Item 1.01 Entry into a Material Definitive Agreement
On
• an Underwriting Agreement, datedJune 8, 2021 , between the Company andBofA Securities, Inc. , as representative of the underwriters named therein, which contains customary representations and warranties and indemnification of the underwriter by the Company; • a Warrant Agreement, datedJune 8, 2021 , between the Company andContinental Stock Transfer & Trust Company , as warrant agent (the "Warrant Agreement"), which sets forth the expiration and exercise price of and procedure for exercising the Warrants (as defined below); certain adjustment features of the terms of exercise; provisions relating to redemption and cashless exercise of the Warrants; certain registration rights of the holders of Warrants; provision for amendments to the Warrant Agreement; and indemnification of the warrant agent by the Company under the agreement; • a Private Placement Warrants Purchase Agreement, datedJune 8, 2021 between the Company andSummit Healthcare Acquisition Sponsor LLC (the "Sponsor"), pursuant to which the Sponsor purchased 6,000,000 private placement warrants, each exercisable to purchase one Class A Ordinary Share at$11.50 per share, subject to adjustment, at a price of$1.00 per warrant (the "Private Placement Warrants" and, together with the Public Warrants, the "Warrants"); • an Investment Management Trust Agreement, datedJune 8, 2021 , between the Company andContinental Stock Transfer & Trust Company , as trustee, which establishes the trust account that will hold the net proceeds of the IPO and certain of the proceeds of the sale of the Private Placement Warrants, and sets forth the responsibilities of the trustee; the procedures for withdrawal and direction of funds from the trust account; and indemnification of the trustee by the Company under the agreement; • a Registration and Shareholder Rights Agreement, datedJune 8, 2021 , among the Company, the Sponsor and certain shareholders of the Company, which provides for customary demand and piggy-back registration rights for the Sponsor, and customary piggy-back registration rights for such other equity holders, as well as certain transfer restrictions applicable to the Sponsor with respect to the Company's securities, and, upon and following consummation of our initial business combination, the right of the Sponsor to nominate three individuals for election to the Company's board of directors; • a Letter Agreement, datedJune 8, 2021 , among the Company, the Sponsor and each executive officer and director of the Company, pursuant to which the Sponsor and each executive officer and director of the Company has agreed to vote any equity of the Company held by him, her or it in favor of the Company's initial business combination; to facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within 24 months of the date hereof; to certain transfer restrictions with respect to the Company's securities; to certain indemnification obligations of the Sponsor; and the Company has agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the Sponsor; • an Administrative Services Agreement, datedJune 8, 2021 , between the Company and the Sponsor, pursuant to which the Sponsor has agreed to make available office space, secretarial and administrative services, as may be required by the Company from time to time, for$10,000 per month until the earlier of the Company's initial business combination or liquidation; • a Forward Purchase Agreement, datedApril 30, 2021 , between the Company, the sponsor andSnow Lake Capital (HK) Limited , providing for the purchase of an aggregate of 2,000,000 Class A ordinary shares, plus an aggregate of 500,000 redeemable warrants to purchase one Class A ordinary share at$11.50 per share, for an aggregate purchase price of$20,000,000 or$10.00 per Class A ordinary share, in a private placement to close concurrently with the closing of the Company's initial business combination. As an inducement to enter into these agreements, the Sponsor transferred an aggregate of 250,000 Class B ordinary shares toSnow Lake Capital (HK) Limited , for no cash consideration; and • a Forward Purchase Agreement, datedApril 30, 2021 , between the Company, the sponsor andThe Valliance Fund , providing for the purchase of an aggregate of 1,000,000 Class A ordinary shares, plus an aggregate of 250,000 redeemable warrants to purchase one Class A ordinary share at$11.50 per share, for an aggregate purchase price of$10,000,000 or$10.00 per Class A ordinary share, in a private placement to close concurrently with the closing of the Company's initial business combination. As an inducement to enter into these agreements, the Sponsor transferred an aggregate of 125,000 Class B ordinary shares toThe Valliance Fund , for no cash consideration.
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The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and filed herewith as Exhibits 1.1, 4.1, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7, respectively.
Item 3.02. Unregistered Sales of
Simultaneously with the consummation of the IPO and the issuance and sale of the
Units, the Company consummated the private placement of 6,000,000 Private
Placement Warrants at a price of
Item 5.03. Amendments to Memorandum and Articles of Association.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. 1.1 Underwriting Agreement, datedJune 8, 2021 , by and between the Company andBofA Securities, Inc. 3.1 Amended and Restated Memorandum and Articles of Association 4.1 Warrant Agreement, datedJune 8, 2021 , between Continental StockTransfer & Trust Company and the Company 10.1 Private Placement Warrants Purchase Agreement, datedJune 8, 2021 , between the Company andSummit Healthcare Acquisition Sponsor LLC 10.2 Investment Management Trust Agreement, datedJune 8, 2021 , betweenContinental Stock Transfer & Trust Company and the Company 10.3 Registration and Shareholder Rights Agreement, datedJune 8, 2021 , among the Company,Summit Healthcare Acquisition Sponsor LLC and the other holders party thereto 10.4 Letter Agreement, datedJune 8, 2021 , among the Company, and SummitHealthcare Acquisition Sponsor LLC and each director and executive officer of the Company 10.5 Administrative Services Agreement, datedJune 8, 2021 , between the Company andSummit Healthcare Acquisition Sponsor LLC 10.6 Forward Purchase Agreement, datedApril 30, 2021 , between the Registrant,Summit Healthcare Acquisition Sponsor LLC and Snow Lake Capital (HK) Limited 10.7 Forward Purchase Agreement, datedApril 30, 2021 , between the Registrant,Summit Healthcare Acquisition Sponsor LLC and The Valliance Fund
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