(State or other jurisdiction

of incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

Unit 1101, 11th Floor

1 Lyndhurst Tower, 1 Lyndhurst Terrace

Central, Hong Kong

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))

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

an Underwriting Agreement, dated June 8, 2021, between the Company and BofA Securities, Inc., as representative of the underwriters named therein, which contains customary representations and warranties and indemnification of the underwriter by the Company;

a Warrant Agreement, dated June 8, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), which sets forth the expiration and exercise price of and procedure for exercising the Warrants (as defined below); certain adjustment features of the terms of exercise; provisions relating to redemption and cashless exercise of the Warrants; certain registration rights of the holders of Warrants; provision for amendments to the Warrant Agreement; and indemnification of the warrant agent by the Company under the agreement;

a Private Placement Warrants Purchase Agreement, dated June 8, 2021 between the Company and Summit Healthcare Acquisition Sponsor LLC (the “Sponsor”), pursuant to which the Sponsor purchased 6,000,000 private placement warrants, each exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant (the “Private Placement Warrants” and, together with the Public Warrants, the “Warrants”);

an Investment Management Trust Agreement, dated June 8, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee, which establishes the trust account that will hold the net proceeds of the IPO and certain of the proceeds of the sale of the Private Placement Warrants, and sets forth the responsibilities of the trustee; the procedures for withdrawal and direction of funds from the trust account; and indemnification of the trustee by the Company under the agreement;

a Registration and Shareholder Rights Agreement, dated June 8, 2021, among the Company, the Sponsor and certain shareholders of the Company, which provides for customary demand and piggy-back registration rights for the Sponsor, and customary piggy-back registration rights for such other equity holders, as well as certain transfer restrictions applicable to the Sponsor with respect to the Company’s securities, and, upon and following consummation of our initial business combination, the right of the Sponsor to nominate three individuals for election to the Company’s board of directors;

a Letter Agreement, dated June 8, 2021, among the Company, the Sponsor and each executive officer and director of the Company, pursuant to which the Sponsor and each executive officer and director of the Company has agreed to vote any equity of the Company held by him, her or it in favor of the Company’s initial business combination; to facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within 24 months of the date hereof; to certain transfer restrictions with respect to the Company’s securities; to certain indemnification obligations of the Sponsor; and the Company has agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the Sponsor;

an Administrative Services Agreement, dated June 8, 2021, between the Company and the Sponsor, pursuant to which the Sponsor has agreed to make available office space, secretarial and administrative services, as may be required by the Company from time to time, for $10,000 per month until the earlier of the Company’s initial business combination or liquidation;

a Forward Purchase Agreement, dated April 30, 2021, between the Company, the sponsor and Snow Lake Capital (HK) Limited, providing for the purchase of an aggregate of 2,000,000 Class A ordinary shares, plus an aggregate of 500,000 redeemable warrants to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $20,000,000 or $10.00 per Class A ordinary share, in a private placement to close concurrently with the closing of the Company’s initial business combination. As an inducement to enter into these agreements, the Sponsor transferred an aggregate of 250,000 Class B ordinary shares to Snow Lake Capital (HK) Limited, for no cash consideration; and

a Forward Purchase Agreement, dated April 30, 2021, between the Company, the sponsor and The Valliance Fund, providing for the purchase of an aggregate of 1,000,000 Class A ordinary shares, plus an aggregate of 250,000 redeemable warrants to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $10,000,000 or $10.00 per Class A ordinary share, in a private placement to close concurrently with the closing of the Company’s initial business combination. As an inducement to enter into these agreements, the Sponsor transferred an aggregate of 125,000 Class B ordinary shares to The Valliance Fund, for no cash consideration.