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                          March 3, 2021

       Bo Tan
       Chief Executive Officer
       Summit Healthcare Acquisition Corp.
       Unit 1101, 11th Floor
       1 Lyndhurst Tower, 1 Lyndhurst Terrace
       Central, Hong Kong

                                                        Re: Summit Healthcare
Acquisition Corp.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted February
3, 2021
                                                            CIK No. 0001839185

       Dear Mr. Tan:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1

       Summary
       Redemption rights for public shareholders upon the completion of our
initial business
       combination, page 21

   1.                                                   Revise the summary to
clarify whether you may offer an extension period. We note no
                                                        references other than a
brief mention in the underwriting section on page 162.
 Bo Tan
FirstName  LastNameBo  Tan Corp.
Summit Healthcare  Acquisition
Comapany
March      NameSummit Healthcare Acquisition Corp.
       3, 2021
March2 3, 2021 Page 2
Page
FirstName LastName
Risk Factors
We may issue additional Class A ordinary shares or preference shares to
complete our initial
business combination..., page 51

2.       We note the risk factor disclosure on page 51 regarding your potential
use of preference
         shares to complete your initial business combination or under an
employee incentive plan
         after the completion of your initial business combination. Revise this
risk factor to
         separate actions you may do before and after the initial business
combination transaction,
         and their dilutive and other effects, so potential investors may
determine the risks inherent
         in this investment decision as distinct from those risks that may
follow their opportunity to
         redeem their investment. In doing so, clarify how you may use
preference shares with
         dilutive effect or to subordinate the rights of Class A holders prior
to the initial business
         combination.
       You may contact Franklin Wyman at (202) 551-3660 or Kate Tillan at (202)
551-3604 if
you have questions regarding the financial statements and related matters.
Please contact Abby
Adams at (202) 551-6902 or Christopher Edwards at (202) 551-6761 with any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Life
Sciences
cc:      Ben James