0000899243-23-009255.txt : 20230321 0000899243-23-009255.hdr.sgml : 20230321 20230321062525 ACCESSION NUMBER: 0000899243-23-009255 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230316 FILED AS OF DATE: 20230321 DATE AS OF CHANGE: 20230321 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tan Bo CENTRAL INDEX KEY: 0001520591 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40466 FILM NUMBER: 23747795 MAIL ADDRESS: STREET 1: NO. 3 A1, ROAD 10 STREET 2: SHENYANG ECONOMY & TECH DEVELOPMENT ZONE CITY: SHENYANG STATE: F4 ZIP: 110027 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Summit Healthcare Acquisition Corp. CENTRAL INDEX KEY: 0001839185 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: UGLAND HOUSE, BOX 309 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-446-4800 MAIL ADDRESS: STREET 1: UGLAND HOUSE, BOX 309 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 4 1 doc4.xml FORM 4 SUBMISSION X0407 4 2023-03-16 1 0001839185 Summit Healthcare Acquisition Corp. SMIHU 0001520591 Tan Bo C/O SUMMIT HEALTHCARE ACQUISITION CORP. UNIT 1101, 11TH FLOOR, 1 LYNDHURST TOWER CENTRAL, HONG KONG K3 HONG KONG 1 1 1 0 See Remarks 0 Class B Ordinary Shares 2023-03-16 4 D 0 5300000 D Class A Ordinary Shares 5300000 0 I See Footnote Private Placement Warrants 2023-03-16 4 D 0 6000000 D Class A Ordinary Shares 6000000 0 I See Footnote As described in the prospectus for the initial public offering (File No. 333-255722) of Summit Healthcare Acquisition Corp. ("SMIH") under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. On March 16, 2023, pursuant to a Business Combination Agreement dated as of September 29, 2022 (the "Business Combination Agreement"), by and among SMIH, YishengBio Co., Ltd ("YS Biopharma"), Oceanview Bioscience Acquisition Co., Ltd., a direct wholly owned subsidiary of YS Biopharma ("Merger Sub I") and Hudson Biomedical Group Co., Ltd., a direct wholly owned subsidiary of YS Biopharma ("Merger Sub II"), (i) Merger Sub I merged with and into SMIH (the "First Merger"), with SMIH surviving the First Merger as the surviving entity (the "Surviving Entity") and remaining as a wholly-owned subsidiary of YS Biopharma and (ii) the Surviving Entity merged with and into Merger Sub II (the "Second Merger"), with Merger Sub II surviving the Second Merger as the surviving company (the "Surviving Company") and remaining as a wholly-owned subsidiary of YS Biopharma. (Continued from Footnote 2) Immediately before the effective time of the First Merger (the "First Merger Effective Time"), an aggregate of 1,446,525 Class B ordinary shares held by Summit Healthcare Acquisition Sponsor LLC, a Cayman Islands limited liability company (the "Sponsor") was surrendered for nil consideration, and after such surrender, each Class B ordinary share ceased to be outstanding and automatically converted into the right to receive one Ordinary Share of YS Biopharma. The Sponsor is the record holder of the shares reported herein. Bo Tan is one of the managers of the Sponsor and has voting and discretion with respect to the ordinary shares held of record by the Sponsor. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at an exercise price of $11.50 per share. As described in the prospectus for the initial public offering (File No. 333-255722) of SMIH under the heading "Description of Securities--Warrants," the Private Placement Warrants are identical to the warrants sold in connection with the Issuer's initial public offering and upon conversion of working capital loans, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Issuer, (ii) may not (including the Class A ordinary shares of the Issuer issuable upon exercise of such warrants), subject to certain limited exceptions, be transferred, assigned or sold by until 30 days after the completion of the Issuer's initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) are entitled to registration rights. Immediately prior to the First Merger Effective Time, each whole Private Placement Warrant outstanding ceased to be a warrant with respect to Class A ordinary shares, and was assumed by YS Biopharma and converted into a warrant to purchase one YS Biopharma Ordinary Share, subject to substantially the same terms and conditions prior to the First Merger Effective Time. Chief Executive Officer and Co-Chief Investment Officer By: /s/ Bo Tan 2023-03-21