ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
1 Lyndhurst Tower 1 Lyndhurst Terrace |
/A | |
(Address of Principal Executive Offices) |
Zip Code |
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered | ||
Units, each consisting of one Class A ordinary share and one half redeemable warrant |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
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F-1 |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination; |
• | our expectations around the performance of a prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |
• | the proceeds from the sale of the forward purchase securities being available to us; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses; |
• | our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic; |
• | the ability of our officers and directors to generate a number of potential business combination opportunities; |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | the trust account not being subject to claims of third parties; or |
• | our financial performance following our initial public offering or following our initial business combination. |
• | subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and |
• | cause us to depend on the marketing and sale of a single product or limited number of products or services. |
• | We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then outstanding (other than in a public offering); |
• | Any of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a 5% or greater interest earned on the trust account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or |
• | The issuance or potential issuance of ordinary shares will result in our undergoing a change of control. |
• | the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company; |
• | the expected cost of holding a shareholder vote; |
• | the risk that the shareholders would fail to approve the proposed business combination; |
• | other time and budget constraints of the company; and |
• | additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders. |
• | conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and |
• | file proxy materials with the SEC. |
• | conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and |
• | file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies. |
• | Past performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us. |
• | Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our shareholders do not support such a combination. |
• | We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. |
• | Your only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. |
• | The recent COVID-19 pandemic and the impact on business and debt and equity markets could have a material adverse effect on our search for a business combination, and any target business with which we ultimately complete a business combination. |
• | If we seek shareholder approval of our initial business combination, our sponsor, officers and directors have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. |
• | The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. |
• | The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure. |
• | The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. |
• | The requirement that we consummate an initial business combination within 24 months after the closing of the initial public offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. |
• | We may not be able to consummate an initial business combination within 24 months after the closing of the initial public offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate |
• | If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares or public warrants. |
• | If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed. |
• | You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. |
• | If the net proceeds of the initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for the 24 months following the closing of the initial public offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination. |
• | In evaluating a prospective target business for our initial business combination, our management may consider the availability of all of the funds from the sale of the forward purchase securities, which may be used as part of the consideration to the sellers in the initial business combination. If the sale of some or all of the forward purchase securities fails to close, we may lack sufficient funds to consummate our initial business combination. |
• | We may only be able to complete one business combination with the proceeds of the initial public offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business that may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability. |
• | The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share. |
• | If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination. |
• | We have identified a material weakness in our internal control over financial reporting as of December 31, 2021. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results. |
• | We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting. |
• | Our warrants are accounted for as a warrant liability and are recorded at fair value upon issuance with any changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our securities or may make it more difficult for us to consummate an initial business combination. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A ordinary shares are a “penny stock,” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset; or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
• | may significantly dilute the equity interest of investors in the initial public offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one |
• | could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and |
• | may not result in adjustment to the exercise price of our warrants. |
• | the history and prospects of companies whose principal business is the acquisition of other companies; |
• | prior offerings of those companies; |
• | our prospects for acquiring an operating business at attractive values; |
• | a review of debt-to-equity |
• | our capital structure; |
• | an assessment of our management and their experience in identifying operating companies; |
• | general conditions of the securities markets at the time of the initial public offering; and |
• | other factors as were deemed relevant. |
• | we have a board that includes a majority of “independent directors,” as defined under the rules of Nasdaq; |
• | we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. |
• | costs and difficulties inherent in managing cross-border business operations; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future business combinations may be effected; |
• | exchange listing and/or delisting requirements; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | local or regional economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | longer payment cycles; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls; |
• | rates of inflation; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | underdeveloped or unpredictable legal or regulatory systems; |
• | corruption; |
• | protection of intellectual property; |
• | social unrest, crime, strikes, riots and civil disturbances; |
• | regime changes and political upheaval; |
• | terrorist attacks, natural disasters and wars; and |
• | deterioration of political relations with the United States. |
• | revoke the business and operating licenses of the potential future target business; |
• | confiscate relevant income and impose fines and other penalties; |
• | discontinue or restrict the operations of the potential future target business; |
• | require us or the potential future target business to restructure the relevant ownership structure or operations; |
• | restrict or prohibit our use of the proceeds of the initial public offering to finance our businesses and operations in the relevant jurisdiction; or |
• | impose conditions or requirements with which we or the potential future target business may not be able to comply. |
• | may significantly dilute the equity interest of investors in the initial public offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one |
• | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; |
• | could cause a change in control if a substantial number of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; |
• | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and |
• | may not result in adjustment to the exercise price of our warrants. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our Class A ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
Name |
Age |
Title | ||||
Bo Tan |
48 | Chief Executive Officer, Co-Chief Investment Officer and Director | ||||
Ken Poon |
55 | President, Co-Chief Investment Officer and Director | ||||
Ian Stone |
71 | Independent Director | ||||
Thomas Folinsbee |
55 | Independent Director | ||||
Tao Bai |
57 | Independent Director |
• | meeting with our independent registered public accounting firm regarding, among other issues, audits, and the adequacy of our accounting and control systems; |
• | monitoring the independence of the independent registered public accounting firm; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management our compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing the independent registered public accounting firm; |
• | determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; |
• | monitoring compliance on a quarterly basis with the terms of the initial public offering and, if any non-compliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of the initial public offering; and |
• | reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our President’s, Chief Executive Officer’s and Chief Investment Officer’s, evaluating our President’s, Chief Executive Officer’s and Chief Investment Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our President, Chief Executive Officer and Chief Investment Officer based on such evaluation; |
• | reviewing and approving the compensation of all of our other Section 16 executive officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation and equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | should have demonstrated notable or significant achievements in business, education or public service; |
• | should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and |
• | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. |
• | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
• | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
• | directors should not improperly fetter the exercise of future discretion; |
• | duty to exercise powers fairly as between different sections of shareholders; |
• | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
• | duty to exercise independent judgment. |
Individual |
Entity |
Entity’s Business |
Affiliation | |||
Ken Poon |
XCap Partners Limited |
Financial Advisory |
Founding Partner | |||
Ian Stone | Tencent Holdings Ltd. | Tech Investment Management | Independent Director | |||
Thomas Folinsbee | Shanghai Alebund Pharmaceuticals Ltd. | Pharmaceutical | Business Development Director |
• | Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers and directors is engaged in, or may in the future engage in, several other business endeavors for which he or she may be entitled to substantial compensation, and our officers and directors are not obligated to contribute any specific number of hours per week to our affairs. |
• | Our sponsor subscribed for founder shares prior to the completion of the IPO and purchased private placement warrants in a transaction that closed simultaneously with the closing of the IPO. |
• | Our sponsor, officers and directors have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the initial public offering or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. |
• | Our sponsor, officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. In addition, our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. |
• | each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; |
• | each of our officers and directors; and |
• | all our officers and directors as a group. |
Class B ordinary shares (2) |
Class A ordinary shares |
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Name of Beneficial Owners (1) |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Number of Shares Beneficially Owned |
Approximate Percentage of Class |
Approximate Percentage of Voting Control (3) |
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Summit Healthcare Acquisition Sponsor LLC (4) |
5,300,000 | 92.17 | % | — | — | 20.58 | % | |||||||||||||
Millennium Group (5) |
— | — | 1,194,960 | 5.97 | % | 4.64 | % | |||||||||||||
BFAM Partners Group (6) |
— | — | 1,110,000 | 5.55 | % | 4.31 | % | |||||||||||||
Bo Tan |
— | — | — | — | — | |||||||||||||||
Ken Poon |
— | — | — | — | — | |||||||||||||||
Ian Stone |
25,000 | * | — | — | * | |||||||||||||||
Thomas Folinsbee |
25,000 | * | — | — | * | |||||||||||||||
Tao Bai |
25,000 | * | — | — | * | |||||||||||||||
All officers, directors and director nominees as a group (five individuals) |
75,000 | 1.30 | % | — | — | * |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of our shareholders is Unit 1101, 11th Floor, 1 Lyndhurst Tower, 1 Lyndhurst Terrace, Central, Hong Kong. |
(2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one |
(3) | Assume Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one |
(4) | The shares reported are held in the name of our sponsor. There are three managers of our sponsor. 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 our sponsor. Based upon the foregoing analysis, no individual manager of our sponsor exercises voting or dispositive control over any of the securities held by our sponsor, 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. |
(5) | The 1,194,960 Class A ordinary shares as potentially beneficially owned by Millennium Management LLC, Millennium Group Management LLC and Mr. Israel A. Englander are held by entities subject to voting control and investment discretion by Millennium Management LLC and/or other investment managers that may be controlled by Millennium Group Management LLC (the managing member of Millennium Management LLC) and Mr. Englander (the sole voting trustee of the managing member of Millennium Group Management LLC). The foregoing should not be construed in and of itself as an admission by Millennium Management LLC, Millennium Group Management LLC or Mr. Englander as to beneficial ownership of the securities held by such entities. The address of Millennium Group is 399 Park Avenue New York, New York 10022. Information set forth above is based upon Millennium Group’s Schedule 13G/A filing with the SEC on January 31, 2022. |
(6) | The 1,110,000 Class A ordinary shares are held, or may be acquired, for the account of BFAM Asian Opportunities Master FUND, L.P. (the “Master Fund”). BFAM Partners (Cayman) Limited (the “BFAM Cayman”) serves as the investment adviser to the Master Fund. BFAM Partners (North America) LLC (the “BFAM North America”) and BFAM Partners (Hong Kong) Limited (the “BFAM Hong Kong”) are wholly-owned subsidiaries of BFAM Cayman and serve as sub-advisers to the Master Fund. BFAM Asian Opportunities Master GP Limited (the “Master GP”) serves as the general partner of the Master Fund. In such capacities, BFAM Cayman, BFAM North America, BFAM Hong Kong, the Master GP and Benjamin Fuchs (“Mr. Fuchs”) may be deemed to have voting and dispositive power over the shares held for the Master Fund. he address of the principal business office of BFAM Cayman, BFAM Hong Kong, the Master Fund and the Master GP is c/o BFAM Partners (Hong Kong) Limited, 35th Floor, Suite 1-3A, 148 Electric Road, North Point, Hong Kong. The address of the principal business office of BFAM North America is 900 Third Avenue, 11th Floor, Suite 1102, New York, NY 10022. Information set forth above is based upon the Master Fund’s Schedule 13G/A filing with the SEC on February 11, 2022. |
(a) | The following documents are filed as part of this Form 10-K: |
(1) | Financial Statements: |
Page |
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F-2 |
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F-3 |
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F-4 |
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F-5 |
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F-6 |
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F-7 |
(2) | Financial Statement Schedules: |
(3) | Exhibits |
* | Filed herewith. |
** | Furnished herewith. |
Summit Healthcare Acquisition Corp. | ||
By: | /s/ Bo Tan | |
Name: Bo Tan | ||
Title: Chief Executive Officer, Co-Chief Investment Officer and Director |
Name |
Positon |
Date | ||
/s/ Bo Tan Bo Tan |
Chief Executive Officer, Co-Chief Investment Officer and Director(Principal Executive Officer and Principal Financial and Accounting Officer) |
March 31, 2022 | ||
/s/ Ken Poon |
President, Co-Chief Investment Officer and Director |
March 31, 2022 | ||
Ken Poon | ||||
/s/ Ian Stone |
Director | March 31, 2022 | ||
Ian Stone | ||||
/s/ Thomas Folinsbee |
Director | March 31, 2022 | ||
Thomas Folinsbee | ||||
/s/ Tao Bai |
Director | March 31, 2022 | ||
Tao Bai |
Page |
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F-2 |
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Financial Statements: |
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F-3 |
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F-4 |
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F-5 |
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F-6 |
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F-7 |
December 31, 2021 |
December 31, 2020 |
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Assets |
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Current assets: |
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Cash |
$ | $ | — | |||||
Prepaid expenses |
— | |||||||
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Total current assets |
— | |||||||
Deferred offering costs |
— | |||||||
Investments held in Trust Account |
— | |||||||
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Total Assets |
$ | $ | ||||||
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Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ (Deficit) Equity |
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Current liabilities: |
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Accrued offering costs and expenses |
$ | $ | ||||||
Note payable - related party |
— | |||||||
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Total current liabilities |
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FPA liability |
— | |||||||
Warrant liability |
— | |||||||
Deferred underwriting commissions |
— | |||||||
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Total Liabilities |
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Commitments and Contingencies (Note 7) |
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Class A ordinary shares subject to possible redemption, $ - |
— | |||||||
Shareholders’ (Deficit) Equity: |
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Preference shares, $ |
— | |||||||
Class A ordinary shares, $ |
— | |||||||
Class B ordinary shares, $ and outstanding at December 31, 2021 and 2020, respectively |
(1) | |||||||
Additional paid-in capital |
— | |||||||
Accumulated deficit |
( |
) | ( |
) | ||||
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Total shareholders’ (Deficit) Equity |
( |
) | ||||||
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|
|||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ (Deficit) Equity |
$ | $ | ||||||
|
|
|
|
(1) | This number includes up to |
Year Ended December 31, 2021 |
For the period from December 22, 2020 (Inception) through December 31, 2020 |
|||||||
General and administrative expenses |
$ | $ | ||||||
|
|
|
|
|||||
Loss from operations |
( |
) |
( |
) | ||||
|
|
|
|
|||||
Other income (expense): |
||||||||
Change in fair value of FPA |
( |
) | ||||||
Change in fair value of warrant liability |
||||||||
Transaction costs allocable to warrants |
( |
) | ||||||
Interest earned on investments held in Trust Account |
||||||||
|
|
|
|
|||||
Other income (loss) |
||||||||
|
|
|
|
|||||
Net Loss |
$ |
( |
) |
$ |
( |
) | ||
|
|
|
|
|||||
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption |
||||||||
|
|
|
|
|||||
Basic and diluted net loss per ordinary share, Class A ordinary shares subject to possible redemption |
$ |
( |
) |
$ |
||||
|
|
|
|
|||||
Basic and diluted weighted average shares outstanding, Class B ordinary shares |
||||||||
|
|
|
|
|||||
Basic and diluted net loss per share, Class B ordinary shares |
$ |
( |
) |
$ |
( |
) | ||
|
|
|
|
Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ (Deficit) Equity |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance as of December 22, 2020 (Inception) |
$ |
$ | $ | $ | $ | |||||||||||||||||||||||
Class B ordinary shares issued to initial shareholders |
— |
— |
$ | $ | $ | $ | ||||||||||||||||||||||
Net loss |
— |
— |
— | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of December 31, 2020 |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||||
Excess of private placement proceeds over fair value as capital contribution |
— | — | — | — | — | |||||||||||||||||||||||
Accretion of Class A ordinary shares to redemption value |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Forfeiture of founder shares |
— | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of December 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2021 |
For the period from December 22, 2020 (Inception) through December 31, 2020 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: |
||||||||
Interest earned on investments held in Trust Account |
( |
) | ||||||
Change in fair value of FPA liability |
— | |||||||
Change in fair value of warrant liability |
( |
) | — | |||||
Transaction costs allocable to warrants |
— | |||||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses |
( |
) | — | |||||
Accrued offering costs and expenses |
— | |||||||
|
|
|
|
|||||
Net cash used in operating activities |
( |
) |
— |
|||||
|
|
|
|
|||||
Cash Flows from Investing Activities |
||||||||
Investment of cash in Trust Account |
( |
) | — | |||||
|
|
|
|
|||||
Net cash used in investing activities |
( |
) | — | |||||
|
|
|
|
|||||
Cash Flows from Financing Activities: |
||||||||
Proceeds received from initial public offering, net of underwriters’ discount |
— | |||||||
Proceeds from private placement |
— | |||||||
Payment of offering costs |
( |
) | — | |||||
Repayment of note payable from related party |
( |
) | — | |||||
|
|
|
|
|||||
Net cash provided by financing activities |
— | |||||||
|
|
|
|
|||||
Net change in cash |
— | |||||||
Cash, beginning of the period |
— | |||||||
|
|
|
|
|||||
Cash, end of the period |
$ |
$ |
— |
|||||
|
|
|
|
|||||
Supplemental Non-cash disclosure of cash flow information: |
||||||||
Deferred offering costs paid by Sponsor under promissory note |
$ | $ | ||||||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares |
$ | $ | ||||||
Deferred underwriting discount |
$ | $ | — | |||||
Accrued deferred offering costs |
$ | $ |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Gross proceeds |
$ | |||
Less: Proceeds allocated to Public Warrants |
( |
|||
Less: Class A ordinary shares issuance costs |
( |
|||
Add: Accretion of carrying value to redemption value |
||||
Class A ordinary shares subject to possible redemption |
$ | |||
For the Year Ended December 31, 2021 |
For the Period from December 22, 2020 (Inception) to December 31, 2020 |
|||||||||||||||
Class A |
Class B |
Class A |
Class B |
|||||||||||||
Basic and diluted net income per share: |
||||||||||||||||
Numerator: |
||||||||||||||||
Allocation of net loss |
$ | ( |
$ | ( |
$ | $ | ( |
|||||||||
Denominator: |
||||||||||||||||
Weighted-average shares outstanding |
||||||||||||||||
Basic and diluted net loss per share |
$ | ( |
$ | ( |
$ | $ | ( |
|||||||||
(Level 1) |
(Level 2) |
(Level 3) |
||||||||||
Assets |
||||||||||||
Investments held in Trust Account |
$ | $ | — | $ | — | |||||||
Liabilities |
||||||||||||
Public Warrants |
$ | $ | $ | |||||||||
Private Warrants |
$ | — | $ | — | $ | |||||||
FPA liability |
$ | — | $ | — | $ |
Input |
June 11, 2021 |
December 31, 2021 |
||||||
Volatility |
% | % | ||||||
Risk Free Rate |
% | % | ||||||
Stock Price |
$ | $ | ||||||
Est. Term Remaining (Yrs) |
Warrant liabilities |
||||
Fair value at January 1, 2021 |
$ | |||
Initial value at IPO date |
||||
Change in fair value |
( |
) | ||
Transfer of Public warrants from Level 3 to Level 1 |
( |
) | ||
Fair Value at December 31, 2021 |
$ |
Input |
June 11, 2021 |
December 31, 2021 |
||||||
Volatility |
% | % | ||||||
Stock Price |
$ | $ | ||||||
Warrant Price |
$ | $ | ||||||
Est. Term to Business Combination (Yrs) |
||||||||
Probability of Business Combination |
% | % | ||||||
Purchase price of FPA unit |
$ | $ |
FPA liability |
||||
Fair value at January 1, 2021 |
$ | |||
Initial value at IPO date |
||||
Change in fair value |
||||
Fair Value at December 31, 2021 |
$ |
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the closing price of our Class A ordinary shares equals or exceeds $ the period ending three trading days before the Company sends the notice of redemption to the warrant holders; and |
• | if the closing price of the Class A ordinary shares for any a period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $ |