| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SMIHU | Class B Ordinary Shares | Disposed to Issuer | -5.3M | -100% | 0 | Mar 16, 2023 | Class A Ordinary Shares | 5.3M | Direct | F1, F2, F3 | |||
| transaction | SMIHU | Private Placement Warrants | Disposed to Issuer | -6M | -100% | 0 | Mar 16, 2023 | Class A Ordinary Shares | 6M | Direct | F4, F5, F6 |
Summit Healthcare Acquisition Sponsor LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | As described in the prospectus for the initial public offering (File No. 333-255722) of Summit Healthcare Acquisition Corp. ("SMIH") under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. |
| F2 | On March 16, 2023, pursuant to a Business Combination Agreement dated as of September 29, 2022 (the "Business Combination Agreement"), by and among SMIH, YishengBio Co., Ltd ("YS Biopharma"), Oceanview Bioscience Acquisition Co., Ltd., a direct wholly owned subsidiary of YS Biopharma ("Merger Sub I") and Hudson Biomedical Group Co., Ltd., a direct wholly owned subsidiary of YS Biopharma ("Merger Sub II"), (i) Merger Sub I merged with and into SMIH (the "First Merger"), with SMIH surviving the First Merger as the surviving entity (the "Surviving Entity") and remaining as a wholly-owned subsidiary of YS Biopharma and (ii) the Surviving Entity merged with and into Merger Sub II (the "Second Merger"), with Merger Sub II surviving the Second Merger as the surviving company (the "Surviving Company") and remaining as a wholly-owned subsidiary of YS Biopharma. |
| F3 | (Continued from Footnote 2) Immediately before the effective time of the First Merger (the "First Merger Effective Time"), an aggregate of 1,446,525 Class B ordinary shares held by Summit Healthcare Acquisition Sponsor LLC, a Cayman Islands limited liability company (the "Sponsor") was surrendered for nil consideration, and after such surrender, each Class B ordinary share ceased to be outstanding and automatically converted into the right to receive one Ordinary Share of YS Biopharma. |
| F4 | Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at an exercise price of $11.50 per share. |
| F5 | As described in the prospectus for the initial public offering (File No. 333-255722) of SMIH under the heading "Description of Securities--Warrants," the Private Placement Warrants are identical to the warrants sold in connection with the Issuer's initial public offering and upon conversion of working capital loans, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Issuer, (ii) may not (including the Class A ordinary shares of the Issuer issuable upon exercise of such warrants), subject to certain limited exceptions, be transferred, assigned or sold by until 30 days after the completion of the Issuer's initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) are entitled to registration rights. |
| F6 | Immediately prior to the First Merger Effective Time, each whole Private Placement Warrant outstanding ceased be a warrant with respect to Class A ordinary shares, and was assumed by YS Biopharma and converted into a warrant to purchase one YS Biopharma Ordinary Share, subject to substantially the same terms and conditions prior to the First Merger Effective Time. |