Item 1.01 Entry Into a Material Definitive Agreement.
Business Combination Agreement
On September 29, 2022, Summit Healthcare Acquisition Corp., an exempted company
limited by shares incorporated under the laws of the Cayman Islands ("Summit")
entered into a Business Combination Agreement (the "Business Combination
Agreement") with YishengBio Co., Ltd., an exempted company limited by shares
incorporated under the laws of the Cayman Islands (to be renamed as YS Biopharma
Co., Ltd, herein referred to as "YS Biopharma"), Oceanview Bioscience
Acquisition Co., Ltd., an exempted company limited by shares incorporated under
the laws of the Cayman Islands and a direct wholly-owned subsidiary of YS
Biopharma ("Merger Sub I") and Hudson Biomedical Group Co., Ltd., an exempted
company limited by shares incorporated under the laws of the Cayman Islands and
a direct wholly-owned subsidiary of YS Biopharma ("Merger Sub II," and together
with Merger Sub I, "Merger Subs"). Capitalized terms in this Item 1.01 not
otherwise defined shall have the meanings ascribed to them in the Business
Combination Agreement.
The Business Combination Agreement and the Transactions (as defined below) were
unanimously approved by the boards of directors of Summit and YS Biopharma and
were approved by the shareholders of YS Biopharma. The Transactions are expected
to be consummated after obtaining the required approval by the shareholders of
Summit and the satisfaction of certain other customary closing conditions.
The Business Combination
The Business Combination Agreement provides for (i) the merger of Merger Sub I
with and into Summit (the "First Merger"), with Summit surviving the First
Merger as the surviving entity (the "Surviving Entity") and becoming a
wholly-owned subsidiary of YS Biopharma, and (ii) the merger of the Surviving
Entity with and into Merger Sub II (the "Second Merger," and together with the
First Merger, the "Mergers," together with other transactions contemplated by
the Business Combination Agreement, the "Transactions"), with Merger Sub II
surviving the Second Merger as the surviving company (the "Surviving Company")
and remaining as the wholly-owned subsidiary of YS Biopharma.
Subject to, and in accordance with the terms and conditions set forth in the
Business Combination Agreement, immediately prior to the effective time of the
First Merger (the "First Merger Effective Time"), (i) each preferred share of YS
Biopharma with par value of US$0.000005 will be converted into one ordinary
share of YS Biopharma with par value of US$0.000005; (ii) after the conversion
of all preferred shares into ordinary shares, each four of the ordinary shares
of YS Biopharma with par value of US$0.000005 will be consolidated into one
ordinary share of YS Biopharma with par value of US$0.00002, and each four of
the options to acquire ordinary shares of YS Biopharma will be consolidated into
one option to acquire ordinary share of YS Biopharma, subject to rounding up to
the nearest whole number of shares; and (iii) the second amended and restated
memorandum and articles of association of YS Biopharma shall be adopted and
become effective. Items (i) through (iii) are herein referred to as the "YS
Biopharma Capital Restructuring."
Subject to, and in accordance with the terms and conditions set forth in the
Business Combination Agreement, following completion of the YS Biopharma Capital
Restructuring and immediately prior to the First Merger Effective Time, (i) each
of Summit's units ("Units") (each consisting of one Class A ordinary share of
Summit, par value US$0.0001 per share ("Summit Class A Share") and one-half of
one redeemable warrant of Summit, with each whole warrant exercisable for one
Summit Class A Share ("Summit Warrant")) issued and outstanding immediately
prior to the First Merger Effective Time shall be automatically detached and the
holder thereof shall be deemed to hold one Summit Class A Share and one-half of
one Summit Warrant (the "Unit Separation"); (ii) each Summit Class A Share
(including Summit Class A Shares held by Summit's public shareholders as a
result of the Unit Separation and Summit Class A Shares to be issued pursuant to
the Forward Purchase Subscriptions, but excluding any treasury Summit Shares,
redeeming Summit Shares and dissenting Summit Shares) issued and outstanding
immediately prior to the First Merger Effective Time shall automatically be
cancelled and cease to exist, in exchange for the right to receive such fraction
of newly issued ordinary shares of YS Biopharma with par value of US$0.00002
after the YS Biopharma Capital Restructuring ("YS Biopharma Ordinary Shares")
that is equal to the SPAC Class A Exchange Ratio (as described below), without
interest; (iii) an aggregate of 1,446,525 Class B ordinary shares of Summit, par
value US$0.0001 per share ("Summit Class B Shares," together with Summit Class A
Shares, "Summit Shares") held by Summit Healthcare Acquisition Sponsor LLC, a
Cayman Islands limited liability company ("Sponsor") will be surrendered for nil
consideration, and after such surrender, each of the remaining Summit Class B
Shares held by Sponsor and the independent directors of Summit issued and
outstanding immediately prior to the First Merger Effective Time shall
automatically be cancelled and cease to exist, in exchange for the right to
receive one newly issued YS Biopharma Ordinary Share; (iv) each Summit Class B
Share held by a Forward Purchase Investor and its permitted transferees issued
and outstanding immediately prior to the First Merger Effective Time shall
automatically be cancelled and cease to exist, in exchange for the right to
receive (a) such fraction of newly issued YS Biopharma Ordinary Shares that is
equal to the SPAC Class A Exchange Ratio, without interest, if and only if such
. . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 of this Current Report is
incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth above in Item 1.01 of this Current Report is
incorporated by reference herein. The issuance of the Sponsor Convertible Note
was made in reliance on the exemption from registration provided by Regulation S
of the Securities Act of 1933, as amended.
Item 7.01 Regulation FD Disclosure.
On September 29, 2022, Summit and YS Biopharma issued a joint press release (the
"Press Release") announcing the execution of the Business Combination Agreement.
The Press Release is attached hereto as Exhibit 99.1 to this Current Report and
incorporated by reference herein.
Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by
reference is a corporate presentation that YS Biopharma has prepared for use in
connection with the Transactions, dated September 29, 2022.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, is
furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to liabilities under that section, and shall not be deemed to be
incorporated by reference into the filings of Summit under the Securities Act of
1933, as amended (the "Securities Act") or the Exchange Act, regardless of any
general incorporation language in such filings. This Current Report will not be
deemed an admission as to the materiality of any information of the information
in this Item 7.01, including Exhibits 99.1 and 99.2.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report includes "forward-looking statements" within the meaning of
the "safe harbor" provisions of the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified by the use of
words such as "estimate," "plan," "project," "forecast," "intend," "will,"
"expect," "anticipate," "believe," "seek," "target" or other similar expressions
that predict or indicate future events or trends or that are not statements of
historical matters. These forward-looking statements also include, but are not
limited to, statements regarding projections, estimates and forecasts of revenue
and other financial and performance metrics, anticipated milestones with respect
to the clinical and pre-clinical programs of YS Biopharma, projections of market
opportunity and expectations, the estimated implied enterprise value of the
combined company, YS Biopharma's ability to scale and grow its business, the
advantages and expected growth of the combined company, the combined company's
ability to source and retain talent, the cash position of the combined company
following closing of the Transactions, Summit's and YS Biopharma's ability to
consummate the proposed Transaction, and expectations related to the terms and
timing of the Transactions, as applicable. These statements are based on various
assumptions, whether or not identified in this Current Report, and on the
current expectations of Summit's and YS Biopharma's management and are not
predictions of actual performance.
These statements involve risks, uncertainties and other factors that may cause
actual results, levels of activity, performance or achievements to be materially
different from those expressed or implied by these forward-looking statements.
Although each of Summit and YS Biopharma believes that it has a reasonable basis
for each forward-looking statement contained in this Current Report, each of
Summit and YS Biopharma caution you that these statements are based on a
combination of facts and factors currently known and projections of the future,
which are inherently uncertain. In addition, there will be risks and
uncertainties described in the proxy statement/prospectus on Form F-4 relating
to the proposed transaction, which is expected to be filed by YS Biopharma with
the SEC and other documents filed by YS Biopharma or Summit from time to time
with the SEC. These filings may identify and address other important risks and
uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. Neither Summit nor YS
Biopharma can assure you that the forward-looking statements in this Current
Report will prove to be accurate. These forward-looking statements are subject
to a number of risks and uncertainties, including, among others, the ability to
complete the Mergers due to the failure to obtain approval from Summit's
shareholders or satisfy other closing conditions in the Business Combination
Agreement, the occurrence of any event that could give rise to the termination
of the Business Combination Agreement, the ability to recognize the anticipated
benefits of the Mergers, the amount of redemption requests made by Summit's
public shareholders, costs related to the transaction, the impact of the global
COVID-19 pandemic, the risk that the transaction disrupts current plans and
operations as a result of the announcement and consummation of the transaction,
the outcome of any potential litigation, government or regulatory proceedings
and other risks and uncertainties, including those to be included under the
heading "Risk Factors" in the Registration Statement to be filed by YS Biopharma
with the SEC and those included under the heading "Risk Factors" in the annual
report on Form 10-K for year ended December 31, 2021 of Summit and in its
subsequent quarterly reports on Form 10-Q and other filings with the SEC. There
may be additional risks that neither Summit nor YS Biopharma presently know or
that Summit and YS Biopharma currently believe are immaterial that could also
cause actual results to differ from those contained in the forward-looking
statements. In light of the significant uncertainties in these forward-looking
statements, nothing in this Current Report should be regarded as a
representation by any person that the forward-looking statements set forth
herein will be achieved or that any of the contemplated results of such
forward-looking statements will be achieved. The forward-looking statements in
this Current Report represent the views of Summit and YS Biopharma as of the
date of this Current Report. Subsequent events and developments may cause those
views to change. However, while Summit and YS Biopharma may update these
forward-looking statements in the future, there is no current intention to do
so, except to the extent required by applicable law. You should, therefore, not
rely on these forward-looking statements as representing the views of Summit or
YS Biopharma as of any date subsequent to the date of this Current Report.
Except as may be required by law, neither Summit nor YS Biopharma undertakes any
duty to update these forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed transaction, Summit and YS Biopharma intend to
cause a registration statement on Form F-4 (the "Registration Statement") to be
filed with the SEC which will include a proxy statement to be distributed to
Summit's shareholders in connection with Summit's solicitation for proxies for
the vote by Summit's shareholders in connection with the proposed transaction
and other matters as described in the Registration Statement, as well as a
prospectus relating to YS Biopharma's securities to be issued in connection with
the proposed transaction. Summit's shareholders and other interested persons are
advised to read, once available, the preliminary proxy statement/prospectus and
any amendments thereto and, once available, the definitive proxy
statement/prospectus, in connection with Summit's solicitation of proxies for
its special meeting of shareholders to be held to approve, among other things,
the proposed transaction, because these documents will contain important
information about Summit, YS Biopharma and the proposed transaction. After the
Registration Statement is filed and declared effective, Summit will mail a
definitive proxy statement and other relevant documents to its shareholders as
of the record date to be established for voting on the proposed transaction.
Shareholders may also obtain a copy of the preliminary and definitive proxy
statement/prospectus to be included in the Registration Statement, once
available, as well as other documents filed with the SEC regarding the proposed
transaction and other documents filed with the SEC, without charge, at the SEC's
website located at www.sec.gov.
Participants in the Solicitation
Summit, YS Biopharma and their respective directors, executive officers and
other members of management and employees may, under SEC rules, be deemed to be
participants in the solicitations of proxies from Summit's shareholders in
connection with the proposed transaction. Information regarding the persons who
may, under SEC rules, be deemed participants in the solicitation of Summit's
shareholders in connection with the proposed transaction will be set forth in
Summit's proxy statement/prospectus to be filed with the SEC in connection with
the transaction. You can find more information about Summit's directors and
executive officers in Summit's final prospectus related to its initial public
offering dated June 8, 2021. Additional information regarding the participants
in the proxy solicitation and a description of their direct and indirect
interests will be included in the proxy statement/prospectus when it becomes
available. Shareholders, potential investors and other interested persons should
read the proxy statement/prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain free copies of these
documents from the sources indicated above.
No Offer or Solicitation
This Current Report is not a proxy statement or solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the potential
transaction, and does not constitute an offer to sell or the solicitation of an
offer to buy any securities of Summit or YS Biopharma, or a solicitation of any
vote or approval, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of the Securities Act.
© Edgar Online, source Glimpses