UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1416, 2023

SUMMIT HEALTHCARE ACQUISITION CORP.

(Exact name of Registrant as Specified in Its Charter)


Cayman Islands	001-40466	98-1574360
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Unit 1101, 11^th Floor 1 Lyndhurst Tower, 1 Lyndhurst Terrace Central, Hong Kong		N/A
(Address of Principal Executive Offices)		(Zip Code)

+852-2155-7212

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant	SMIHU	Nasdaq Capital Market
Class A ordinary shares, par value $0.0001 per share, included as part of the units	SMIH	Nasdaq Capital Market
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	SMIHW	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

~~Item~~Introductory ~~5.07 Submission of Matters to a Vote of Security Holders.~~Note

OnAs ~~March 14,~~previously ~~2023~~disclosed, on September 29, 2022, Summit Healthcare Acquisition Corp., an exempted company incorporated with limited liability under the laws of Cayman Islands (“Summit”) ~~held~~ anentered ~~extraordinary~~into ~~general~~a ~~meeting~~business ofcombination ~~shareholders~~agreement (the “~~Extraordinary~~Business ~~General~~Combination ~~Meeting~~Agreement”) with YishengBio Co., AtLtd, an exempted company limited by shares incorporated under the ~~Extraordinary~~laws ~~General~~of the Cayman Islands (to be renamed as YS ~~Meeting~~Biopharma Co., aLtd., ~~total~~herein ofreferred 15to as “YS Biopharma”),~~865,381~~ ~~(approximately~~Oceanview 61Bioscience Acquisition Co.~~61%)~~, Ltd., an exempted company limited by shares incorporated under the laws of ~~Summit’s~~the ~~issued~~Cayman Islands and ~~outstanding~~a ~~ordinary~~direct ~~shares~~wholly-owned ~~(the~~subsidiary of YS Biopharma (“~~Summit~~Merger ~~Shares~~Sub I”) ~~held~~and ofHudson ~~record~~Biomedical asGroup ~~of February 2~~Co., ~~2023~~Ltd., ~~the~~an ~~record~~exempted ~~date~~company ~~for~~limited by shares incorporated under the ~~Extraordinary~~laws ~~General~~of ~~Meeting~~the Cayman Islands and a direct wholly-owned subsidiary of YS Biopharma (“Merger Sub II,” ~~were~~and ~~present~~together ~~either~~with Merger Sub I, “Merger Subs”). inCapitalized ~~person~~terms ornot byotherwise ~~proxy,~~defined ~~which~~herein ~~constituted~~have athe ~~quorum~~same ~~for~~meanings ascribed to them in the ~~transaction~~Business ofCombination ~~business~~Agreement.

On March 14, 2023, Summit’s ~~shareholders voted~~held onan ~~the~~extraordinary ~~following~~general ~~proposals~~meeting atof ~~the~~shareholders ~~Extraordinary~~and ~~General~~approved ~~Meeting,~~the inproposal ~~each~~to ~~case~~approve the Business Combination (as defined ~~and~~below). ~~described~~In inconnection ~~greater~~with ~~detail~~the inBusiness ~~the definitive~~Combination, ~~proxy~~holders ~~statement/final~~of ~~prospectus~~19,388,769 ~~filed~~Summit’s ~~with~~Class ~~the~~A ~~U.S.~~ordinary ~~Securities~~shares ~~Exchange~~exercised their ~~Commission~~right ~~(the~~to ~~“SEC”)~~redeem ontheir ~~February 8, 2023~~shares ~~(as~~for ~~supplemented,~~cash ~~amended~~at ora ~~updated~~redemption ~~from~~price ~~time~~of toapproximately ~~time~~US$10.1 per share, ~~the~~for ~~“Proxy~~an ~~Statement/Prospectus”)~~aggregate redemption amount of US$195,826,566.9.

~~Capitalized~~On ~~terms~~March ~~not~~16, ~~otherwise~~2023 (the “Closing ~~defined~~Date”), ~~herein~~pursuant ~~have~~to the ~~same~~Business ~~meanings~~Combination ~~ascribed~~Agreement, immediately prior to ~~them~~the ineffective time of the ~~Proxy~~First ~~Statement/Prospectus~~Merger (the “First Merger Effective Time”), (i) each preferred share of YS Biopharma with par value of US$0.000005 was 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 were 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 were 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 was adopted and became effective. Items (i) through (iii) are herein referred to as the “YS Biopharma Capital Restructuring.”

~~Proposal No. 1~~Pursuant –to ~~The~~the Business Combination ~~Proposal~~Agreement, –following ~~The~~completion ~~approval~~of the YS Biopharma Capital Restructuring and immediately prior to the First Merger Effective Time, (i) each of ~~this~~Summit’s ~~proposal~~units ~~required~~(“Units”) an(each consisting of one Class A ordinary ~~resolution~~share of Summit, par value US$0.0001 ~~under~~per ~~Cayman~~share ~~Islands~~(“Summit ~~law~~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 was automatically detached and the holder thereof was deemed to hold one Summit ~~Articles~~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, ~~being~~but excluding any treasury Summit Shares, redeeming Summit Shares and dissenting Summit Shares) issued and outstanding immediately prior to the ~~affirmative~~First ~~vote~~Merger Effective Time was automatically cancelled and ceased 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 ~~holders~~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 ~~majority~~Cayman Islands limited liability company (“Sponsor”) was 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 was automatically cancelled and ceased to exist, in exchange for the right to receive one newly issued YS Biopharma Ordinary Share; (iv) each Summit ~~Shares~~Class ~~present~~B Share held by a Forward Purchase Investor and its permitted transferees issued and outstanding immediately prior to the First Merger Effective Time was automatically cancelled and ceased to exist, in ~~person~~exchange ~~physically~~for orthe right to receive such fraction of newly issued YS Biopharma Ordinary Shares that is equal to the SPAC Class A Exchange Ratio, without interest (as such Forward Purchase Investor had fully delivered its portion of the Forward Purchase Investment Amount as required under the applicable Forward Purchase Agreement); and (v) each whole Summit Warrant (including Summit Warrants held by ~~virtual~~Summit’s ~~attendance~~public orshareholders ~~represented~~as a result of the Unit Separation) outstanding immediately prior to the First Merger Effective Time ceased to be a warrant with respect to Summit Shares and be assumed by ~~proxy~~YS Biopharma and ~~entitled~~converted into a warrant of YS Biopharma to ~~vote~~purchase atone ~~the~~YS ~~Extraordinary~~Biopharma Ordinary Share (“YS Biopharma Warrants”), subject to substantially ~~General~~the ~~Meeting~~same terms and conditions prior to the First Merger Effective Time. ~~The~~All the rights and obligations of Summit Shares and Summit Warrants are terminated, unless as otherwise assigned and assumed by YS Biopharma in accordance with the Business Combination ~~Proposal~~Agreement. ~~was~~No ~~approved~~fractional shares or warrants were issued in the foregoing process, and all such shares or warrants were rounded down to the nearest whole number of shares or warrants. ~~The~~Upon ~~voting~~the ~~results~~Closing, the amended and restated memorandum and articles of association of YS Biopharma, which was field as Exhibit 3.1 to the ~~Summit~~definitive ~~Shares~~proxy ~~were~~statement/final prospectus filed with the SEC on February 8, 2023, as ~~follows:~~supplemented on February 21, 2023 will become effective.

For	Against	Abstain
13,435,758	2,429,219	404

The SPAC Class A Exchange Ratio is 1.4286, calculated based on the number of redeeming and non-redeeming Summit Shares. As a result, an aggregate of up to 1,708,497 YS Biopharma Ordinary Shares, including 1,446,525 YS Biopharma Ordinary Shares contributed by the Sponsor through a share surrender immediately prior to the First Merger Effective Time and up to 261,972 new YS Biopharma Ordinary Shares, were provided to non-redeeming Summit Shareholders and the Forward Purchase Investors.

~~Proposal~~In addition, upon the consummation ~~No. 2~~of –the ~~The~~First Merger, ~~Proposal~~(i) –each ~~The~~Redeeming ~~approval~~SPAC ofShare ~~this~~issued ~~proposal~~and ~~required~~outstanding aimmediately ~~special~~prior ~~resolution~~to ~~under~~the ~~Cayman~~First Merger Effective Time was cancelled ~~Islands~~and ~~law~~ceased to exist and thereafter represented only the ~~Summit~~right ~~Articles,~~to ~~being~~be ~~the~~paid ~~affirmative~~a ~~vote~~pro rata share of the ~~holders~~SPAC ofShareholder atRedemption ~~least~~Amount ~~two-thirds~~in accordance with Summit’s amended and restated memorandum and articles of ~~the~~association; ~~issued~~and (ii) each Dissenting SPAC Share issued and outstanding ~~Summit Shares~~immediately ~~present~~prior into ~~person~~the ~~physically~~First orMerger Effective Time held by ~~virtual~~a ~~attendance~~Dissenting orSPAC ~~represented~~Shareholder bywas ~~proxy~~cancelled and ~~entitled~~ceased to exist ~~vote~~and atthereafter represented only the ~~Extraordinary~~right ~~General Meeting.~~to ~~The~~be ~~Merger~~paid ~~Proposal~~the ~~was~~fair ~~approved.~~value ~~The~~of ~~voting~~such ~~results~~Dissenting ofSPAC ~~the~~Share ~~Summit~~and ~~Shares~~such ~~were~~other rights as ~~follows:~~are granted by the Cayman Act.

For	Against	Abstain
13,435,758	2,429,219	404

The YS Biopharma Ordinary Shares and YS Biopharma Warrants are expected to begin trading on the Nasdaq Capital Market under the symbols “YS” and “YSBPW,” respectively, on March 17, 2023.

~~Proposal~~The ~~No. 3~~foregoing –description ~~The~~of ~~Adjournment~~the ~~Proposal~~Business –Combination ~~This~~Agreement ~~proposal~~and ~~was~~the rights and restrictions contemplated thereby does not ~~presented~~purport atto be complete and is qualified in its entirety by the ~~Extraordinary~~terms ~~General~~and ~~Meeting~~conditions of the Business Combination Agreement, which was filed as ~~each~~Exhibit of2.1 ~~the~~to ~~other~~Summit’s ~~Proposals~~Current ~~received~~Report aon ~~sufficient~~Form ~~number~~8-K offiled ~~votes~~on September 29, 2023 (for ~~approval~~the Business Combination Agreement), and is incorporated herein by reference.

Item 72.01 ~~Regulation~~Completion FDof ~~Disclosure~~Acquisition or Disposition of Assets.

OnThe ~~March 14,~~information ~~2023,~~set forth ~~Summit~~in ~~and YS Biopharma issued a joint press release announcing~~ the ~~approval~~Introductory ofNote ~~the Business Combination and other related proposals by Summit’s shareholders. A copy~~ of ~~the joint press release is furnished as Exhibit 99.1 to~~ this Current Report on Form 8-K ~~(this~~ ~~“Current~~is ~~Report”)~~incorporated by reference herein.

~~The information in this~~ Item 73.01, ~~including~~Notice ~~Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes~~ of ~~Section 18~~Delisting ~~of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),~~ or ~~otherwise~~Failure ~~subject~~ to ~~liabilities~~Satisfy ~~under~~a ~~that~~Continued ~~section, and~~Listing ~~shall~~Rule ~~not~~or beStandard; ~~deemed~~Transfer ~~to be incorporated by reference into the filings~~ of ~~Summit~~Listing; ~~under~~Material ~~the~~Modification ~~Securities~~to ~~Act~~Rights of ~~1933,~~Security ~~as amended (the “Securities Act”) or the Exchange Act, regardless of any general incorporation language in such filings~~Holders.

~~Item~~On 8March 16, 2023, in connection with the consummation of the Business Combination, Summit notified Nasdaq that the Business Combination had become effective and requested that Nasdaq file a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to notify the SEC that Summit’s ordinary shares, warrants and units were to be delisted and deregistered under Section 12(b) of the Exchange Act.01 ~~Other~~As ~~Events~~a result of the Business Combination having become effective, Nasdaq determined to permanently suspend trading of Summit’s ordinary shares, warrants and units prior to the opening of trading on March 17, 2023. The deregistration will become effective 10 days from the filing of the Form 25, which occurred on March 16, 2023. Summit intends to file a Form 15 with the SEC in order to complete the deregistration of Summit’s securities under the Exchange Act.

~~19,388,769~~Item ~~Summit Shares were redeemed in connection with the Extraordinary General Meeting~~3.03 ~~Based~~Material onModifications ~~such~~to ~~results,~~Rights ~~the “Redemption Rate” is 96.9% and the “Summit Class A Exchange Ratio” is 1.4286 for the purposes~~ of ~~the~~Security ~~Business Combination, as such terms are defined in the Proxy Statement/Prospectus~~Holders.

~~Based~~To on the ~~results~~extent ofrequired by ~~the~~Item ~~Extraordinary~~3.03 ~~General~~of ~~Meeting~~Form 8-K, ~~and subject to~~ the ~~satisfaction~~disclosure orset ~~waiver~~forth ~~of certain other closing conditions as described~~ in the ~~Proxy~~ ~~Statement/Prospectus~~Introductory Note, ~~the~~Item ~~Business~~2.01 ~~Combination~~ and ~~other~~Item ~~transactions~~3.01 ~~contemplated~~above byand ~~the~~Item ~~Business Combination Agreement is expected to be consummated on March 16, 2023~~5.01 ~~Following~~below ~~the consummation~~ of ~~the~~this ~~Business Combination, the ordinary shares and warrants of~~Current YSReport ~~Biopharma are expected to begin trading~~ on ~~the~~Form ~~Nasdaq~~8-K ~~Capital~~is ~~Market~~incorporated ~~under~~by ~~the~~reference ~~symbols~~in ~~“YS”~~this ~~and~~Item ~~“YSBPW,” respectively, on March 17, 2023~~3.03.

Item 5.01 Changes in Control of Registrant.

To the extent required by Item 5.01 of Form 8-K, the disclosure set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

As a result of the consummation of the Business Combination, a change in control of Summit occurred. At the First Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub I and Summit became the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving Entity, which included the assumption by the Surviving Entity of any and all agreements, covenants, duties and obligations of Merger Sub I and Summit set forth in the Business Combination Agreement to be performed after the First Merger Effective Time. At the Second Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving Entity and Merger Sub II became the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving Company, which included the assumption by the Surviving Company of any and all agreements, covenants, duties and obligations of the Surviving Entity and Merger Sub II set forth in the Business Combination Agreement to be performed after the Second Merger Effective Time.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the Business Combination Agreement, Summit merged with Merger Sub II and upon the Second Merger Effective Time, Summit ceased to exist and each of Summit’s officers and directors forthwith ceased to serve as an officer or director of Summit, including each of Bo Tan, Ken Poon, Ian Stone, Thomas Folinsbee and Tao Bai ceased to be a director of Summit, Bo Tan resigned as Chief Executive Officer, Co-Chief Investment Officer and Ken Poon resigned as President, Co-Chief Investment Officer. These resignations were not due to any disagreement between Summit and the officers and directors on any matter relating to Summit’s operation, policies and practice. In the meanwhile, Mr. Yi Zhang, the chairman and director of YS Biopharma will serve as the sole director of Merger Sub II, the surviving entity after the Second Merger.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The Exhibit Index is incorporated by reference herein.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Joint Press Release dated March 14, 2023
2.1*		Business Combination Agreement, dated as of September 29, 2022, by and among Summit, YS Biopharma, Merger Sub I and Merger Sub II (incorporated by reference to Exhibit 2.1 to Summit’s Current Report on Form 8-K filed with the SEC on September 29, 2022)
104		Cover page Interactive Data File (embedded within the Inline XBRL document)

~~Cautionary~~* ~~Statement~~Schedules ~~Regarding~~and ~~Forward~~exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-~~Looking Statements~~K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission; provided, however, that the registrant may request confidential treatment for any such schedules so furnished.

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 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 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 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 Proxy Statement/Prospectus filed with SEC on February 8, 2023, as supplemented on February 21, 2023, 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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SUMMIT HEALTHCARE ACQUISITION CORP.	~~SUMMIT HEALTHCARE ACQUISITION CORP.~~
Dated: March 14, 2023
Dated: March 16, 2023
	By:	/s/ BoYi ~~Tan~~Zhang
		Bo Tan
		Yi Zhang
		Chief Executive Officer, Co-Chief Investment Officer and Director
		Sole Director

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