SMIH / Summit Healthcare Acquisition Corp - Class A - SEC-arkivering, Årsberetning, Fuldmagtserklæring

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 16, 2023 SUMMIT HEALTHCARE AC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 16, 2023 SUMMIT HEALTHCARE ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40466 SUMMIT HEALTHCARE ACQUISITION CORP. (Exact name of registrant as s

YS BIOPHARMA AND SUMMIT HEALTHCARE ANNOUNCE SHAREHOLDER APPROVAL OF BUSINESS COMBINATION

Exhibit 99.1 YS BIOPHARMA AND SUMMIT HEALTHCARE ANNOUNCE SHAREHOLDER APPROVAL OF BUSINESS COMBINATION · Business Combination to deliver approximately $36 million of gross proceeds · YS Biopharma expects to close the Business Combination on March 16, 2023 · YS Biopharma Ordinary Shares and YS Biopharma Warrants expected to begin trading on the Nasdaq on March 17, 2023 under the symbols “YS” and “YS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 14, 2023 SUMMIT HEALTHCARE AC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 14, 2023 SUMMIT HEALTHCARE ACQUISITION CORP.

YS BIOPHARMA AND SUMMIT HEALTHCARE ANNOUNCE SHAREHOLDER APPROVAL OF BUSINESS COMBINATION

Filed by YS Biopharma Co., Ltd. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Summit Healthcare Acquisition Corp. Commission File No.: 001-40466 Date: March 14, 2023 YS BIOPHARMA AND SUMMIT HEALTHCARE ANNOUNCE SHAREHOLDER APPROVAL OF BUSINESS COMBINATION · Business C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 21, 2023 SUMMIT HEALTHCARE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 21, 2023 SUMMIT HEALTHCARE ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 21, 2023 SUMMIT HEALTHCARE

Filed by YishengBio Co., Ltd pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Summit Healthcare Acquisition Corp. Commission File No.: 001-40466 Date: February 21, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuan

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the und

KYG8566R1020 / Summit Healthcare Acquisition Corp. / CANTOR FITZGERALD SECURITIES - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Summit Healthcare Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G8566R102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropr

KYG8566R1020 / Summit Healthcare Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Summit Healthcare Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G8566R102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

KYG8566R1020 / Summit Healthcare Acquisition Corp. / ARISTEIA CAPITAL LLC Passive Investment

SC 13G 1 sc13gsummithealthcare.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) Summit Healthcare Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G8566R102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Under Rule 14a-12 SUMMIT HEALTHCARE ACQUISITION CORP.

SUMMIT HEALTHCARE ACQUISITION CORP. AND YS BIOPHARMA ANNOUNCE EFFECTIVENESS OF REGISTRATION STATEMENT AND EXTRAORDINARY GENERAL MEETING DATE FOR PROPOSED BUSINESS COMBINATION

Filed by YishengBio Co., Ltd pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Summit Healthcare Acquisition Corp. Commission File No.: 001-40466 Date: February 8, 2023 SUMMIT HEALTHCARE ACQUISITION CORP. AND YS BIOPHARMA ANNOUNCE EFFECTIVENESS OF REGISTRATION STATEMENT

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 3, 2023 SUMMIT HEALTHCARE ACQUISITION CORP.

KYG8566R1020 / Summit Healthcare Acquisition Corp. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) SUMMIT HEALTHCARE ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G8566R102 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this statement) Check the appropria

KYG8566R1020 / Summit Healthcare Acquisition Corp. / BFAM Partners (Cayman) Ltd Passive Investment

SC 13G/A 1 formsc13g-summit.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Summit Healthcare Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G8566R102 (CUSIP Number) December 31, 2022 Date of Event Which Requires Filing of thi

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 11, 2023 SUMMIT HEALTHCARE ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . SUMMIT HEALTHCARE ACQUISITION CORP. (Exact name

Business Combination Agreement, dated as of September 29, 2022, by and among Summit, YS Biopharma, Merger Sub I and Merger Sub II.

Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among YishengBio Co., Ltd., Oceanview Bioscience Acquisition Co., Ltd., Hudson Biomedical Group Co., Ltd., and Summit Healthcare Acquisition Corp. dated as of September 29, 2022 Table of Contents Page Article I CERTAIN DEFINITIONS 4 Section 1.1 Definitions 4 Section 1.2 Construction 17 Article II TRANSACTIONS; CLOSING 18 Section 2.1 Pre-Closing Act

Corporate Presentation September 29, 2022

Exhibit 99.2 Corporate Presentation September 29, 2022 2 Disclaimer About this Presentation By attending the meeting where this presentation is made, or by reading the presentation materials, you agree to be bound by the following limitations : The information in this presentation has been prepared by representatives of YishengBio Co . , Ltd (the ?Company?) for use in presentations by the Group at

YS BIOPHARMA TO MERGE WITH NASDAQ-LISTED SUMMIT HEALTHCARE ACQUISITION CORP.

Exhibit 99.1 YS BIOPHARMA TO MERGE WITH NASDAQ-LISTED SUMMIT HEALTHCARE ACQUISITION CORP. ? Transaction values YS Biopharma at pre-money equity value of $834 million ? Certain investors (?Forward Purchase Investors?) are expected to invest $30 million in a private placement concurrently with the closing of the business combination transaction pursuant to certain forward purchase agreements ? Up to

Business Combination Agreement, dated as of September 29, 2022, by and among Summit, YS Biopharma, Merger Sub I and Merger Sub II.

Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among YishengBio Co., Ltd., Oceanview Bioscience Acquisition Co., Ltd., Hudson Biomedical Group Co., Ltd., and Summit Healthcare Acquisition Corp. dated as of September 29, 2022 Table of Contents Page Article I CERTAIN DEFINITIONS 4 Section 1.1 Definitions 4 Section 1.2 Construction 17 Article II TRANSACTIONS; CLOSING 18 Section 2.1 Pre-Closing Act

Shareholder Support Agreement and Deed, dated as of September 29, 2022, by and among Summit, YS Biopharma, certain shareholders of YS Biopharma, Sponsor, and other parties thereto.

Exhibit 10.1 SHAREHOLDER SUPPORT AGREEMENT AND DEED This Shareholder Support Agreement and Deed (this ?Agreement?) is made and entered into September 29, 2022, by and among (i) YishengBio Co., Ltd., a Cayman Islands exempted company (the ?Company?), (ii) Summit Healthcare Acquisition Corp., a Cayman Islands exempted company (?SPAC?), (iii) Summit Healthcare Acquisition Sponsor LLC, a Cayman Island

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2022 SUMMIT HEALTHCARE ACQUISITION CORP.

Warrant Assignment Agreement, dated as of September 29, 2022, by and among Summit, YS Biopharma and Warrant Agent.

Exhibit 10.2 WARRANT ASSIGNMENT AGREEMENT Among Summit HEALTHCARE ACQUISITION CORP., Yishengbio co., ltd. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated September 29, 2022 This Warrant Assignment Agreement (this ?Agreement?), dated September 29, 2022, is made by and among Summit Healthcare Acquisition Corp., a Cayman Islands exempted company (?SPAC?), YishengBio Co., Ltd., a Cayman Islands e

Promissory Note, dated as of September 29, 2022, by Summit

Exhibit 2.2 THIS PROMISSORY NOTE (THIS ?NOTE?) AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECU

Corporate Presentation September 29, 2022

Exhibit 99.2 Corporate Presentation September 29, 2022 2 Disclaimer About this Presentation By attending the meeting where this presentation is made, or by reading the presentation materials, you agree to be bound by the following limitations : The information in this presentation has been prepared by representatives of YishengBio Co . , Ltd (the ?Company?) for use in presentations by the Group at

Promissory Note, dated as of September 29, 2022, by Summit

EX-2.2 3 tm2226545d2ex2-2.htm EXHIBIT 2.2 Exhibit 2.2 THIS PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTR

Warrant Assignment Agreement, dated as of September 29, 2022, by and among Summit, YS Biopharma and Warrant Agent.

Exhibit 10.2 WARRANT ASSIGNMENT AGREEMENT Among Summit HEALTHCARE ACQUISITION CORP., Yishengbio co., ltd. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated September 29, 2022 This Warrant Assignment Agreement (this ?Agreement?), dated September 29, 2022, is made by and among Summit Healthcare Acquisition Corp., a Cayman Islands exempted company (?SPAC?), YishengBio Co., Ltd., a Cayman Islands e

Promissory Note, dated as of September 29, 2022, by Summit

Exhibit 2.2 THIS PROMISSORY NOTE (THIS ?NOTE?) AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECU

Shareholder Support Agreement and Deed, dated as of September 29, 2022, by and among Summit, YS Biopharma, certain shareholders of YS Biopharma, Sponsor, and other parties thereto.

Exhibit 10.1 SHAREHOLDER SUPPORT AGREEMENT AND DEED This Shareholder Support Agreement and Deed (this ?Agreement?) is made and entered into September 29, 2022, by and among (i) YishengBio Co., Ltd., a Cayman Islands exempted company (the ?Company?), (ii) Summit Healthcare Acquisition Corp., a Cayman Islands exempted company (?SPAC?), (iii) Summit Healthcare Acquisition Sponsor LLC, a Cayman Island

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2022 SUMMIT HEALTHCAR

Filed by YishengBio Co., Ltd. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Summit Healthcare Acquisition Corp. Commission File No.: 001-40466 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d

YS BIOPHARMA TO MERGE WITH NASDAQ-LISTED SUMMIT HEALTHCARE ACQUISITION CORP.

Exhibit 99.1 YS BIOPHARMA TO MERGE WITH NASDAQ-LISTED SUMMIT HEALTHCARE ACQUISITION CORP. ? Transaction values YS Biopharma at pre-money equity value of $834 million ? Certain investors (?Forward Purchase Investors?) are expected to invest $30 million in a private placement concurrently with the closing of the business combination transaction pursuant to certain forward purchase agreements ? Up to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2022 SUMMIT HEALTHCAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2022 SUMMIT HEALTHCARE ACQUISITION CORP.

Shareholder Support Agreement and Deed, dated as of September 29, 2022, by and among Summit, YS Biopharma, certain shareholders of YS Biopharma, Sponsor, and other parties thereto.

EX-10.1 4 tm2226545d5ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SHAREHOLDER SUPPORT AGREEMENT AND DEED This Shareholder Support Agreement and Deed (this “Agreement”) is made and entered into September 29, 2022, by and among (i) YishengBio Co., Ltd., a Cayman Islands exempted company (the “Company”), (ii) Summit Healthcare Acquisition Corp., a Cayman Islands exempted company (“SPAC”), (iii) Summit Health

Business Combination Agreement, dated as of September 29, 2022, by and among Summit, YS Biopharma, Merger Sub I and Merger Sub II.

Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among YishengBio Co., Ltd., Oceanview Bioscience Acquisition Co., Ltd., Hudson Biomedical Group Co., Ltd., and Summit Healthcare Acquisition Corp. dated as of September 29, 2022 Table of Contents Page Article I CERTAIN DEFINITIONS 4 Section 1.1 Definitions 4 Section 1.2 Construction 17 Article II TRANSACTIONS; CLOSING 18 Section 2.1 Pre-Closing Act

Warrant Assignment Agreement, dated as of September 29, 2022, by and among Summit, YS Biopharma and Warrant Agent.

Exhibit 10.2 WARRANT ASSIGNMENT AGREEMENT Among Summit HEALTHCARE ACQUISITION CORP., Yishengbio co., ltd. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated September 29, 2022 This Warrant Assignment Agreement (this ?Agreement?), dated September 29, 2022, is made by and among Summit Healthcare Acquisition Corp., a Cayman Islands exempted company (?SPAC?), YishengBio Co., Ltd., a Cayman Islands e

YS BIOPHARMA TO MERGE WITH NASDAQ-LISTED SUMMIT HEALTHCARE ACQUISITION CORP.

Exhibit 99.1 YS BIOPHARMA TO MERGE WITH NASDAQ-LISTED SUMMIT HEALTHCARE ACQUISITION CORP. ? Transaction values YS Biopharma at pre-money equity value of $834 million ? Certain investors (?Forward Purchase Investors?) are expected to invest $30 million in a private placement concurrently with the closing of the business combination transaction pursuant to certain forward purchase agreements ? Up to

Corporate Presentation September 29, 2022

Exhibit 99.2 Corporate Presentation September 29, 2022 2 Disclaimer About this Presentation By attending the meeting where this presentation is made, or by reading the presentation materials, you agree to be bound by the following limitations : The information in this presentation has been prepared by representatives of YishengBio Co . , Ltd (the ?Company?) for use in presentations by the Group at

Joint Filing Agreement, dated as of August 23, 2022, by and among the Reporting Persons

EX-99.1 2 ea164747ex99-1summit.htm JOINT FILING AGREEMENT, DATED AS OF AUGUST 23, 2022, BY AND AMONG THE REPORTING PERSONS EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an

KYG8566R1020 / Summit Healthcare Acquisition Corp. / CANTOR FITZGERALD SECURITIES - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Summit Healthcare Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G8566R102 (CUSIP Number) August 17, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . SUMMIT HEALTHCARE ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . SUMMIT HEALTHCARE ACQUISITION CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-4

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, As Amended*

Exhibit 4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, As Amended The following description sets forth certain material terms and provisions of the securities of Summit Healthcare Acquisition Corp. (?we,? ?us? or ?our?) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). The following

KYG8566R1020 / Summit Healthcare Acquisition Corp. / BFAM Partners (Cayman) Ltd Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Summit Healthcare Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G8566R102 (CUSIP Number) December 31, 2021 Date of Event Which Requires Filing of this Statement Check the appropriat

KYG8566R1020 / Summit Healthcare Acquisition Corp. / BFAM Partners (Cayman) Ltd Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Summit Healthcare Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G8566R102 (CUSIP Number) December 31, 2021 Date of Event Which Requires Filing of this Statement Check the appropriat

KYG8566R1020 / Summit Healthcare Acquisition Corp. / Summit Healthcare Acquisition Sponsor LLC - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No.)* Under the Securities Exchange Act of 1934 Summit Healthcare Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G8566R 102** (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropr

KYG8566R1020 / Summit Healthcare Acquisition Corp. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) SUMMIT HEALTHCARE ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G8566R102 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the appropria

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 22, 2021 SUMMIT HEALTHCARE ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . SUMMIT HEALTHCARE ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40466 CUSIP Number: G8566R 102 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40466 CUSIP Number: G8566R 102 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐

SMIH / Summit Healthcare Acquisition Corp. Class A Ordinary Share / BFAM Partners (Cayman) Ltd Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Summit Healthcare Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G8566R102 (CUSIP Number) August 16, 2021 Date of Event Which Requires Filing of this Statement Check the appropriate b

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . SUMMIT HEALTHCARE ACQUISITION CORP.

Financial Statements and Exhibits, Other Events

8-K 1 dp1550868k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 27, 2021 Summit Healthcare Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40466 98-1574360 (State or othe

Summit Healthcare Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing July 30, 2021

EX-99.1 2 dp155086ex9901.htm EXHIBIT 99.1 Exhibit 99.1 Summit Healthcare Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing July 30, 2021 Hong Kong – July 27, 2021 – Summit Healthcare Acquisition Corp. (the “Company”) announced today that, commencing July 30, 2021, holders of the units sold in the Company’s initial public offering of 20,000,000

SMIHU / Summit Healthcare Acquisition Corp. Units / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 SUMMIT HEALTHCARE ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G8566R128** (CUSIP Number) JUNE 22, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2021 Summit Healthcare Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40466 98-1574360 (State or other jurisdiction of in

SUMMIT HEALTHCARE ACQUISITION CORP. Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of June 11, 2021 F-3 Notes to Financial Statement F-4

Table of Contents Exhibit 99.1 SUMMIT HEALTHCARE ACQUISITION CORP. Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of June 11, 2021 F-3 Notes to Financial Statement F-4 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Summit Healthcare Acquisition Corp Opinion on the Financial Statement We

Amended and Restated Memorandum and Articles of Association

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SUMMIT HEALTHCARE ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTION DATED 8 JUNE 2021 AND EFFECTIVE ON 8 JUNE 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SU

Private Placement Warrants Purchase Agreement, dated June 8, 2021, between the Company and Summit Healthcare Acquisition Sponsor LLC

Exhibit 10.1 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of June 8, 2021, is entered into by and between Summit Healthcare Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Summit Healthcare Acquisition Sponso

Forward Purchase Agreement, dated April 30, 2021, between the Registrant, Summit Healthcare Acquisition Sponsor LLC and Snow Lake Capital (HK) Limited

Exhibit 10.6 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of April 30, 2021 among Summit Healthcare Acquisition Corp., a Cayman Islands exempted company (the “Company”), Summit Healthcare Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and the party listed as the purchaser on the signature page hereof (the “Pur

Administrative Services Agreement, dated June 8, 2021, between the Company and Summit Healthcare Acquisition Sponsor LLC

Exhibit 10.5 SUMMIT HEALTHCARE ACQUISITION CORP. Unit 1101, 11th Floor, 1 Lyndhurst Tower 1 Lyndhurst Terrace, Central Hong Kong June 8, 2021 Summit Healthcare Acquisition Sponsor LLC Unit 1101, 11th Floor, 1 Lyndhurst Tower 1 Lyndhurst Terrace, Central Hong Kong Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the regist

Forward Purchase Agreement, dated April 30, 2021, between the Registrant, Summit Healthcare Acquisition Sponsor LLC and The Valliance Fund

Exhibit 10.7 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of April 30, 2021 among Summit Healthcare Acquisition Corp., a Cayman Islands exempted company (the “Company”), Summit Healthcare Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and the party listed as the purchaser on the signature page hereof (the “Pur

Investment Management Trust Agreement, dated June 8, 2021, between Continental Stock Transfer & Trust Company and the Company

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of June 8, 2021 by and between Summit Healthcare Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration state

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2021 Summit Healthcare Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40466 98-1574360 (State or other jurisdiction of inc

Letter Agreement, dated June 8, 2021, among the Company, and Summit Healthcare Acquisition Sponsor LLC and each director and executive officer of the Company

Exhibit 10.4 June 8, 2021 Summit Healthcare Acquisition Corp. Unit 1101, 11th Floor, 1 Lyndhurst Tower 1 Lyndhurst Terrace, Central Hong Kong Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into between Summit Healthcare Acquisition Corp., a Cayman

Warrant Agreement, dated June 8, 2021, between Continental Stock Transfer & Trust Company and the Company

Exhibit 4.1 WARRANT AGREEMENT SUMMIT HEALTHCARE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated June 8, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated June 8, 2021, is by and between Summit Healthcare Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such c

Underwriting Agreement, dated June 8, 2021, by and between the Company and BofA Securities, Inc.

Exhibit 1.1 SUMMIT HEALTHCARE ACQUISITION CORP. a Cayman Islands exempted company 20,000,000 Units UNDERWRITING AGREEMENT Dated: June 8, 2021 Summit Healthcare Acquisition Corp. (a Cayman Islands exempted company) 20,000,000 Units UNDERWRITING AGREEMENT June 8, 2021 BofA Securities, Inc. as Representative of the several Underwriters c/o BofA Securities, Inc. One Bryant Park New York, New York 1003

Registration and Shareholder Rights Agreement, dated June 8, 2021, among the Company, Summit Healthcare Acquisition Sponsor LLC and the other holders party thereto

Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of June 8, 2021, is made and entered into by and among Summit Healthcare Acquisition Corp., a Cayman Islands exempted company (the ?Company?), Summit Healthcare Acquisition Sponsor LLC, a Cayman Islands limited liability company (the ?Sponsor?), and the undersi

Summit Healthcare Acquisition Corp. 20,000,000 Units

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-255722 Summit Healthcare Acquisition Corp. $200,000,000 20,000,000 Units Summit Healthcare Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with on

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 SUMMIT HEALTHCARE ACQUISITION CORP. (Exact Name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 SUMMIT HEALTHCARE ACQUISITION CORP.

[Signature Pages to Follow]

BofA Securities, Inc. One Bryant Park New York, New York 10036 As representative of the several underwriters June 4, 2021 VIA EDGAR Ms. Abby Adams, Mr. Christopher Edwards U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C., 20549 Re: Summit Healthcare Acquisition Corp. (CIK No. 1839185) Registration Statement on Form S-

Summit Healthcare Acquisition Corp. Unit 1101, 11th Floor 1 Lyndhurst Tower, 1 Lyndhurst Terrace Central, Hong Kong June 4, 2021

Summit Healthcare Acquisition Corp. Unit 1101, 11th Floor 1 Lyndhurst Tower, 1 Lyndhurst Terrace Central, Hong Kong June 4, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Abby Adams and Christopher Edwards Re: Summit Healthcare Acquisition Corp. Registration Statement on Form S-1 File No

[Signature Page Follows]

CORRESP 1 filename1.htm BofA Securities, Inc. One Bryant Park New York, New York 10036 As representative of the several underwriters June 3, 2021 VIA EDGAR Ms. Abby Adams, Mr. Christopher Edwards U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C., 20549 Re: Withdrawal of Request for Acceleration of Effective Date Summit

26th Floor, Gloucester Tower The Landmark 15 Queen’s Road Central Hong Kong Telephone: +852 3761 3300 Facsimile: +852 3761 3301

26th Floor, Gloucester Tower The Landmark 15 Queen?s Road Central Hong Kong Telephone: +852 3761 3300 Facsimile: +852 3761 3301 www.

Summit Healthcare Acquisition Corp. Unit 1101, 11th Floor 1 Lyndhurst Tower, 1 Lyndhurst Terrace Central, Hong Kong June 3, 2021

Summit Healthcare Acquisition Corp. Unit 1101, 11th Floor 1 Lyndhurst Tower, 1 Lyndhurst Terrace Central, Hong Kong June 3, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Abby Adams and Christopher Edwards Re: Summit Healthcare Acquisition Corp. Registration Statement on Form S-1 File No

As filed with the United States Securities and Exchange Commission on June 3, 2021 under the Securities Act of 1933, as amended.

Table of Contents As filed with the United States Securities and Exchange Commission on June 3, 2021 under the Securities Act of 1933, as amended.

Summit Healthcare Acquisition Corp. Unit 1101, 11th Floor 1 Lyndhurst Tower, 1 Lyndhurst Terrace Central, Hong Kong June 1, 2021

CORRESP 1 filename1.htm Summit Healthcare Acquisition Corp. Unit 1101, 11th Floor 1 Lyndhurst Tower, 1 Lyndhurst Terrace Central, Hong Kong June 1, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Abby Adams and Christopher Edwards Re: Summit Healthcare Acquisition Corp. Registration State

[Signature Pages to Follow]

BofA Securities, Inc. One Bryant Park New York, New York 10036 As representative of the several underwriters June 1, 2021 VIA EDGAR Ms. Abby Adams, Mr. Christopher Edwards U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, D.C., 20549 Re: Summit Healthcare Acquisition Corp. (CIK No. 1839185) Registration Statement on Form S-

26th Floor, Gloucester Tower The Landmark 15 Queen’s Road Central Hong Kong Telephone: +852 3761 3300 Facsimile: +852 3761 3301

26th Floor, Gloucester Tower The Landmark 15 Queen’s Road Central Hong Kong Telephone: +852 3761 3300 Facsimile: +852 3761 3301 www.

As filed with the United States Securities and Exchange Commission on May 25, 2021 under the Securities Act of 1933, as amended.

Table of Contents As filed with the United States Securities and Exchange Commission on May 25, 2021 under the Securities Act of 1933, as amended.

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT SUMMIT HEALTHCARE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [?], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated [?], 2021, is by and between Summit Healthcare Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacit

Consent of Thomas Folinsbee.

Exhibit 99.2 CONSENT OF THOMAS FOLINSBEE Summit Healthcare Acquisition Corp. (the “Company”) intends to file a Registration Statement on Form S- 1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents

Specimen Class A Ordinary Share Certificate.

EX-4.2 6 d125103dex42.htm EX-4.2 Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES SUMMIT HEALTHCARE ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [•] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF SUMMIT HEALTH

Registration Statement - FORM S-1

Table of Contents As filed with the United States Securities and Exchange Commission on May 3, 2021 under the Securities Act of 1933, as amended.

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-10.1 11 d125103dex101.htm EX-10.1 Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of[•], 2021 by and between Summit Healthcare Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS,

26th Floor, Gloucester Tower The Landmark 15 Queen’s Road Central Hong Kong Telephone: +852 3761 3300 Facsimile: +852 3761 3301 www.kirkland.com Ben James To Call Writer Directly +852 3761 3412 [email protected]

26th Floor, Gloucester Tower The Landmark 15 Queen?s Road Central Hong Kong Telephone: +852 3761 3300 Facsimile: +852 3761 3301 www.

FORWARD PURCHASE AGREEMENT

Exhibit 10.10 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of April 30, 2021 among Summit Healthcare Acquisition Corp., a Cayman Islands exempted company (the ?Company?), Summit Healthcare Acquisition Sponsor LLC, a Cayman Islands limited liability company (the ?Sponsor?) and the party listed as the purchaser on the signature page hereof (the ?Pu

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of[?], 2021, is made and entered into by and among Summit Healthcare Acquisition Corp., a Cayman Islands exempted company (the ?Company?), Summit Healthcare Acquisition Sponsor LLC, a Cayman Islands limited liability company (the ?Sponsor?), and the undersigned

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of [?], 2021, is entered into by and between Summit Healthcare Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Summit Healthcare Acquisition Sponsor L

Specimen Unit Certificate.

EX-4.1 5 d125103dex41.htm EX-4.1 Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS Summit Healthcare Acquisition Corp. CUSIP [•] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share,

Consent of Ian Stone.

EX-99.1 23 d125103dex991.htm EX-99.1 Exhibit 99.1 CONSENT OF IAN STONE Summit Healthcare Acquisition Corp. (the “Company”) intends to file a Registration Statement on Form S- 1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, t

Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.

Exhibit 10.8 [?], 2021 Summit Healthcare Acquisition Corp. Unit 1101, 11th Floor, 1 Lyndhurst Tower 1 Lyndhurst Terrace, Central Hong Kong Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into between Summit Healthcare Acquisition Corp., a Cayman Isl

Memorandum and Articles of Association.

Exhibit 3.1 THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF SUMMIT HEALTHCARE ACQUISITION CORP. i THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF SUMMIT HEALTHCARE ACQUISITION CORP. 1. The name of the Company is Summit Healthcare Acquisition Corp. 2. The Regist

Form of Amended and Restated Memorandum and Articles of Association.

Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SUMMIT HEALTHCARE ACQUISITION CORP. (ADOPTED BY SPECIAL RESOLUTION DATED [DATE] AND EFFECTIVE ON [DATE]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SUMMIT HEALT

Form of Indemnity Agreement.

Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Summit Healthcare Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [•] (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, officers or in other capacities unless they ar

PROMISSORY NOTE

EX-10.6 16 d125103dex106.htm EX-10.6 Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM

Form of Business Conduct and Ethics.

EX-14.1 21 d125103dex141.htm EX-14.1 Exhibit 14.1 CODE OF BUSINESS CONDUCT AND ETHICS SUMMIT HEALTHCARE ACQUISITION CORP. The Board of Directors (the “Board”) of Summit Healthcare Acquisition Corp. (together with its subsidiaries, the “Company”) has adopted this Code of Business Conduct and Ethics (the “Code”) in order to deter wrongdoing and promote: 1. honest and ethical conduct, including the e

Summit Healthcare Acquisition Corp. PO Box 309, Ugland House Grand Cayman, Cayman Islands KY 1-1104

EX-10.7 17 d125103dex107.htm EX-10.7 Exhibit 10.7 Summit Healthcare Acquisition Corp. PO Box 309, Ugland House Grand Cayman, Cayman Islands KY 1-1104 December 31, 2020 Summit Healthcare Acquisition Sponsor LLC PO Box 309, Ugland House Grand Cayman, Cayman Islands KY 1-1104 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (this “Agreement”) is entered into on December 31,

FORWARD PURCHASE AGREEMENT

Exhibit 10.9 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of April 30, 2021 among Summit Healthcare Acquisition Corp., a Cayman Islands exempted company (the ?Company?), Summit Healthcare Acquisition Sponsor LLC, a Cayman Islands limited liability company (the ?Sponsor?) and the party listed as the purchaser on the signature page hereof (the ?Pur

Form of Underwriting Agreement.

Exhibit 1.1 SUMMIT HEALTHCARE ACQUISITION CORP. a Cayman Islands exempted company 20,000,000 Units UNDERWRITING AGREEMENT Dated: [•], 2021 Summit Healthcare Acquisition Corp. (a Cayman Islands exempted company) 20,000,000 Units UNDERWRITING AGREEMENT [•], 2021 BofA Securities, Inc. as Representative of the several Underwriters c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 Ladi

Specimen Warrant Certificate.

Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Summit Healthcare Acquisition Corp. Incorporated Under the Laws of the Cayman Islands CUSIP [•] Warrant Certificate This Warrant Certificate certifies that [ ], or registered assigns, is the registered holder of [ ] warr

Form of Administrative Services Agreement between the Registrant and the Sponsor.

Exhibit 10.5 SUMMIT HEALTHCARE ACQUISITION CORP. Unit 1101, 11th Floor, 1 Lyndhurst Tower 1 Lyndhurst Terrace, Central Hong Kong [?], 2021 Summit Healthcare Acquisition Sponsor LLC Unit 1101, 11th Floor, 1 Lyndhurst Tower 1 Lyndhurst Terrace, Central Hong Kong Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registrat

Consent of Tao Bai.

Exhibit 99.3 CONSENT OF TAO BAI Summit Healthcare Acquisition Corp. (the “Company”) intends to file a Registration Statement on Form S- 1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being

This is a confidential draft submission to the United States Securities and Exchange Commission on February 3, 2021 under the Securities Act of 1933, as amended.

Table of Contents This is a confidential draft submission to the United States Securities and Exchange Commission on February 3, 2021 under the Securities Act of 1933, as amended.