Item 1.01 Entry into a Material Definitive Agreement

On June 8, 2021, the Registration Statement on Form S-1 (File No. 333-255722) (the "Registration Statement") relating to the initial public offering (the "IPO") of Summit Healthcare Acquisition Corp. (the "Company") was declared effective by the U.S. Securities and Exchange Commission. On June 11, 2021, the Company consummated the IPO of 20,000,000 units (the "Units"). Each Unit consists of one Class A ordinary share, $0.0001 par value per share (the "Class A Ordinary Shares"), and one-half of one redeemable warrant (the "Public Warrants"), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $200,000,000. The Company granted the underwriters of the IPO a 45-day option to purchase up to an additional 3,000,000 Units. Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:





     •    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.

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The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and filed herewith as Exhibits 1.1, 4.1, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7, respectively.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the consummation of the IPO and the issuance and sale of the Units, the Company consummated the private placement of 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, to the Sponsor, generating total proceeds of $ 6,000,000 (the "Private Placement"). The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving a public offering, is exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act. The Private Placement Warrants are substantially similar to the Public Warrants, except that if held by the Sponsor or its permitted transferees, they (i) may be exercised for cash or on a cashless basis, (ii) are not subject to being called for redemption (except in certain circumstances when the Public Warrants are called for redemption and a certain price per Class A Ordinary Share threshold is met) and (iii) subject to certain limited exceptions, will be subject to transfer restrictions until 30 days following the consummation of the Company's initial business combination. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by holders on the same basis as the Public Warrants. The Private Placement Warrants have been issued pursuant to, and are governed by the Warrant Agreement.

Item 5.03. Amendments to Memorandum and Articles of Association.

On June 8, 2021 and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.





(d)    Exhibits.

1.1      Underwriting Agreement, dated June 8, 2021, by and between the Company
       and BofA Securities, Inc.

3.1      Amended and Restated Memorandum and Articles of Association

4.1      Warrant Agreement, dated June 8, 2021, between Continental Stock
       Transfer & Trust Company and the Company

10.1     Private Placement Warrants Purchase Agreement, dated June 8, 2021,
       between the Company and Summit Healthcare Acquisition Sponsor LLC

10.2     Investment Management Trust Agreement, dated June 8, 2021, between
       Continental Stock Transfer & Trust Company and the Company

10.3     Registration and Shareholder Rights Agreement, dated June 8, 2021, among
       the Company, Summit Healthcare Acquisition Sponsor LLC and the other
       holders party thereto

10.4     Letter Agreement, dated June 8, 2021, among the Company, and Summit
       Healthcare Acquisition Sponsor LLC and each director and executive officer
       of the Company

10.5     Administrative Services Agreement, dated June 8, 2021, between the
       Company and Summit Healthcare Acquisition Sponsor LLC

10.6     Forward Purchase Agreement, dated April 30, 2021, between the Registrant,
       Summit Healthcare Acquisition Sponsor LLC and Snow Lake Capital (HK)
       Limited

10.7     Forward Purchase Agreement, dated April 30, 2021, between the Registrant,
       Summit Healthcare Acquisition Sponsor LLC and The Valliance Fund

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