SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Summit Healthcare Acquisition Corp. [ SMIHU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/16/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Ordinary Shares | (1) | 03/16/2023 | D(2)(3) | 5,300,000 | (1) | (1) | Class A Ordinary Shares | 5,300,000 | (2)(3) | 0 | I | See Footnote(4) | |||
| Private Placement Warrants | (5)(6) | 03/16/2023 | D(7) | 6,000,000 | (5)(6) | (5)(6) | Class A Ordinary Shares | 6,000,000 | (7) | 0(7) | I | See Footnote(4) | |||
| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. (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. |
| 4. 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. |
| 5. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at an exercise price of $11.50 per share. |
| 6. 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. |
| 7. 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. |
| Remarks: |
| Chief Executive Officer and Co-Chief Investment Officer |
| By: /s/ Bo Tan | 03/21/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||