Item 8.01 Other Events
Rescheduling of Extraordinary General Meeting
As previously announced, on September 29, 2022, Summit Healthcare Acquisition
Corp. (the "Company" or "Summit") entered into a business combination agreement
(the "Business Combination Agreement") with YishengBio Co., Ltd (to be renamed
as YS Biopharma Co., Ltd., herein referred to as "YS Biopharma") and other
parties thereto, in connection with the proposed business combination (the
"Business Combination") between the Company and YS Biopharma.
On February 9, 2023, the Company announced that the Securities and Exchange
Commission (the "SEC") has declared the effectiveness of YS Biopharma's
registration statement on Form F-4 (the "Registration Statement") in connection
with the proposed Business Combination on February 7, 2023. The Company further
announced that it has established a record date (the "Record Date") of February
2, 2023 and will hold an extraordinary general meeting of shareholders (the
"Extraordinary General Meeting") at 9:00 a.m. Eastern Time on March 1, 2023, to
approve the Business Combination.
The Company has decided to reschedule the Extraordinary General Meeting from
9:00 a.m. Eastern Time on March 1, 2023 to 9:00 a.m. Eastern Time on March 14,
2023, to allow more time for the preparation of closing logistics, and extend
the redemption deadline from 5:00 p.m. Eastern Time on February 27, 2023 to 5:00
p.m. Eastern Time on March 10, 2023, two business days prior to the vote at the
rescheduled Extraordinary General Meeting. February 2, 2023 will remain as the
Record Date for the rescheduled Extraordinary General Meeting.
Any demand for redemption may be withdrawn at any time, with the Company's
consent, until the vote is taken with respect to the Business Combination. If a
shareholder of the Company has delivered its shares for redemption to the
Company's transfer agent and has decided within the required timeframe not to
exercise its redemption rights, it may request that the Company's transfer agent
return the shares (physically or electronically). Such requests may be made by
contacting the Company's transfer agent at:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attention: SPAC Redemption Team
Email: spacredemptions@continentalstock.com
If you have already returned a validly executed proxy card, your votes will be
recorded unless you submit a subsequent proxy or otherwise revoke your prior
proxy prior to the Extraordinary General Meeting. If your shares are held in
"street name" you may revoke any prior vote or proxy by following the telephone
and/or Internet voting procedures provided to you by your bank or broker until
9:00 a.m. Eastern Time on March 14, 2023.
Extraordinary General Meeting Details
The Extraordinary General Meeting will be held at 9:00 a.m. Eastern Time on
March 14, 2023 at 35th Floor, Two Exchange Square, 8 Connaught Place Central,
Hong Kong and virtually via live webcast. Rather than attending in person, the
Company's shareholders are encouraged to attend via live webcast at
https://www.cstproxy.com/summithealthcarespac/2023 where they will be able to
listen to the meeting live and vote during the meeting: Within the United States
and Canada: +1 800-450-7155 (toll-free); outside of the United States and
Canada: +1 857-999-9155 (standard rates apply); Conference ID: 0968107#. To
register and receive access to the hybrid virtual meeting, registered
shareholders and beneficial shareholders (those holding shares through a stock
brokerage account or by a bank or other holder of record) will need to follow
the instructions applicable to them provided in the proxy statement distributed
by the Company in connection with Extraordinary General Meeting.
Every shareholder's vote is important, regardless of the number of shares held.
If you have any questions or need assistance voting, please contact Advantage
Proxy, Inc., the Company's proxy solicitor, at 1-877-870-8565 or 1-206-870-8565
(banks and brokers) or email at ksmith@advantageproxy.com.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K (the "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
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 are risks and uncertainties
described in the proxy statement/prospectus included in the Registration
Statement relating to the proposed Business Combination 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 Business
Combination transaction 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 Business Combination, the amount of redemption requests made by
Summit's public shareholders, costs related to the Business Combination, the
impact of the global COVID-19 pandemic, the risk that the Business Combination
disrupts current plans and operations as a result of the announcement and
consummation of the Business Combination, the outcome of any potential
litigation, government or regulatory proceedings, the sales performance of the
marketed vaccine product and the clinical trial development results of the
product candidates of YS Biopharma, and other risks and uncertainties, including
those to be included under the heading "Risk Factors" in the Registration
Statement 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.
Important Information for Shareholders and Investors
In connection with the Business Combination, YS Biopharma has filed a
Registration Statement on Form F-4 (the "Form F-4") with the SEC that includes a
proxy statement of Summit that also constitutes a prospectus of YS Biopharma
(the "Proxy Statement/Prospectus"), which was declared effective by the SEC on
February 7, 2023. The Business Combination will be submitted to shareholders of
Summit for their consideration and approval at the Extraordinary General
Meeting. Summit and YS Biopharma prepared the Form F-4, which includes a
definitive proxy statement which has been distributed to Summit's shareholders
in connection with Summit's solicitation for proxies for the vote by Summit's
shareholders in connection with the Business Combination and other matters as
described in the Registration Statement. Summit has mailed the definitive proxy
statement and other relevant documents to its shareholders as of the Record
Date. Summit's shareholders and other interested persons are urged and advised
to read the definitive proxy statement/prospectus, as amended and supplemented,
in connection with Summit's solicitation of proxies for the Extraordinary
General Meeting to be held to approve, among other things, the proposed Business
Combination, because these documents contain important information about Summit,
YS Biopharma and the proposed Business Combination. Summit's shareholders may
also obtain a copy of the definitive proxy statement as well as other documents
filed with the SEC by YS Biopharma regarding the proposed Business Combination
and documents filed with the SEC by Summit, without charge, at the SEC's website
located at https://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 solicitation of proxies of Summit's shareholders in
connection with the proposed Investors and security holders may obtain more
detailed information regarding Summit's directors and executive officers in
Summit's filings with the SEC. Information regarding the persons who may, under
SEC rules, be deemed participants in the solicitation of proxies to Summit's
shareholders in connection with the proposed Business Combination, including a
description of their direct and indirect interests, which may, in some cases, be
different than those of Summit's shareholders generally, is set forth in the
Registration Statement. Shareholders, potential investors and other interested
persons should read the Registration Statement carefully before making any
voting or investment decisions.
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 proposed
Business Combination, 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 of 1933, as amended.
This Current Report is not a substitute for the Registration Statement or for
any other document that Summit or YS Biopharma has filed and may file with the
SEC in connection with the proposed Business Combination. You are urged to read
the documents filed with the SEC carefully and in their entirety because they
will contain important information. You may obtain free copies of other
documents filed with the SEC by Summit and YS Biopharma through the website
maintained by the SEC at https://www.sec.gov.
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