SC 13G 1 dp166780_sc13g.htm FORM SC 13G
 

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 appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐ Rule 13d-1(b)

 

☐ Rule 13d-1(c)

 

☒ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

** There is no CUSIP number assigned to the Class B ordinary shares. CUSIP number G8566R 102 has been assigned to the Class A ordinary shares of the Issuer, which are quoted on NASDAQ Stock Market under the symbol “SMIH.”

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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CUSIP No. G8566R 102 Schedule 13G  
1 NAME OF REPORTING PERSON
Summit Healthcare Acquisition Sponsor LLC
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:		 5

SOLE VOTING POWER

 

5,300,000(1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

5,300,000(1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,300,000 (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

20.58% (1)

12

TYPE OF REPORTING PERSON

 

CO

           

(1) See Item 4 below. The Reporting Person owns 5,300,000 Class B Ordinary Shares of the Issuer, which will be automatically convertible into the Issuer’s Class A Ordinary Shares upon the closing of business combination as more fully described under the heading “Description of Securities – Founders Shares” in the Issuer’s prospectus filed pursuant to Rule 424(b)(4)(File No. 333-255722).

 

 

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Item 1(a). Name of Issuer: Summit Healthcare Acquisition Corp.

 

Summit Healthcare Acquisition Corp. (the “Issuer”)

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

 

Unit 1101, 11th Floor, 1 Lyndhurst Tower, 1 Lyndhurst Terrace, Central, Hong Kong

 

Item 2(a). Name of Person Filing:

 

Summit Healthcare Acquisition Sponsor LLC (the “Reporting Person”)

 

Item 2(b). Address of Principal Business Office or, if none, Residence:

 

Unit 1101, 11th Floor, 1 Lyndhurst Tower, 1 Lyndhurst Terrace, Central, Hong Kong

 

Item 2(c). Citizenship:

 

Cayman Islands

 

Item 2(d). Titles of Classes of Securities:

 

Class B Ordinary Shares, par value $0.0001 per share.

 

Item 2(e). CUSIP Number:

 

There is no CUSIP number assigned to the Class B ordinary shares. CUSIP number G8566R 102 has been assigned to the Class A ordinary shares of the Issuer, which are quoted on NASDAQ Stock Market under the symbol “SMIH.”

 

Item 3.If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

 

(a) ☐   Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
(b) ☐   Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c)
(c) ☐   Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
(d) ☐   Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

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(e) ☐   Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
(f) ☐   Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g) ☐   Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h) ☐   Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) ☐   Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) ☐   Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J).
(k) ☐   Group in accordance with §240.13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ______________.

 

Item 4. Ownership

 

The responses to Items 5-11 of the cover pages of this Schedule 13G for the Reporting Person are incorporated herein by reference for Item 4(b) and (c).

 

Item 4(a) Amount beneficially owned

 

As of December 31, 2021, the Reporting Person may be deemed to beneficially own 5,300,000 shares of the Issuer’s Class B Ordinary Shares, representing 20.58% of the total Class A and Class B Ordinary Shares issued and outstanding. Such percentage is calculated based on 20,000,000 Class A ordinary shares and 5,750,000 Class B ordinary shares issued and outstanding as of December 31, 2021 as provided by the Issuer. The Class B Ordinary Shares are automatically convertible into the Issuer’s Class A Ordinary Shares at the time of the Issuer’s initial business combination on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities – Founders Shares” in the Issuer’s prospectus filed pursuant to Rule 424(b)(4)(File No. 333-255722).

 

Summit Healthcare Acquisition Sponsor LLC, a Cayman Islands limited liability company, is the record holder of the shares reported herein. There are three managers of the Reporting Person. Each manager has one vote, and the approval of two of the three directors of the board of managers is required to approve an action of our sponsor. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. This is the situation with regard to the Reporting Person. Based upon the foregoing analysis, no individual manager of the Reporting Person exercises voting or dispositive control over any of the securities held by the Reporting Person, even those in which he directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares.

 

Item 5. Ownership of Five Percent or Less of a Class.

 

Not Applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not Applicable.

 

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Item 8. Identification and Classification of Members of the Group.

 

Not Applicable.

 

Item 9. Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10. Certification.

 

Not Applicable.

 

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 8, 2022

 

     
  Summit Healthcare Acquisition Sponsor LLC
   
   
  /s/ Ken Poon  
  Name: Ken Poon    
  Title:  Manager    
           

 

 

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