SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Folinsbee Thomas

(Last)

(First)

(Middle)

C/O SUMMIT HEALTHCARE ACQUISITION CORP.

UNIT 1101, 11TH FLOOR, 1 LYNDHURST TOWER

(Street)

CENTRAL, HONG KONG

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Summit Healthcare Acquisition Corp. [ SMIHU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Ordinary Shares	⁽¹⁾	03/16/2023		D⁽²⁾⁽³⁾			25,000	⁽¹⁾	⁽¹⁾	Class A Ordinary Shares	25,000	⁽²⁾⁽³⁾	0	D

Explanation of Responses:

1. 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, automatically converted into Class A ordinary shares, par value $0.0001 per share, of SMIH at the time of the SMIH'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.

2. 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.

3. (Continued from Footnote 2) Immediately before the effective time of the First Merger, 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.

Remarks:

	/s/ Bo Tan, as attorney-in-fact for Folinsbee Thomas	03/21/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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SEC Form 4 filed by Folinsbee Thomas