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www.kirkland.com | Ben James To Call Writer Directly +852 3761 3412 ben.james@kirkland.com |
VIA EDGAR
May 3, 2021
U.S. Securities & Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, NE
Washington, D.C. 20549
Attn: Abby Adams / Christopher Edwards
| Re: | Summit Healthcare Acquisition Corp. |
Draft Registration Statement on Form S-1 |
Submitted February 3, 2021 |
CIK No. 0001839185 |
Dear Ms. Adams and Mr. Edwards:
On behalf of Summit Healthcare Acquisition Corp. (the “Company”), we hereby transmit the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated March 3, 2021, regarding the Company’s Draft Registration Statement (the “Registration Statement”) submitted on February 3, 2021.
For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Disclosure changes made in response to the Staff’s comments have been made in the Revised Registration Statement on Form S-1 (the “Revised Registration Statement”), which is being filed with the Commission contemporaneously with the submission of this letter.
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. |
In response to the Staff’s comments, the Company has revised the disclosure on page 172 of the Revised Draft Registration.
PARTNERS: Pierre-Luc Arsenault3 | Manas Chandrashekar6 | Lai Yi Chau | Justin M. Dolling6 | David Patrick Eich1,5,6 | Liu Gan2 | David G. Harrington8 | Karen K.Y. Ho | Damian C. Jacobs6 | Guang Li3 | Mengyu Lu3 | Neil E.M. McDonald | Kelly Naphtali | Ram Narayan3 | Amy Y.M. Ngan8 | Nicholas A. Norris6 | Paul S. Quinn | Michael D. Rackham6 | Fergus A. Saurin6 | Richard C.C. Sharpe | Jesse D. Sheley# | Li Chien Wong | Jacqueline B.N. Zheng3,6 REGISTERED FOREIGN LAWYERS: Gautam Agarwal6 | Michelle Cheh7 | Daniel Dusek3 | James A. Hill6 | Ju Huang3 | Benjamin W. James4 | Cori A. Lable2 | Wei Yang Lim6 | Xiaoxi Lin3 | Yazhe Liu3 | Daniel A. Margulies6 | Bo Peng9 | Mi Tang3 | Wenchen Tang3 | Liyong Xing3 | Jiayuan Yu3 | David Zhang3 ADMITTED IN: 1 State of Illinois (U.S.A.); 2 Commonwealth of Massachusetts (U.S.A.); 3 State of New York (U.S.A.); 4 State of Texas (U.S.A.); 5 State of Wisconsin (U.S.A.); 6 England and Wales; 7 Victoria (Australia); 8 New South Wales (Australia); 9 State of Georgia (U.S.A.); # non-resident
Bay Area Beijing Boston Chicago Dallas Houston London Los Angeles Munich New York Paris Shanghai Washington, D.C. |
Summit Healthcare Acquisition Corp
May 3, 2021
Page 2
Statement.
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. |
In response to the Staff’s comments, the Company has revised the disclosure on pages 53 and 54 of the Revised Draft Registration.
* * *
We thank the Staff for its review of the foregoing and the Registration Statement. If you have further comments, please feel free to contact me at ben.james@kirkland.com, or by telephone at +852 3761 3412, or Christian Nagler at christian.nagler@kirkland.com, or by telephone at +1 212 446 4900.
| Sincerely, |
/s/ Ben James |
| Ben James |
| cc: | Bo Tan, Chief Executive Officer |