Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Extraordinary General Meeting (the "Extraordinary General Meeting") of SC
Health Corporation, a Cayman Islands exempted company (the "Company"), which was
held on January 12, 2021, holders of 17,132,973 of the Company's ordinary
shares, which represents approximately 75.10% of the ordinary shares issued and
outstanding and entitled to vote as of the record date of December 21, 2020,
were represented in person or by proxy.
At the Extraordinary General Meeting, the shareholders approved a special
resolution (the "Extension Proposal") to amend the Company's amended and
restated memorandum and articles of association (the "Articles) to extend the
date, from January 16, 2021 to April 16, 2021, by which the Company must either
(a) consummate a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses or
entities or (b) (i) cease all operations except for the purpose of winding up;
(ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem all of the Company's Class A ordinary shares included as part
of the units sold in the Company's initial public offering that was consummated
on July 16, 2019; and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the Company's remaining members and the
Company's board of directors, liquidate and dissolve, subject in the case of
(ii) and (iii), to its obligations under Cayman Islands law to provide for
claims of creditors and in all cases subject to the other requirements of
applicable law.
Approval of Proposal 1-Extension Proposal
Broker
Votes For Votes Against Abstentions Non-Votes
17,131,273 1,700
0 0
In connection with the vote to approve the Extension Proposal, no holders of
Class A ordinary shares exercised their right to redeem their shares for cash,
and no holders of public warrants exercised their right to require the sponsor
of the Company to repurchase or cause one of its affiliates to repurchase their
public warrants for cash. As such, the balance in the Company's trust account is
approximately $174.54 million.
Under Cayman Islands law, the amendment to the Articles took effect upon
approval of the Extension Proposal. Accordingly, the Company now has until April
16, 2021 to consummate its initial business combination. The approval of the
Extension Proposal will provide an opportunity for the Company's shareholders to
evaluate the Company's proposed business combination with a next generation
technology developer (the "Target"). The Company announced on January 5, 2021
that the Company and the Target have executed a non-binding letter of intent.
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