman, KY1-1104

Telephone: +1 345 949 4900

  David Ni

Alexander B. Temel

Joshua DuClos

Sidley Austin LLP

787 7th Avenue

New York, NY 10019

Telephone: (212) 839-5430

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the transactions contemplated by the Agreement and Plan of Merger described in the included proxy statement/prospectus have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐


If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company  ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title Of Each Class Of

Security To Be Registered

 

Amount

To Be

Registered(1)(7)

 

Proposed

Maximum

Offering Price
Per Security(2)

 

Proposed

Maximum
Aggregate
Offering Price

  Amount of
Registration Fee(3)

LMDX common shares(4)

  14,780,000   $9.8850   $146,100,300   $15,939.54

LMDX common shares underlying warrants(5)

  5,750,000   $12.4451   $71,559,037.50   $7,807.09

Warrants to purchase LMDX common shares(6)

  5,750,000      

Total

  26,280,000       $217,659,337.50   $23,746.63(8)

 

 

(1)

The number of common shares (“LMDX common shares”) of LumiraDx Limited (“LumiraDx” or the “Company”) and warrants (“LMDX new warrants”) to purchase LMDX common shares being registered is based upon an estimate of the sum of: (A) the maximum number of shares of common stock of CA Healthcare Acquisition Corp. (“CAH”) that will be outstanding immediately prior to the Merger (as defined herein) and exchanged for one LMDX common share for each CAH share, assuming the Merger Subdivision (as defined herein) has occurred, and (B) the maximum number of CAH public warrants that will be outstanding immediately prior to the Merger and exchanged for one LMDX new warrant for each such CAH public warrant, assuming the Merger Subdivision has occurred.

(2)

In accordance with Rule 457(f)(1) and Rule 457(c), as applicable, based on (i) in respect of LMDX common shares to be issued to CAH stockholders, the average of the high ($9.90) and low ($9.87) prices CAH common stock on the Nasdaq Capital Market (“Nasdaq”) on August 26, 2021, and (ii) in respect of LMDX new warrants to be issued to holders of CAH public warrants, the sum of (a) the average of the high ($0.9600) and low ($0.9301) prices for the CAH public warrants on Nasdaq on August 26, 2021 and (b) $11.50, the exercise price of the CAH public warrants. The maximum number of LMDX new warrants and LMDX common shares issuable upon exercise of the LMDX new warrants are being simultaneously registered hereunder. Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to the LMDX new warrants has been allocated to the underlying LMDX common shares and those LMDX common shares are included in the registration fee.

(3)

Pursuant to Rule 457(p) under the Securities Act, the filing fee for this registration statement has been offset in full by fees totaling $10,910 paid in connection with the Registration Statement on Form F-1 (File No: 333-252174) filed by the Registrant. Such registration statement was withdrawn pursuant to Form RW filed on April 7, 2021. Such registration statement was not declared effective and no securities were sold thereunder.

(4)

Represents LMDX common shares issuable in exchange for CAH shares (including the CAH common stock underlying units of CAH). To achieve an exchange ratio of one LMDX common share for each CAH share, LumiraDx shall effect pursuant to the terms of the Merger Agreement a subdivision (the “Merger Subdivision”), immediately prior to the Effective Time, of all issued, and authorized but unissued, LMDX ordinary shares and LMDX common shares at a ratio of 1.60806264:1. The number of LMDX common shares set out above assumes the completion of the Merger Subdivision.

(5)

Represents LMDX common shares issuable to CAH stockholders upon the exercise of the LMDX new warrants. Each whole warrant entitles the holder to purchase one LMDX common share at a price of $11.50 commencing 30 days after the Closing Date (as defined herein). The number of LMDX common shares set out above assumes the completion of the Merger Subdivision.

(6)

Represents the CAH public warrants, which will be assigned to and assumed by LumiraDx at the Effective Time, which we refer to herein as the LMDX new warrants. Each whole LMDX new warrant entitles the holder to purchase one LMDX common share. The number of LMDX new warrants set out above assumes the completion of the Merger Subdivision.

(7)

Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, subdivisions, stock dividends or similar transactions.

(8)

The Registrant previously paid a total registration fee of $23,694.19 in connection with its filings of the Form F-4 on July 7, 2021 and August 27, 2021.

 

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


EXPLANATORY NOTE

LumiraDx Limited is filing this Amendment No. 3 to its registration statement on Form F-4 (File No. 333-257745) (the “Registration Statement”) as an exhibit-only filing. Accordingly, this amendment consists only of the cover page, this explanatory note, Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of directors and officers

Cayman Islands law does not limit the extent to which a company’s articles of association may provide indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as providing indemnification against civil fraud or the consequences of committing a crime. The Amended and Restated Articles provide that each of its executive officers or directors shall be indemnified out of its assets against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such directors or executive officers, other than by reason of such person’s dishonesty, willful default or fraud, in or about the conduct of LumiraDx’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his or her duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning LumiraDx or its affairs in any court whether in the Cayman Islands or elsewhere.

Under the form of indemnification agreement filed as Exhibit 10.4 to this registration statement, LumiraDx will agree to indemnify its directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or executive officer.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling LumiraDx under the foregoing provisions, LumiraDx has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 21. Exhibits and Financial Statements Schedules

(a) Exhibits.

 

Exhibit
Number

  

Description

2.1**    Agreement and Plan of Merger, dated as of April  6, 2021, by and among LumiraDx Limited, LumiraDx Merger Sub, Inc., and CA Healthcare Acquisition Corp. (included as Annex A-1 to the proxy statement/prospectus)
2.2**    Amendment No. 1 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. (included as Annex A-2 to the proxy statement/prospectus)
2.3**    Amendment No. 2 to the Agreement and Plan of Merger, dated as of August  27, 2021, by and among LumiraDx Limited, LumiraDx Merger Sub, Inc., and CA Healthcare Acquisition Corp. (included as Annex A-3 to the proxy statement/prospectus)
3.1**    Memorandum and Articles of Association of LumiraDx Limited, as currently in effect

 

3


Exhibit
Number

 

Description

3.2**   Form of Amended and Restated Memorandum and Articles of Association of LumiraDx Limited (to be adopted upon the completion of the Merger) (included as Annex B to the proxy statement/prospectus)
3.3**   Certificate of Incorporation of CAH
4.1**   Specimen Unit Certificate of CAH
4.2**   Specimen Class A Common Stock Certificate of CAH
4.3**   Specimen Warrant Certificate of CAH
4.4**   Form of Amended and Restated Warrant Agreement to be entered into at Closing by and among Continental Stock Transfer  & Trust Company, LumiraDx Limited and CAH
4.5   Specimen Common Share Certificate of LumiraDx Limited
4.6   Specimen Ordinary Share Certificate of LumiraDx Limited
4.7**   Specimen Warrant Certificate of LumiraDx Limited (included in Exhibit 4.4 as Exhibit A)
4.8**   Sponsor Agreement, dated as of April 6, 2021, by and among CAH, Sponsor and the CAH Initial Stockholders
4.9**   Amendment to the Sponsor Agreement, dated as of August 19, 2021, by and among CAH, Sponsor and the CAH Initial Stockholders
4.10**†   Company Holders Support Agreement, dated as of April  6, 2021, by and among LumiraDx Limited and certain existing equityholders of LumiraDx Limited
4.11**   Form of Amended and Restated Registration Rights Agreement to be entered into at Closing by and among LumiraDx Limited, CAH, Sponsor and the other parties named therein.
4.12**   Warrant Instrument in Respect of Warrants to Subscribe for Ordinary Shares in LumiraDx Limited, dated as of October  3, 2016, issued by the Company to certain warrant holders
4.13**   Form of Warrant Instrument in Respect of Warrants to Subscribe for Ordinary Shares in LumiraDx Limited, dated as of September  20, 2019, issued by the Company to certain warrant holders
4.14**   Convertible Loan Instrument, dated as of October  15, 2019, by and between LumiraDx Limited and Wilmington Trust SP Services (London) Limited as trustee
4.15**   Form of Convertible Loan Note (included in exhibit 4.12 as Schedule 1)
4.16**   Convertible Loan Instrument, dated as of July  1, 2020, by and between LumiraDx Limited and Wilmington Trust SP Services (London) Limited as trustee
4.17**   Form of Convertible Loan Note (included in exhibit 4.14 as Schedule 1)
4.18**   Warrant Instrument in Respect of Warrants to Subscribe for Common Shares in LumiraDx Limited, dated as of July  1, 2020, issued by the Company to certain warrant holders
4.19**   Warrant Instrument in Respect of Warrants to Subscribe for Common Shares in LumiraDx Limited, dated as of November  6, 2020, issued by the Company to Jefferies Finance LLC
4.20**   Warrant Instrument in Respect of Warrants to Subscribe for Common Shares in LumiraDx Limited, dated as of January  20, 2021, issued by the Company to Silicon Valley Bank
4.21**   Form of Warrant Instrument in Respect of Warrants to Subscribe for Common Shares in LumiraDx Limited, to be entered into between LumiraDx Limited and BPCR Limited Partnership and Biopharma Credit Investments V (Master) LP

 

4


Exhibit
Number

 

Description

4.22**   Amended and Restated Company Holders Support Agreement, by and among LumiraDx Limited and certain existing equityholders of LumiraDx Limited
5.1   Opinion of Appleby (Cayman) Ltd as to the validity of the LumiraDx Limited ordinary shares and LumiraDx Limited warrants to be issued.
8.1   Tax Opinion of Sidley Austin LLP
10.1**#   LumiraDx Limited Consultants’ and Non-Employees’ Option Scheme
10.2**#   LumiraDx Limited Unapproved Option Scheme with U.S. Appendix
10.3**#   Form of LumiraDx Limited 2021 Stock Option and Incentive Plan
10.4**   Form of Indemnification Agreement by and between LumiraDx Limited and each of its directors and executive officers
10.5**†   Amended and Restated Cooperation Agreement, dated as of October 17, 2019, by and between LumiraDx Limited and the Bill  & Melinda Gates Foundation
10.6**†   Note Purchase Agreement, dated as of October 17, 2019, by and between LumiraDx Limited and the Bill  & Melinda Gates Foundation, and the Unsecured Subordinated Promissory Note issued thereunder
10.7**†   Grant Agreement, dated as of November 5, 2019, by and between LumiraDx Limited and the Bill  & Melinda Gates Foundation, as amended
10.8**†   Grant Agreement, dated as of October 6, 2020, by and between LumiraDx Limited and the Bill & Melinda Gates Foundation
10.9**†   Exclusivity Agreement, dated as of August 3, 2018, by and between LumiraDx Limited and CVS Pharmacy, Inc.
10.10**†   Purchase Agreement, dated August 14, 2020, by and between LumiraDx Inc. and CVS Pharmacy, Inc.
10.11**†   Manufacturing Services Agreement, dated as of October  18, 2017, by and between the LumiraDx UK Limited and Flextronics Medical Sales and Marketing, Ltd., as amended by the Affiliate Adoption Agreement No. 2, dated as of January 17, 2020
10.12**   Assignation and Variation, dated as of October  28, 2015, by and among LumiraDx Limited, Alere Technologies Limited and The Ashtenne Industrial Fund LP, as amended by Minute of Variation and Extension of Lease, dated as of October  16, 2019, by and between LumiraDx Limited and The Ashtenne Industrial Fund LP
10.13**   Standard Industrial/Commercial Multi-Tenant Lease, dated as of July  29, 2016, by and between LumiraDx Limited and South Cedros Associates, LLC, as amended by Lease Modification and Extension, dated as of June 2, 2020, by and between the Registrant and South Cedros Associates, LLC
10.14**   Loan Agreement, dated as of March  23, 2021 by and among LumiraDx Investment Limited, as borrower, LumiraDx Limited, as a credit party and issuer of the warrants thereunder, LumiraDx Group Limited, as a credit party and parent, BPCR Limited Partnership and BioPharma Credit Investments V (Master) LP, as lenders and BioPharma Credit PLC, as collateral agent
10.15**†   Grant Agreement, dated as of November 7, 2020, by and between LumiraDx Limited and the Bill & Melinda Gates Foundation
10.16**   Intercreditor Agreement, dated as of March  29, 2021, by and among, inter alia, LumiraDx Limited, BioPharma Credit PLC, Wilmington Trust SP Services (London) Limited and certain subsidiaries of LumiraDx Limited

 

5


Exhibit
Number

 

Description

10.17**   Registration Rights Agreement, dated as of August 8, 2018, by and between the Registrant and the investors named therein
10.18**   Registration Rights Agreement, dated as of November 30, 2020, by and between the Registrant and the investors named therein.
10.19**#   Form of LumiraDx Limited 2021 Employee Stock Purchase Plan
21.1   List of subsidiaries of LumiraDx Limited
23.1**   Consent of KPMG LLP, independent registered accounting firm for LumiraDx Limited
23.2**   Consent of Marcum LLP, independent registered accounting firm for CA Healthcare Acquisition Corp.
23.3   Consent of Appleby (Cayman) Ltd (included in Exhibit 5.1).
24.1**   Power of Attorney (included on signature page to the initial filing of the Registration Statement).
99.1   Form of Proxy Card for Special Meeting.

 

**

Previously filed.

#

Indicates a management contract or compensatory plan.

Portions of this exhibit (indicated by brackets and asterisks) have been omitted in accordance with the rules of the SEC.

Item 22. Undertakings

The undersigned registrant hereby undertakes:

 

   

to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

 

   

to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

   

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

 

   

to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

   

that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

 

   

to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and

 

   

to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (1)(d) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of

 

6


securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

   

any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

   

any free writing prospectus relating to the offering prepared by or on behalf of the undersigned

 

   

the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

   

any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

The registrant undertakes that every prospectus: (a) that is filed pursuant to the immediately preceding paragraph, or (b) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by

a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes (i) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt

means; and (ii) to arrange or provide for a facility in the U.S. for the purpose of responding to such requests. The undertaking in subparagraph (i) above includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

 

7


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, United Kingdom, on the 1st day of September, 2021.

 

LUMIRADX LIMITED
By:  

/s/ Ron Zwanziger

Name:

Title:

 

Ron Zwanziger

Chief Executive Officer, Chairman and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

 

NAME

  

POSITION

 

DATE

/s/ Ron Zwanziger

     September 1, 2021
Ron Zwanziger   

Chief Executive Officer, Chairman and Director

(Principal Executive Officer)

 

/s/ Dorian LeBlanc

     September 1, 2021
Dorian LeBlanc   

Chief Financial Officer and Vice President, Global Operations

(Principal Financial Officer and Principal Accounting Officer)

 

*

     September 1, 2021
Jerry McAleer    Director  

*

     September 1, 2021
Dave Scott    Director  

*

     September 1, 2021
Donald Berwick    Director  

*

     September 1, 2021
Bruce Keogh    Director  

*

     September 1, 2021
Lu Huang    Director  

*

     September 1, 2021
Lurene Joseph    Director  

*

     September 1, 2021
Gerald Chan    Director  

 

8


NAME

  

POSITION

 

DATE

*

     September 1, 2021
Troyen A. Brennan    Director  

*

     September 1, 2021
George Neble    Director  

 

LumiraDx, Inc.  
By:  

/s/ Ron Zwanziger

  Authorized Representative in the United States

Name:

Title:

 

Ron Zwanziger

Chief Executive Officer, Chairman and Director

 

 

* Pursuant to Power of Attorney
By:  

/s/ Ron Zwanziger

Name:   Ron Zwanziger
Title:   Attorney-in-Fact

 

9

EX-4.5

EXHIBIT 4.5

 

LOGO

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SAMPLE David Sample **** Mr. Alexander & David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr Alexander David Sample **** Mr. Alexander David Sample **** CUSIP XXXXXX XX X Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander MR David Sample . SAMPLE **** Mr. Alexander David Sample **** &Mr . Alexander MRS David Sample . SAMPLE **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Sample **** Mr. Sample is the owner of **000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares*** *000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares**** 000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****0 THIS CERTIFICATE IS TRANSFERABLE IN 00000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****00 ***ZERO^HUNDRED THOUSAND 0000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****000 CITIES DESIGNATED BY THE TRANSFER 000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****0000 AGENT, AVAILABLE ONLINE AT 00**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****00000 0**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****000000 ZERO HUNDRED AND ZERO*** www.computershare.com **Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****000000* *Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**S FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF LumiraDx Limited (hereinafter called the “Company”), transferable on the books of the Company in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby, are issued and shall be held subject to all of the provisions of the Memorandum and Articles of Association, as amended, of the Company (copies of which are on file with the Company and with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers. DATED DD-MMM-YYYY aDx Li FACSIMILE SIGNATURE TO COME ir mi COUNTERSIGNED AND REGISTERED: m te u POR L R A d COMPUTERSHARE TRUST COMPANY, N.A. CO TE President TRANSFERAGENT AND REGISTRAR, Aug 24, 2016 CAY DS M AN FACSIMILE SIGNATURE TO COME AN ISL By Secretary AUTHORIZED SIGNATURE CUSIP/IDENTIFIER XXXXXX XX X Holder ID XXXXXXXXXX Insurance Value 00.1,000,000 Number of Shares 123456 DTC 12345678901234512345678 PO BOX 505006, Louisville, KY 40233-5006 Certificate Numbers Num/No Denom. Total. MR A SAMPLE 1234567890/1234567890 111 DESIGNATION (IF ANY) 1234567890/1234567890 222 ADD 1 ADD 2 1234567890/1234567890 333 1234567890/1234567890 444 ADD 3 ADD 4 1234567890/1234567890 555 1234567890/1234567890 666 Total Transaction 7


LOGO

. LumiraDx Limited THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE MEMORANDUM AND ARTICLES OF ASSOCIATION, AS AMENDED, OF THE COMPANY, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM—as tenants in common UNIF GIFT MIN ACT -............................................Custodian (Cust) (Minor) TEN ENT —as tenants by the entireties under Uniform Gifts to Minors Act (State) JT TEN as joint tenants with right of survivorship UNIF TRF MIN ACT -............................................Custodian (until age ................................) and not as tenants in common (Cust) .............................under Uniform Transfers to Minors Act (Minor) (State) Additional abbreviations may also be used though not in the above list. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE For value received, hereby sell, assign and transfer unto (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) Shares of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within-named Company with full power of substitution in the premises. Dated: 20 Signature(s) Guaranteed: Medallion Guarantee Stamp THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. Signature: Signature: Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever. The IRS requires that the named transfer agent (“we”) report the cost basis of certain shares or units acquired after January 1, 2011. If your shares or units are covered by the legislation, and you requested to sell or transfer the shares or units using a specific cost basis calculation method, then we have processed as you requested. If you did not specify a cost basis calculation method, then we have defaulted to the first in, first out (FIFO) method. Please consult your tax advisor if you need additional information about cost basis. If you do not keep in contact with the issuer or do not have any activity in your account for the time period specified by state law, your property may become subject to state unclaimed property laws and transferred to the appropriate state.

EX-4.6

Exhibit 4.6

 

LOGO

FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF LumiraDx Limited (hereinafter called the “Company”), transferable on the books of the Company in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby, are issued and shall be held subject to all of the provisions of the Memorandum and Articles of Association, as amended, of the Company (copies of which are on file with the Company and with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers. COMMON STOCK PAR VALUE $0.0000028 LumiraDx Limited INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS FACSIMILE SIGNATURE TO COME President FACSIMILE SIGNATURE TO COME Secretary DATED DD-MMM-YYYY COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR,    


LOGO

. LumiraDx Limited THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE MEMORANDUM AND ARTICLES OF ASSOCIATION, AS AMENDED, OF THE COMPANY, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM—as tenants in common UNIF GIFT MIN ACT -............................................Custodian (Cust) (Minor) TEN ENT —as tenants by the entireties under Uniform Gifts to Minors Act (State) JT TEN —as joint tenants with right of survivorship UNIFâ€^TRF MIN ACT -............................................Custodian (until age ................................) and not as tenants in common (Cust) .............................under Uniform Transfers to Minors Act (Minor) (State) Additional abbreviations may also be used though not in the above list. For value received, ____________________________hereby sell, assign and transfer unto ________________________________________________________________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) ________________________________________________________________________________________________________________________________ ________________________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________ Shares of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _______________________________________________________________________________________________________________________ Attorney to transfer the said stock on the books of the within-named Company with full power of substitution in the premises. Dated: __________________________________________20__________________ Signature(s) Guaranteed: Medallion Guarantee Stamp THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. Signature: ____________________________________________________________ Signature: ____________________________________________________________ Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever. The IRS requires that the named transfer agent (“we”) report the cost basis of certain shares or units acquired after January 1, 2011. If your shares or units are covered by the legislation, and you requested to sell or transfer the shares or units using a specific cost basis calculation method, then we have processed as you requested. If you did not specify a cost basis calculation method, then we have defaulted to the first in, first out (FIFO) method. Please consult your tax advisor if you need additional information about cost basis. If you do not keep in contact with the issuer or do not have any activity in your account for the time period specified by state law, your property may become subject to state unclaimed property laws and transferred to the appropriate state.

EX-5.1

Cayman Office

Appleby (Cayman) Ltd.

71 Fort Street

PO Box 190

Grand Cayman KY1-1104

Cayman Islands

Tel +1 345 949 4900

applebyglobal.com

Exhibit 5.1

 

TO THE ADDRESSEES SET OUT IN

SCHEDULE 4

   Email awisdom@applebyglobal.com
   Direct Dial +1 345 814 2718
   Tel +1 345 949 4900
   Fax +1 345 949 4901
   Appleby Ref 446571.0005
   1 September 2021
Dear Sirs   

LumiraDx Limited (Company)

INTRODUCTION

This opinion as to Cayman Islands law is addressed to you in connection with the filing by the Company of a registration statement on Form F-4, as amended (Registration Statement) registering the issuance by the Company of (i) 14,780,000 common shares (Common Shares), of the Company; and (ii) 5,750,000 common shares underlying warrants, with each warrant entitling the holder to purchase one Common Share (Warrant Shares) to be issued, pursuant to the merger (Merger) contemplated by the Agreement and Plan of Merger, dated as of April 6, 2021, by and among the Company, LumiraDx Merger Sub, Inc. and CA Healthcare Acquisition Corp., as amended (Merger Agreement). This opinion is rendered pursuant to Item 21(a) of Form F-4 promulgated under the United States Securities Act of 1933, as amended (Securities Act) and Items 601(b)(5) and (b)(23) of Regulation S-K promulgated by the United States Securities and Exchange Commission (SEC).

OUR REVIEW

For the purposes of giving this opinion we have examined and relied upon the Registration Statement and the documents listed in Part 2 of Schedule 1 and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth herein. We have not examined any other documents,

For the purposes of giving this opinion we have carried out the Litigation Search described in Part 3 of
Schedule 1.

 


We have not made any other enquiries concerning the Company and in particular we have not investigated or verified any matter of fact or opinion (whether set out in the Registration Statement or elsewhere) other than as expressly stated in this opinion.

Unless otherwise defined herein, capitalised terms have the meanings assigned to them in the Merger Agreement.

LIMITATIONS

Our opinion is limited to, and should be construed in accordance with, the laws of the Cayman Islands at the date of this opinion. We express no opinion on the laws of any other jurisdiction.

This opinion is limited to the matters stated in it and does not extend, and is not to be extended by implication, to any other matters. We express no opinion on the commercial implications of the Registration Statement or whether it gives effect to the commercial intentions of the parties.

This opinion is given solely for the benefit of the Addressees in connection with the matters referred to herein and, except with our prior written consent it may not be transmitted or disclosed to or used or relied upon by any other person or be relied upon for any other purpose whatsoever, save as, and to the extent provided, below.

A copy of this opinion may be provided (a) where required by law or judicial process and (b) for the purpose of information only to the Addressees’ affiliates, professional advisers, auditors, insurers and regulators.

ASSUMPTIONS AND RESERVATIONS

We give the following opinions on the basis of the assumptions set out in Schedule 2 (Assumptions), which we have not verified, and subject to the reservations set out in Schedule 3 (Reservations).

OPINIONS

 

1.

Incorporation and Status: The Company is duly incorporated as an exempted company incorporated with limited liability and existing under the laws of the Cayman Islands and is a separate legal entity.

 

2.

Good Standing: The Company is validly existing and in good standing with the Registrar of Companies of the Cayman Islands.

 


3.

Issuance of Shares and Warrant Shares: Based on the foregoing, and subject to the Assumptions and Reservations, we are of the opinion that (i) when issued in exchange for the CAH Common Shares as contemplated by the Merger Agreement, the Common Shares will be validly issued, fully paid and non-assessable; and (ii) the Warrant Shares, when issued by the Company to the CAH Stockholders against receipt of the exercise price therefor pursuant to the terms of the Merger, in accordance with and in the manner described in the Registration Statement, will be validly issued, fully paid and non-assessable. The term fully paid and non-assessable means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of the Common Shares.

 

4.

Winding Up and Litigation: Based solely upon the Litigation Search:

 

  (a)

no court proceedings are pending against the Company; and

 

  (b)

no court proceedings have been started by or against the Company for the liquidation, winding-up or dissolution of the Company or for the appointment of a liquidator, receiver, trustee or similar officer of the Company or of all or any of its assets.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” in the prospectus forming part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the SEC promulgated thereunder, or Item 509 of the SEC’s Regulation S-K promulgated under the Securities Act.

Yours faithfully,

/s/ Appleby (Cayman) Ltd.

Appleby (Cayman) Ltd.

 


Schedule 1

Part 1

The Registration Statement

 

1.

A PDF copy of the Registration Statement on Form F-4, as amended.

Part 2

Other Documents Examined

 

1.

A PDF copy of the Merger Agreement.

 

2.

A copy of the certificate of incorporation of the Company dated 24 August 2016 (Certificate of Incorporation).

 

3.

A copy of the amended and restated memorandum of association and articles of association of the Company to be adopted on or prior to Closing (together the Constitutional Documents).

 

4.

A copy of the minutes of a meeting of the board of directors of the Company dated 6 April 2021 (Board Resolutions);

 

5.

A copy of the Register of Directors and Officers of the Company dated 30 August 2021 (Register of Directors and Officers).

 

6.

A copy of the results of the Litigation Search.

Part 3

Searches

 

1.

An on-line search, conducted at 12:00 pm on 30 August 2021, of the entries and filings shown and otherwise available for inspection in respect of the Company in the Register of Writs and other Originating Process maintained at the Clerk of the Courts Office in George Town, Cayman Islands for the period of at least 12 months immediately preceding the date of such search (Litigation Search).

 


Schedule 2

Assumptions

We have assumed:

 

1.

(i) that the originals of all documents examined in connection with this opinion are authentic, accurate and complete; and (ii) the authenticity, accuracy, completeness and conformity to original documents of all documents submitted to us as copies;

 

2.

that there has been no change to the information contained in the Registration Statement and the Registration Statement remains in full force and effect and is unamended;

 

3.

that the signatures, initials and seals on all documents and certificates submitted to us as originals or copies of executed originals are authentic;

 

4.

that the Registration Statement does not differ in any material respects from any draft of the same which we have examined and upon which this opinion is based;

 

5.

the truth, accuracy and completeness of all representations and warranties or statements of fact or law (other than as to the laws of the Cayman Islands in respect of matters upon which we have expressly opined) made in the Registration Statement and any other documents reviewed by us;

 

6.

the accuracy, completeness and currency of the records and filing systems maintained at the public offices where we have searched or enquired or have caused searches or enquiries to be conducted, that such search and enquiry did not fail to disclose any information which had been filed with or delivered to the relevant body but had not been processed at the time when the search was conducted and the enquiries were made, and that the information disclosed by the Litigation Search is accurate and complete in all respects and such information has not been materially altered since the date and time of the Litigation Search;

 

7.

that none of the Company’s directors or its registered office has received any notice of any litigation or threatened litigation to which the Company is or may be party;

 

8.

that the Company has not (i) received notice of any stop notice under Order 50 of the Grand Court Rules in respect of any of its shares or (ii) issued any restrictions notice under the Companies Act in respect of the registration of the beneficial ownership of any of its shares, which restrictions notice has not been withdrawn by the Company or ceased by court order;

 


9.

that (i) the Registration Statement is in the form of the document approved in the Board Resolutions, (ii) any meetings at which the Resolutions were passed were duly convened and had a duly constituted quorum present and voting throughout, (iii) all interests of the directors of the Company on the subject matter of the Board Resolutions, if any, were declared and disclosed in accordance with the law and Constitutional Documents, (iv) the Board Resolutions have not been revoked, amended or superseded, in whole or in part, and remain in full force and effect at the date of this opinion, and will be in full force and effect at any time when the Common Shares or the Warrant Shares are issued, offered or sold and that no action will be taken by the Company inconsistent with such Board Resolutions;

 

10.

that the Register of Directors and Officers accurately reflects the names of all directors and officers of the Company as at the date the Board Resolutions were passed or adopted, the date the Registration Statement was executed and as at the date of this opinion;

 

11.

that there is no matter affecting the authority of the directors of the Company to effect entry by the Company into the Registration Statement including breach of duty, lack of good faith, not disclosed by the Constitutional Documents or the Board Resolutions, which would have any adverse implications in relation to the opinions expressed in this opinion;

 

12.

that there are no records of the Company, agreements, documents or arrangements other than the Constitutional Documents, the Board Resolutions and the documents expressly referred to herein as having been examined by us which materially affect, amend or vary the transactions contemplated in the Registration Statement or restrict the powers and authority of the directors of the Company in any way which would affect opinions expressed in this opinion;

 

13.

that any applicable escrow conditions have been met and that any applicable conditions to the obligations of parties to the Registration Statement to effect the transactions contemplated by the Registration Statement will have been met or waived in accordance with their terms;

 

14.

that the Subdivision has taken place;

 

15.

that upon issue of any shares (including the Common Shares and the Warrant Shares) the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof; and

 

16.

that the directors or members of the Company have not taken any steps to have the Company struck off or placed in liquidation, no steps have been taken to wind up the Company and no receiver has been appointed over any of the Company’s property or assets.

 


Schedule 3

Reservations

Our opinion is subject to the following:

 

1.

Litigation Search: Any Litigation Search is not conclusively capable of revealing whether or not there is any originating process, amended originating process pending or any appeal pending in proceedings in which any party is a defendant or respondent as notice of these matters might not be entered on the court registers immediately. Any Litigation Search would not reveal any proceedings against any predecessor entities that may have merged with or into any party under the laws of any jurisdiction nor any proceedings against any of the parties in a name other than the relevant party’s current name.

 

2.

Good Standing: Our opinion as to good standing is based solely upon receipt of the Certificate of Good Standing issued by the Registrar of Companies. The Company shall be deemed to be in good standing under section 200A of the Companies Act on the date of issue of the certificate if all fees and penalties under the Companies Act have been paid and the Registrar of Companies has no knowledge that the Company is in default under the Companies Act.

 

3.

Corporate Documents: The Registry of Companies in the Cayman Islands is not public in the sense that copies of the Constitutional Documents and information on shareholders is not publicly available and information on directors is limited. We have therefore obtained copies of the corporate documents specified in Schedule 1 and relied exclusively on such copies for the verification of such corporate information.

 

4.

Document with an “as of” Date: We express no opinion on the effectiveness of the date of any document which is dated as of or with effect from a date prior to that on which it is authorised, executed, and delivered by all parties thereto.

 


SCHEDULE 4

ADDRESSEES

LumiraDx Limited

c/o Ocorian Trust (Cayman) Limited

PO Box 1350, Windward 3, Regatta Office Park

Grand Cayman KY1-1108

Cayman Islands

 
EX-8.1

Exhibit 8.1

 

LOGO   

SIDLEY AUSTIN LLP

555 WEST FIFTH STREET

LOS ANGELES, CA 90013

+1 213 896 6000

+1 213 896 6600 FAX

  

BEIJING

BOSTON

BRUSSELS
CENTURY CITY
CHICAGO

DALLAS

GENEVA

 

FOUNDED 1866

  

HONG KONG
HOUSTON

LONDON

LOS ANGELES
MUNICH

NEW YORK

PALO ALTO

  

SAN FRANCISCO SHANGHAI
SINGAPORE
SYDNEY

TOKYO
WASHINGTON, D.C.

September 1, 2021

By Email

c/o CA Healthcare Acquisition Corp.

99 Summer Street, Suite 200

Boston, MA 02110

Ladies and Gentlemen:

We have acted as counsel to CA Healthcare Acquisition Corp., a Delaware corporation, (“CAH”), in connection with the Merger, as defined in the Agreement and Plan of Merger by and among LumiraDx Limited, a Cayman Islands exempted company limited by shares with company number 314391 (the Company”), LumiraDx Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and CAH, dated as of April 6, 2021, as amended on August 19th, 2021 and August 27th, 2021 (the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub will merge with and into CAH, with CAH surviving the Merger as a wholly owned subsidiary of the Company. Unless otherwise defined, capitalized terms used herein have the meanings assigned to them in the Merger Agreement.

In rendering the opinion set forth below:

(a) we have examined and relied upon the Registration Statement on Form F-4 of the Company, dated as of August 27, 2021 (File No. 333-257745) (as amended through the date hereof, the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, the Merger Agreement (including all exhibits and attachments thereto), the tax representation letters of CAH and the Company and Merger Sub (respectively) dated as of the date hereof (the “Representation Letters” and, together with the Merger Agreement, the Registration Statement and the Transaction Documents, the “Combination Documents”), and such other agreements, instruments, documents and records as we have deemed necessary or appropriate for the purposes of this opinion letter;

(b) we have assumed, without independent investigation or inquiry, (i) the authenticity and completeness of all documents submitted to us as originals, (ii) the genuineness of all signatures on all documents that we examined, (iii) the conformity to authentic originals and completeness of documents submitted to us as certified, conformed or reproduction copies, (iv) the legal capacity of all natural persons executing documents, (v) the genuineness of signatures, (vi) the due authorization, execution and delivery of the Combination Documents, (vii) the valid existence and good standing of all parties to the Combination Documents, and (viii) the validity, binding effect, and enforceability of the Combination Documents;

Sidley Austin (CA) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.


LOGO

Page 2

 

(c) we have assumed, with your permission, and are relying on without independent investigation, that (i) all covenants, representations and other undertakings set forth in the Combination Documents have been or will be performed in accordance with the terms thereof, (ii) the transactions contemplated by the Merger Agreement have been or will be consummated in accordance with the terms thereof and applicable corporation laws (including the DGCL), (iii) none of the terms and conditions contained in the Merger Agreement have been or will be waived or modified, (iv) aside from the Combination Documents, there are no other written or oral agreements or arrangements between the parties regarding the Merger and (v) not more than fifty percent (50%) of the assets of CAH will be used to redeem shares of common stock of CAH in contemplation of, or in connection with, the Merger;

(d) we have examined and relied upon, and have assumed, without independent investigation or inquiry, the accuracy of (at the Effective Time), all statements regarding factual matters, representations, warranties and covenants contained in the Combination Documents and the statements made in the certificates of officers and representatives of CAH, the Company and Merger Sub delivered to us, including the Representation Letters, and with respect to any statements, representations and warranties in any of the foregoing that are made “to the knowledge of” or based on the “belief” or “intent” of CAH, the Company, Merger Sub or any other person, or that are similarly qualified, we have assumed that such statements, representations and warranties are accurate, in each case without such qualification, and, as to all matters for which a person or entity has represented that such person or entity does not have any plan or intention, we have assumed that there is no such plan or intention; and

(e) we have assumed that, pursuant to the Merger Agreement, CAH, the Company and Merger Sub will treat the Merger for United States federal income tax purposes, and will report the Merger on their respective United States federal income tax returns (to the extent applicable), in a manner consistent with the opinion set forth below.

No assurance can be given as to the effect on the opinion set forth below if any of the foregoing assumptions is or becomes inaccurate.

Based solely upon and subject to the foregoing, the limitations, qualifications and assumptions set forth herein, and the discussion in the Registration Statement under the heading “CERTAIN MATERIAL INCOME TAX CONSIDERATIONS—Certain Material U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Consequences of the Merger— Characterization of the Merger,” we are of the opinion that under current United States federal income tax law, it is more likely than not that: (a) the Merger will qualify as a reorganization


LOGO

Page 3

 

pursuant to Section 368(a) of the Code and (b) the Company will be treated as a corporation under Section 367(a) of the Code with respect to each transfer of property thereto in connection with the Merger, other than a transfer by a shareholder that would be a “five-percent transferee shareholder” (within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of the Company immediately following the Merger that does not enter into a five-year agreement with the Internal Revenue Service, in the form provided in Treasury Regulations Section 1.367(a)-8(c), to recognize gain under certain circumstances.

Assuming the correctness of the conclusions set forth in clauses (a) and (b) of the preceding paragraph, and, if applicable, the “five-percent transferee shareholder” files a gain recognition agreement and no triggering event with respect to such gain recognition agreement occurs, the United States federal income tax consequences for holders of shares of CAH Common Stock and CAH Warrants (other than the Sponsor Warrants) who receive Company Common Shares in exchange for their shares of CAH Common Stock or whose CAH Warrants are assigned to, and assumed by, the Company, pursuant to the Merger will be as follows:

 

   

no gain or loss will be recognized;

 

   

the aggregate basis of the Company Common Shares received in the Merger will be the same as the aggregate basis of the CAH Common Stock for which they are exchanged;

 

   

the aggregate basis of the warrants exercisable for Company Common Shares will be the same as the aggregate basis of the CAH Warrants that were assigned to, and assumed by, the Company from the Effective Time; and

 

   

the holding period of the Company Common Shares and the warrants exercisable for Company Common Shares received pursuant to the Merger will be the same as the holding period of the shares of CAH Common Stock and the CAH Warrants, respectively, for which they are exchanged.

This opinion is based upon the Code, the Treasury Regulations thereunder, and administrative and judicial interpretations thereof, all as in effect on the date hereof. It should be noted that such laws, Treasury Regulations, judicial decisions, administrative interpretations and other authorities are subject to change at any time and, in some circumstances, with retroactive effect. A change in any of the authorities upon which our opinion is based, or any variation or difference in any fact from those set forth or assumed herein, could affect our conclusions herein. No assurance can be given that the Internal Revenue Service will agree with this opinion or that, if the Internal Revenue Service were to take a contrary position, such position would not ultimately be sustained by the courts.


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We inform you that any United States federal income tax advice contained in this opinion is limited solely to the United States federal income tax issues addressed in the opinion. Other than as expressly stated above, we express no opinion regarding the tax treatment of the Merger under the laws of the United States or any state or local government within the United States or under the laws of any foreign country. Additionally, we express no opinion regarding any other tax consequences of the transactions, or on any issue relating to CAH, the Company or Merger Sub or, in each case, to any investment therein or under any other law.

The opinions set forth above are expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the matters stated, represented or assumed herein or any subsequent changes in applicable law or interpretations thereof. We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention with respect to the opinions expressed above, including any changes in applicable law that may hereafter occur.

This opinion letter is rendered only as of the date hereof and could be affected by changes in facts, circumstances or the law, or other events or developments that hereafter may occur or be brought to our attention. We assume no responsibility to advise you or any other person of any such change, event or development.

This opinion letter is rendered only to CAH in connection with the Merger and may be relied upon by the Company. This opinion letter may not be relied upon for any other purpose, or relied upon by any other person or entity for any purpose without our prior written consent.

We consent to filing this opinion as an exhibit to the Registration Statement and to the reference to Sidley Austin LLP and this opinion in the Registration Statement under the heading “CERTAIN MATERIAL INCOME TAX CONSIDERATIONS—Certain Material U.S. Federal Income Tax Considerations—U.S. Federal Income Tax Consequences of the Merger— Characterization of the Merger.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder by the Commission.

 

Sincerely,
/s/ Sidley Austin LLP
Sidley Austin LLP
EX-21.1

Exhibit 21.1

SUBSIDIARIES

The following are the subsidiaries of LumiraDx Limited.

 

Legal Name of Subsidiary

  

Jurisdiction of Organization

ACS Acquisition LLC    United States
Biomedical Service S.r.l.    Italy
Lumira SAS    Colombia
Lumira Healthcare Ltda    Brazil
LumiraDx (Pty) Limited    South Africa
LumiraDx A/S    Denmark
LumiraDx AB    Sweden
LumiraDx AS    Norway
LumiraDx Benelux B.V.    Netherlands
LumiraDx B.V.    Netherlands
LumiraDx Brazil Holdings Ltd    United Kingdom
LumiraDx Care Solutions UK Ltd    United Kingdom
LumiraDx Colombia Holdings Ltd    United Kingdom
LumiraDx GmbH    Germany
LumiraDx GmbH    Austria
LumiraDx GmbH    Switzerland
LumiraDx Group Limited    United Kingdom
LumiraDx Healthcare Limited    India
LumiraDx Healthcare LLC    United States
LumiraDx Healthcare S.L.    Spain
LumiraDx, Inc.    United States
LumiraDx International Ltd    United Kingdom
LumiraDx Investment Limited    United Kingdom
LumiraDx Japan Co, LTD.    Japan
LumiraDx Ltd    United Kingdom
LumiraDx Ltd (697647)    Ireland
LumiraDx Merger Sub, Inc.    United States
LumiraDx Oy    Finland
LumiraDx SAS    France
LumiraDx Technology Ltd    United Kingdom
LumiraDx UK Ltd    United Kingdom
SureSensors Limited    United Kingdom
EX-99.1

Exhibit 99.1

 

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YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet—Q U I CK E A SY IMMEDIATE—24 Hours a Day, 7 Days a Week or by Mail CA HEALTHCARE ACQUISITION CORP. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time, on [•] [•], 2021. I www NTERNET .cstproxyvote – .com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. Vote at the Meeting – If you plan to attend the virtual online special meeting, you will need your 12 digit control number to vote electronically at the special meeting https://www . To .attend cstproxy the .com/cahcspac/2021 special meeting, visit: MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED PROXY THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 THROUGH 3. Proposal No. 1 – The Merger Proposal – to consider FOR AGAINST ABSTAIN and approve the merger of LumiraDx Merger Sub, Inc. (“Merger Sub”), a newly formed Delaware corporation and wholly owned subsidiary of LumiraDx Limited (“LumiraDx”), with and into CAH, with CAH being the surviving corporation in the merger (“Merger”), pursuant to the Agreement and Plan of Merger, dated as of April 6, 2021, as amended pursuant to amendments to the merger agreement, dated August 19, 2021 and August 27, 2021, (collectively, the “Merger Agreement”) by and among LumiraDx, Merger Sub and CAH. Proposal No. 2 – The Charter Proposals – to consider FOR AGAINST ABSTAIN and approve the following material differences between the constitutional documents of LumiraDx that will be in effect upon the closing of the Merger and CAH’s current certificate of incorporation: The name of the new public entity will be “LumiraDx Limited” as opposed to “CA Healthcare Acquisition Corp.” The authorized share capital of the new public entity will be US$10,290 divided into, assuming completion of the Merger Subdivision, (1) 1,769,292,966 LMDX ordinary shares with a par value (to seven decimal places) of $0.0000028 per LMDX ordinary share, (2) 1,769,292,966 LMDX common shares with a par value (to seven decimal places) of $0.0000028 per LMDX common share and (3) undesignated shares of such class or classes (however designated) as the board of directors of LumiraDx may determine, as opposed to CAH having 110,000,000 authorized shares of common stock and 1,000,000 authorized shares of preferred stock. The new public entity has two classes of shares, being the LMDX common shares and the LMDX ordinary shares, such that each holder of LMDX common shares will be entitled to one vote on any proposed shareholder resolution for each such share and each holder of LMDX ordinary shares will be entitled to ten votes on any proposed shareholder resolution for each such share. The new public entity shall have two classes of directors, other than the LMDX Founder Directors, serving staggered terms with the terms of the Class I and Class II directors expiring at the annual general meeting of shareholders to be held in 2022 and 2023, respectively, and each term expiring two years thereafter, in each case. The new public entity’s constitutional documents will not include the various provisions applicable only to special purpose acquisition corporations that CAH’s amended and restated certificate of incorporation contains (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time). Proposal No. 3 – to consider and vote upon a proposal FOR AGAINST ABSTAIN to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if CAH has not received sufficient votes at the special meeting to enable it to consummate the business combination contemplated by the Merger Agreement. PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE ABOVE SIGNED STOCKHOLDER. IF YOU RETURN A SIGNED AND DATED PROXY BUT NO DIRECTION IS MADE, YOUR COMMON STOCK WILL BE VOTED “FOR” THE PROPOSALS SET FORTH ABOVE. Signature___________________________________ Signature, if held jointly______________________________________ Date_____________2021. Signature should agree with name printed hereon. If shares are held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.


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Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be held on [ • ]: The notice of the Special Meeting and the accompanying Proxy Statement/Consent Solicitation Statement/Prospectus are available at: https://www.cstproxy.com/cahcspac/2021 Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Proxy Statement/Consent Solicitation/Prospectus. FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED PROXY CA HEALTHCARE ACQUISITION CORP. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING TO BE HELD ON [ • ] The undersigned appoints [•] as proxy, with the full power to act and the power to appoint a substitute, and hereby authorizes such person to represent and to vote, as designated below, all common stock of CA Healthcare Acquisition Corp., a Delaware corporation (“CAH”), which the undersigned is entitled to vote at the Special Meeting of Stockholders to be held on [•], 2021 at [•] a.m. Eastern, virtually at https://www.cstproxy.com/cahcspac/2021, or any postponement or adjournment thereof. Such shares shall be voted as indicated with respect to the proposals listed on the reverse sign hereof and in the proxy’s discretion on such other matters as may properly come before the meeting or any adjournment or postponement thereof. Without limiting the general authorization hereby given, said proxy is instructed to vote or act as follows on the proposals set forth in this Proxy. The undersigned acknowledges receipt of the accompanying proxy statement/prospectus and revokes all prior proxies for said meeting. THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF YOU RETURN A SIGNED AND DATED PROXY BUT NO SPECIFIC DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE PROPOSALS SET FORTH BELOW. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY. (Continued, and to be marked, dated and signed, on the other side)