References to the "Company," "our," "us" or "we" refer to Summit Healthcare
Acquisition Corp. The following discussion and analysis of the Company's
financial condition and results of operations should be read in conjunction with
the unaudited condensed financial statements and the notes thereto contained
elsewhere in this report. Certain information contained in the discussion and
analysis set forth below includes forward-looking statements that involve risks
and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). We have based these forward-looking statements on our current
expectations and projections about future events. These forward-looking
statements are subject to known and unknown risks, uncertainties and assumptions
about us that may cause our actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by such
forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may," "should," "could," "would," "expect,"
"plan," "anticipate," "believe," "estimate," "continue," or the negative of such
terms or other similar expressions. Such statements include, but are not limited
to, possible business combinations and the financing thereof, and related
matters, as well as all other statements other than statements of historical
fact included in this Form 10-Q. Factors that might cause or contribute to such
a discrepancy include, but are not limited to, those described in our other
Securities and Exchange Commission ("SEC") filings.
Overview
We are a blank check company incorporated on December 22, 2020 as a Cayman
Islands exempted company for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities. We intend to effectuate our
initial business combination using cash from the proceeds of our initial public
offering ("Initial Public Offering") and the sale of the private placement
warrants and forward purchase securities, the proceeds of the sale of our shares
in connection with our initial business combination (pursuant to forward
purchase agreements or backstop agreements we may enter into following the
consummation of this offering or otherwise), shares issued to the owners of the
target, debt issued to bank or other lenders or the owners of the target, or a
combination of the foregoing or other sources.
The issuance of additional ordinary shares in a Business Combination:
• may significantly dilute the equity interest of investors in this
offering, which dilution would increase if the anti-dilution provisions
of the Class B ordinary shares resulted in the issuance of Class A
ordinary shares on a greater than one-to-one basis upon conversion of the
Class B ordinary shares;
• may subordinate the rights of holders of Class A ordinary shares if
preferred shares are issued with rights senior to those afforded our
Class A ordinary shares;
• could cause a change of control if a substantial number of our ordinary
shares are issued, which may affect, among other things, our ability to
use our net operating loss carry forwards, if any, and could result in
the resignation or removal of our present officers and directors;
• may have the effect of delaying or preventing a change of control of us
by diluting the share ownership or voting rights of a person seeking to
obtain control of us; and
• may adversely affect prevailing market prices for our Class A ordinary
shares and/or warrants.
Similarly, if we issue debt securities, it could result in:
• default and foreclosure on our assets if our operating revenues after an
initial business combination are insufficient to repay our debt
obligations;
• acceleration of our obligations to repay the indebtedness even if we make
all principal and interest payments when due if we breach certain
covenants that require the maintenance of certain financial ratios or
reserves without a waiver or renegotiation of that covenant;
• our immediate payment of all principal and accrued interest, if any, if
the debt is payable on demand;
• our inability to obtain necessary additional financing if the debt
contains covenants restricting our ability to obtain such financing while
the debt is outstanding;
• our inability to pay dividends on our Class A ordinary shares;
• using a substantial portion of our cash flow to pay principal and
interest on our debt, which will reduce the funds available for dividends
on our Class A ordinary shares if declared, expenses, capital
expenditures, acquisitions and other general corporate purposes;
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• limitations on our flexibility in planning for and reacting to changes in
our business and in the industry in which we operate;
• increased vulnerability to adverse changes in general economic, industry
and competitive conditions and adverse changes in government regulation;
and
• limitations on our ability to borrow additional amounts for expenses,
capital expenditures, acquisitions, debt service requirements, execution
of our strategy and other purposes and other disadvantages compared to
our competitors who have less debt.
We expect to continue to incur significant costs in the pursuit of our
acquisition plans. We cannot assure you that our plans to complete a Business
Combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities from inception through September 30, 2022 were
organizational activities, those necessary to prepare for the Initial Public
Offering, described below, and, after the Initial Public Offering, identifying a
target company for a Business Combination. We do not expect to generate any
operating revenues until after the completion of our initial Business
Combination. We generate non-operating income in the form of interest income on
marketable securities. We are incurring expenses as a result of being a public
company (for legal, financial reporting, accounting and auditing compliance), as
well as for due diligence expenses in connection with completing a Business
Combination.
For the three months ended September 30, 2022, we had net income of $5,705,354,
which consists of interest income on investments held in the Trust Account of
$902,750 and gain recognized on extinguishment of deferred underwriting
commissions of $7,000,000, offset by a change in fair value of warrant
liabilities of $1,206,319, a change in fair value of FPA of $409,888 and general
and administrative expenses of $581,189.
For the nine months ended September 30, 2022, we had net income of $14,551,968,
which consists of interest income on investments held in the Trust Account of
$1,192,968, a change in fair value of warrant liabilities of $8,008,547 and gain
recognized on extinguishment of deferred underwriting commissions of $7,000,000,
offset by a change in fair value of FPA of $423,987 and general and
administrative expenses of $1,225,560.
For the three months ended September 30, 2021, we had net income of $1,034,797,
which consists of a change in fair value of warrant liabilities of $1,797,111
and interest income on investments held in the Trust Account of $2,573, offset
by the general and administrative expenses of $202,904 and change in fair value
of FPA of $561,983.
For the nine months ended September 30, 2021, we had net loss of $3,646,267,
which consists of general and administrative expenses of $246,868, a change in
fair value of warrant liabilities of $88,010, a change in fair value of FPA of
$2,807,021 and transaction costs allocable to warrants $507,417, offset by
interest income on investments held in the Trust Account of $3,049.
Liquidity and Capital Resources; Going concern
On June 11, 2021, we consummated our Initial Public Offering of 20,000,000
Units, at a price of $10.00 per Unit, generating gross proceeds of $200,000,000.
Simultaneously with the closing of the Initial Public Offering, we consummated
the sale of 6,000,000 Private Placement Warrants to our sponsor at a price of
$1.00 per warrant, generating gross proceeds of $6,000,000.
Following our Initial Public Offering and the sale of the Private Placement
Warrants, a total of $200,000,000 was placed in the Trust Account. We incurred
$11,587,941 in transaction costs, including $4,000,000 of underwriting fees,
$7,000,000 of deferred underwriting fees (which was waived in full in July 2022
and resulted in $7,000,000 gain recognized on extinguishment of deferred
underwriting commissions) and $587,941 of other cash offering costs.
For the nine months ended September 30, 2022, cash used in operating activities
was $815,101. Net income of $14,551,968 consists of an unrealized loss on change
in fair value of FPA liability of $423,987, an unrealized gain on change in fair
value of warrant liabilities of $8,008,547, interest earned on investments held
in the Trust Account of $1,192,968, gain recognized on extinguishment of
deferred underwriting commissions of $7,000,000 and changes in operating assets
and liabilities, which provided $410,459 of cash from operating activities.
For the nine months ended September 30, 2021, cash used in operating activities
was $423,286. Net loss of $3,646,267 consists of an unrealized loss on change on
fair value of warrants and FPA warrants of $2,895,031, transaction costs
allocable to warrants of $507,417, offset by interest earned on investments held
in the Trust Account of $3,049, and changes in operating assets and liabilities,
which used $176,418 of cash from operating activities.
As of September 30, 2022, we had investments held in the Trust Account of
$201,200,243. We intend to use substantially all of the funds held in the Trust
Account, including any amounts representing interest earned on the Trust Account
(which interest shall be net of taxes payable and excluding deferred
underwriting commissions) to complete our Business Combination. To the extent
that our share capital is used, in whole or in part, as consideration to
complete a Business Combination, the remaining proceeds held in the Trust
Account will be used as working capital to finance the operations of the target
business or businesses, make other acquisitions and pursue our growth
strategies.
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As of September 30, 2022, we had cash of $70,097 held outside of trust account.
We intend to use the funds for working capital purpose primarily to identify and
evaluate target businesses, perform business due diligence on prospective target
businesses, travel to and from the offices, plants or similar locations of
prospective target businesses or their representatives or owners, review
corporate documents and material agreements of prospective target businesses,
structure, negotiate and complete a Business Combination.
In order to fund working capital deficiencies or finance transaction costs in
connection with a Business Combination, our Sponsor or an affiliate of our
Sponsor or certain of our officers and directors may, but are not obligated to,
loan us funds as may be required. If we complete a Business Combination, we
would repay such loaned amounts. In the event that a Business Combination does
not close, we may use a portion of the working capital held outside the Trust
Account to repay such loaned amounts, but no proceeds from our Trust Account
would be used for such repayment. Up to $1,500,000 of such loans may be
convertible into warrants, at a price of $1.00 per warrant unit at the option of
the lender. The warrants would be identical to the Private Placement Warrants.
On September 29, 2022, we issued a Convertible Promissory Note (as described in
Note 6 of the financial statement) to the Sponsor, pursuant to which, we may
borrow up to $1,500,000 from the Sponsor for working capital purpose. On
October 12, 2022, we had drawn down $700,000 under the Convertible Promissory
Note.
If our estimate of the costs of identifying a target business, undertaking
in-depth due diligence and negotiating a Business Combination are less than the
actual amount necessary to do so, we may have insufficient funds available to
operate our business prior to our initial Business Combination. Moreover, we may
need to obtain additional financing either to complete our Business Combination
or because we become obligated to redeem a significant number of our Public
Shares upon completion of our Business Combination, in which case we may issue
additional securities or incur debt in connection with such Business
Combination.
If we are unable to raise additional capital, we may be required to take
additional measures to conserve liquidity, which could include, but not
necessarily be limited to, curtailing operations, suspending the pursuit of a
potential transaction, and reducing overhead expenses. We cannot provide any
assurance that new financing will be available to it on commercially acceptable
terms, if at all.
We have until June 11, 2023 to consummate a business combination. It is
uncertain that we will be able to consummate a business combination by such
date. If a business combination is not consummated by the required date, we will
commence an automatic winding up, dissolution and liquidation. In connection
with our assessment of going concern considerations in accordance with Financial
Accounting Standard Board's Accounting Standards Update ("ASU") 2014-15,
"Disclosures of Uncertainties about an Entity's Ability to Continue as a Going
Concern," the management has determined that the liquidity condition and
automatic liquidation, should a business combination not occur, and potential
subsequent dissolution raises substantial doubt about our ability to continue as
a going concern. No adjustments have been made to the carrying amounts of assets
or liabilities should we be required to liquidate after June 11, 2023.
Off-balance sheet financing arrangements
We have no obligations, assets or liabilities, which would be considered
off-balance sheet arrangements as of September 30, 2022. We do not participate
in transactions that create relationships with unconsolidated entities or
financial partnerships, often referred to as variable interest entities, which
would have been established for the purpose of facilitating off-balance sheet
arrangements. We have not entered into any off-balance sheet financing
arrangements, established any special purpose entities, guaranteed any debt or
commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities, other than an agreement to pay our sponsor
a monthly fee of up to $10,000 for office space, and administrative and support
services, provided to us. We began incurring these fees on June 8, 2021 and will
continue to incur these fees monthly until the earlier of the completion of a
Business Combination and our liquidation.
Critical Accounting Policies
The preparation of condensed financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States of
America requires our management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, disclosure of contingent assets
and liabilities at the date of the financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those
estimates. We have identified the following critical accounting policies:
Derivative Financial Instruments
We evaluate our financial instruments to determine if such instruments are
derivatives or contain features that qualify as embedded derivatives in
accordance with ASC Topic 815, "Derivatives and Hedging". For derivative
financial instruments that are accounted for as liabilities, the derivative
instrument is initially recorded at its fair value on the grant date and is then
re-valued at each reporting date, with changes in the fair value reported in the
statements of operations. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as
equity, is evaluated at the end of each reporting period. Derivative liabilities
are classified in the balance sheet as current or non-current based on whether
or not net-cash settlement or conversion of the instrument could be required
within 12 months of the balance sheet date.
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Warrant Liability and Forward Purchase Agreement
We account for the 16,000,000 warrants issued in connection with the IPO (the
10,000,000 Public Warrants and the 6,000,000 Private Placement Warrants) and
Forward Purchase Agreement ("FPA") in accordance with the guidance contained in
FASB ASC 815 "Derivatives and Hedging" whereby under that provision the warrants
and FPA do not meet the criteria for equity treatment and must be recorded as
liabilities. Accordingly, we will classify warrants and FPA as liabilities at
their fair value. These liabilities are subject to re-measurement at each
reporting period. With such re-measurement, the changes in fair value are
recognized in the Statement of Operations in the period of change. Derivative
warrant liabilities and FPA are classified as non-current liabilities as their
liquidation is not reasonably expected to require the use of current assets or
require the creation of current liabilities.
Class A Ordinary Shares Subject to Possible Redemption
We account for our Class A ordinary shares subject to possible redemption in
accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from
Equity." Ordinary shares subject to mandatory redemption (if any) are classified
as a liability instrument and measured at fair value. Conditionally redeemable
ordinary shares (including ordinary shares that feature redemption rights that
are either within the control of the holder or subject to redemption upon the
occurrence of uncertain events not solely within our control) are classified as
temporary equity. At all other times, ordinary shares are classified as
shareholders' equity. Our Class A ordinary shares feature certain redemption
rights that are considered to be outside of our control and subject to the
occurrence of uncertain future events. Accordingly, as of September 30, 2022 and
December 31, 2021, 20,000,000 and 20,000,000 Class A ordinary shares,
respectively, subject to possible redemption are presented at redemption value
as temporary equity, outside of the shareholders' equity (deficit) section of
our balance sheet.
Net Income (Loss) Per Ordinary Share
We have two classes of shares, which are referred to as Class A ordinary shares
and Class B ordinary shares. Earnings and losses are shared pro rata between the
two classes of shares. The 16,000,000 potential Class A ordinary shares for
outstanding warrants to purchase our Class A ordinary shares were excluded from
diluted earnings per share for the three months and nine months ended
September 30, 2022 because the warrants are contingently exercisable, and the
contingencies have not yet been met. As a result, diluted net income (loss) per
ordinary share is the same as basic net income (loss) per ordinary share for the
periods.
Recent Accounting Pronouncements
In August 2020, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU") 2020-06, Debt-Debt with Conversion and Other
Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's
Own Equity (Subtopic 815-40) ("ASU 2020-06") to simplify accounting for certain
financial instruments. ASU 2020-06 eliminates the current models that require
separation of beneficial conversion and cash conversion features from
convertible instruments and simplifies the derivative scope exception guidance
pertaining to equity classification of contracts in an entity's own equity. The
new standard also introduces additional disclosures for convertible debt and
freestanding instruments that are indexed to and settled in an entity's own
equity. ASU 2020-06 amends the diluted earnings per share guidance, including
the requirement to use the if-converted method for all convertible instruments.
ASU 2020-06 is effective on January 1, 2024 for smaller reporting companies and
should be applied on a full or modified retrospective basis, with early adoption
permitted beginning on January 1, 2021. We are currently assessing the impact,
if any, that ASU 2020-06 would have on its financial position, results of
operations or cash flows.
Our management does not believe that any other recently issued, but not yet
effective, accounting pronouncements, if currently adopted, would have a
material effect on our financial statements.
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