Item 1.01 Entry Into a Material Definitive
Agreement.
Business Combination Agreement
On September 29, 2022, Summit
Healthcare Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Summit”)
entered into a Business Combination Agreement (the “Business Combination Agreement”) with YishengBio Co., Ltd., an exempted
company limited by shares incorporated under the laws of the Cayman Islands (to be renamed as YS Biopharma Co., Ltd, herein referred
to as “YS Biopharma”), Oceanview Bioscience Acquisition Co., Ltd., an exempted company limited by shares incorporated
under the laws of the Cayman Islands and a direct wholly-owned subsidiary of YS Biopharma (“Merger Sub I”) and Hudson Biomedical
Group Co., Ltd., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary
of YS Biopharma (“Merger Sub II,” and together with Merger Sub I, “Merger Subs”). Capitalized terms in this Item
1.01 not otherwise defined shall have the meanings ascribed to them in the Business Combination Agreement.
The Business Combination Agreement
and the Transactions (as defined below) were unanimously approved by the boards of directors of Summit and YS Biopharma and were
approved by the shareholders of YS Biopharma. The Transactions are expected to be consummated after obtaining the required approval by
the shareholders of Summit and the satisfaction of certain other customary closing conditions.
The Business Combination
The Business Combination Agreement
provides for (i) the merger of Merger Sub I with and into Summit (the “First Merger”), with Summit surviving the First Merger
as the surviving entity (the “Surviving Entity”) and becoming a wholly-owned subsidiary of YS Biopharma, and (ii) the merger
of the Surviving Entity with and into Merger Sub II (the “Second Merger,” and together with the First Merger, the “Mergers,”
together with other transactions contemplated by the Business Combination Agreement, the “Transactions”), with Merger Sub
II surviving the Second Merger as the surviving company (the “Surviving Company”) and remaining as the wholly-owned subsidiary
of YS Biopharma.
Subject to, and in
accordance with the terms and conditions set forth in the Business Combination Agreement, immediately prior to the effective time of
the First Merger (the “First Merger Effective Time”), (i) each preferred share of YS Biopharma with par value of
US$0.000005 will be 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 will be
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 will be 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
shall be adopted and become effective. Items (i) through (iii) are herein referred to as the “YS Biopharma Capital Restructuring.”
Subject to, and in accordance
with the terms and conditions set forth in the Business Combination Agreement, following completion of the YS Biopharma Capital Restructuring
and immediately prior to the First Merger Effective Time, (i) each of Summit’s units (“Units”) (each consisting of one
Class A ordinary share of Summit, par value US$0.0001 per share (“Summit 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 shall be automatically detached and the holder thereof shall be deemed to hold one Summit 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, but excluding any treasury Summit Shares, redeeming Summit Shares and dissenting Summit Shares)
issued and outstanding immediately prior to the First Merger Effective Time shall automatically be cancelled and cease 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 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 Cayman Islands limited liability company (“Sponsor”) will be 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 shall automatically be cancelled and cease to exist, in exchange for the right to receive one
newly issued YS Biopharma Ordinary Share; (iv) each Summit Class B Share held by a Forward Purchase Investor and its permitted transferees
issued and outstanding immediately prior to the First Merger Effective Time shall automatically be cancelled and cease to exist, in exchange
for the right to receive (a) such fraction of newly issued YS Biopharma Ordinary Shares that is equal to the SPAC Class A Exchange Ratio,
without interest, if and only if such Forward Purchase Investor has fully delivered its portion of the Forward Purchase Investment Amount
as required under the applicable Forward Purchase Agreement and, failing that, (b) one newly issued YS Biopharma Ordinary Share; and (v)
each whole Summit Warrant outstanding immediately prior to the First Merger Effective Time shall cease to be a warrant with respect to
Summit Shares and be assumed by YS Biopharma and converted into a warrant of YS Biopharma to purchase one YS Biopharma Ordinary Share
(the “YS Biopharma Warrants”), subject to substantially the same terms and conditions prior to the First Merger Effective
Time. No fractional shares or warrants will be issued in the foregoing process, and all such shares or warrants would be rounded down
to the nearest whole number of shares or warrants.
The SPAC Class A Exchange
Ratio will be calculated based on the number of redeeming and non-redeeming Summit Shares. As a result of changes to the SPAC Class A
Exchange Ratio, up to an aggregate of 2,732,325 YS Biopharma Ordinary Shares, including 1,446,525 YS Biopharma Ordinary
Shares to be contributed by the Sponsor through a share surrender immediately prior to the First Merger Effective Time and up to 1,285,800
new YS Biopharma Ordinary Shares, will be provided to non-redeeming Summit shareholders and the Forward Purchase Investors, which is expected
to enhance the value of the YS Biopharma Ordinary Shares to be issued to these investors.
In addition, upon the consummation
of the First Merger, (i) if there are any Summit Shares that are owned by Summit as treasury shares or any Summit Shares owned by any
direct or indirect subsidiary of Summit immediately prior to the First Merger Effective Time, such Summit Shares shall be canceled and
shall cease to exist without any conversion thereof or payment or other consideration therefor; (ii) each Redeeming SPAC Share issued
and outstanding immediately prior to the First Merger Effective Time shall be cancelled and cease to exist and shall thereafter represent
only the right to be paid a pro rata share of the SPAC Shareholder Redemption Amount in accordance with Summit’s amended and restated
memorandum and articles of association; and (iii) each Dissenting SPAC Share issued and outstanding immediately prior to the First Merger
Effective Time held by a Dissenting SPAC Shareholder shall be cancelled and cease to exist and shall thereafter represent only the right
to be paid the fair value of such Dissenting SPAC Share and such other rights as are granted by the Cayman Act.
Representations and Warranties
The Business Combination Agreement
contains representations and warranties of each of the parties thereto that are customary for transactions of this type, many of which
are qualified by materiality. The representations and warranties of the respective parties to the Business Combination Agreement will
not survive the closing of the Mergers (the “Closing”).
Covenants
The Business Combination Agreement
contains certain covenants of the parties with respect to operation of their respective businesses prior to consummation of the Transactions
and efforts to satisfy conditions to the consummation of the Transactions, including, among other things, (i) a covenant providing for
Summit and YS Biopharma to cooperate in the preparation of the Registration Statement on Form F-4 required to be filed in connection with
the Mergers (the “Registration Statement”); (ii) covenants prohibiting Summit and YS Biopharma from, among other things, soliciting
or negotiating with third parties regarding alternative similar transactions; (iii) covenants providing for YS Biopharma and Summit to
effectuate changes to the post-Closing board composition and board committee composition; (iv) covenants providing for YS Biopharma to
use commercially reasonable efforts to conduct business in the ordinary course through the Closing; (v) covenants providing for Summit
and Merger Subs to operate their respective business in the ordinary course through the Closing; (vi) covenants providing for Summit to
remain listed as a public company on Nasdaq, and covenants for YS Biopharma to apply for listing as a public company on Nasdaq; (vii)
covenants providing for parties to use commercially reasonable efforts to undertake promptly any and all action necessary to consummate
the Transactions; and (viii) covenants providing for parties to use commercially reasonable efforts to obtain any necessary clearance,
approval, consent or regulatory approval for the Transactions.
Conditions Precedents to the Closing
The Closing shall take place
remotely by conference call and exchange of documents and signatures in accordance with the Business Combination Agreement when all conditions
that are required thereunder to be satisfied at or prior to the Closing shall have been satisfied or waived (other than those conditions
that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), except that if the First Merger
and the Second Merger are not consummated on the same day, references to the Closing and the Closing Date shall be construed to mean the
consummation of the First Merger and the date of the First Merger Effective Time, respectively, and each party hereto shall take all actions
within its power as may be necessary or appropriate such that the Second Merger is consummated as promptly as reasonably practicable after
the Closing.
The obligations of all parties
to consummate the Mergers are conditioned upon the satisfaction or waiver of certain conditions, including, among others, (i) approval
of the Transactions by the shareholders of Summit and YS Biopharma; (ii) the waiver of deferred underwriting fee by the underwriter
for Summit’s IPO; (iii) effectiveness of the Registration Statement; (iii) approval of the Transactions by YS Biopharma’s
Majority Lenders; (iv) receipt of approval for listing on the Nasdaq of the YS Biopharma Ordinary Shares and the YS Biopharma Warrants; (v) Summit having at least $5,000,001 of net tangible assets after deducting the SPAC Shareholder Redemption
Amount; and (vi) absence of any law (whether temporary, preliminary or permanent) or governmental order enacted, issued, promulgated,
enforced or entered by governmental authority that is then in effect and which has the effect of making the Closing illegal or which otherwise
prevents or prohibits consummation of the Closing, other than any such restraint that is immaterial.
The obligations of
Summit to consummate the Mergers are conditioned upon the satisfaction or wavier of certain conditions, including, among others, (i)
the accuracy of the representations and warranties of YS Biopharma and the Merger Subs (subject to customary bring-down
standards and materiality qualifiers); (ii) the obligations and covenants of YS Biopharma and the Merger Subs having been
performed in all material respects; (iii) the YS Biopharma Capital Restructuring shall have been completed; and (iv) no
material adverse effect with respect to YS Biopharma shall have occurred and is continuing.
The obligations of YS Biopharma
and the Merger Subs to consummate the Mergers are conditioned upon the satisfaction or wavier of certain conditions, including, among
other things, (i) the accuracy of the representations and warranties of Summit (subject to customary bring-down standards and materiality
qualifiers); (ii) the obligations and covenants of Summit having been performed in all material respects; (iii) the Available Closing
Cash Amount is not less than $30,000,000; and (iv) no material adverse effect with respect to Summit shall have occurred and is continuing.
Termination
The Business Combination Agreement
may be terminated under customary and limited circumstances at any time prior to the Closing, including, among others, (i) by mutual written
consent of YS Biopharma and Summit; (ii) by Summit or YS Biopharma, if the Transactions shall not have been consummated on or
prior to 270th day after the date of Business Combination Agreement; (iii) by either YS Biopharma or Summit if any governmental authority
shall have enacted, issued, promulgated, enforced or entered any governmental order which has become final and non-appealable and has
the effect of permanently making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions;
(iv) by YS Biopharma if the Summit Board or any committee thereof has withheld, withdrawn, qualified, amended or modified, or publicly
proposed or resolved to withhold, withdraw, qualify, amend or modify, the recommendation of Summit Board that the Summit shareholders
vote in favor of the Business Combination Proposals; (v) by YS Biopharma if the Summit shareholders’ approval shall not have
been obtained by reason of the failure to obtain the required vote at the Extraordinary General Meeting duly convened therefor or at any
adjournment or postponement thereof; (vi) by Summit if the Summit shareholders’ approval shall not have been obtained by reason
of the failure to obtain the required vote at the Extraordinary General Meeting duly convened therefor or at any adjournment or postponement
thereof, unless Summit has materially breached any of its obligations with respect to obtaining Summit shareholders’ approval under
the Business Combination Agreement; (vii) by Summit if there is any breach of any representation, warranty, covenant or agreement on the
part of YS Biopharma or a Merger Sub set forth in the Business Combination Agreement, such that the conditions to Summit’s
obligations to consummate the Transactions would not be satisfied at the Closing, and such breach cannot be or has not been cured within
30 days following receipt by YS Biopharma of notice from Summit of such breach, provided that the terminating party is not then in
material breach of any of its representations, warranties, covenants or agreements set forth in the Business Combination Agreement; (viii)
by YS Biopharma if there is any breach of any representation, warranty, covenant or agreement on the part of Summit set forth in
the Business Combination Agreement, such that the conditions to YS Biopharma and Merger Subs’ obligation to consummate the
Transactions would not be satisfied at the Closing, and such breach cannot be or has not been cured within 30 days following receipt by
Summit of notice from YS Biopharma of such breach, provided that the terminating party is not then in material breach of any of its representations,
warranties, covenants or agreements set forth in the Business Combination Agreement; (ix) by Summit if any YS Biopharma shareholder rescinds,
revokes, withholds, withdraws, qualifies, amends or modifies YS Biopharma shareholders’ approval, provided that Summit shall not
have the right to terminate the Business Combination Agreement pursuant to this paragraph if such rescission, revocation, withholding,
withdrawal, qualification, amendment or modification of YS Biopharma Shareholders’ Approval results from a material amendment to
the Transaction Documents; (x) by Summit if any director or shareholder of Merger Sub I or Merger Sub II rescinds, revokes, withholds,
withdraws, qualifies, amends or modifies the Merger Sub I written resolutions or Merger Sub II written resolutions approving the Business
Combination Agreement, the Plan of First Merger, the Plan of Second Merger and the Transactions; or (xi) by YS Biopharma if the Available
Closing Cash Amount becomes incapable of being satisfied at the Closing without any amendments, modifications or supplements to, or waivers
under, the Business Combination Agreement.
The foregoing
description of the Business Combination Agreement and the Transactions does not purport to be complete and is qualified in its
entirety by the full text of the Business Combination Agreement and related agreements.
The Business Combination Agreement
contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or
other specific dates set forth thereunder. The assertions embodied in those representations, warranties and covenants were made for purposes
of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection
with negotiating such agreement. The Business Combination Agreement has been included as Exhibit 2.1 to this Current Report on Form 8-K
(this “Current Report”) to provide information regarding its terms. It is not intended to provide any other factual information
about Summit, YS Biopharma, or any other party to the Business Combination Agreement or any related agreement. In particular, the representations,
warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of such agreement
and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, are subject to limitations
agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual
risk between the parties to the Business Combination Agreement instead of establishing these matters as facts) and are subject to standards
of materiality applicable to the contracting parties that may differ from those applicable to investors and security holders and reports
and documents filed with the U.S. Securities and Exchange Commission (the “SEC”). Investors and security holders are not third-party
beneficiaries under the Business Combination Agreement and should not rely on the representations, warranties, covenants and agreements,
or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement.
In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject
to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties may change
after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in Summit’s
public disclosures.
Related Agreements
The Business Combination Agreement
contemplates the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following:
Shareholder Support Agreement
Concurrently with the execution
of the Business Combination Agreement, YS Biopharma and Summit entered into a Shareholder Support Agreement and Deed (the “Shareholder
Support Agreement”) with certain YS Biopharma shareholders (the “YSB Shareholders”) and certain Summit shareholders
(the “SPAC Shareholders,” and together with the YSB Shareholders, the “Supporting Shareholders”) with respect
to the Transactions and post-Closing rights and obligations of shareholders of YS Biopharma. The Shareholder Support Agreement provides
that, among other things,
Shareholder Support.
(i) the Supporting Shareholders will appear at shareholders meetings of YS Biopharma (or Summit, as applicable) and vote in favor
of, consent to or approve the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement,
whether at a shareholder meeting of YS Biopharma (or Summit, as applicable) or by written consent, except that no YSB Shareholder
shall be obliged to vote in favor of any future amendment, modification or supplement to the Business Combination Agreement or any other
Transaction Document; (ii) the Supporting Shareholders will vote against (or act by written consent against) any alternative proposals
or actions that would impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Business Combination
Agreement; (iii) the YSB Shareholders agree not to exercise any redemption rights with respect to the shares of YS Biopharma owned
by them from the date of the Business Combination Agreement until the Shareholder Support Agreement is terminated in accordance with its
terms, subject to certain exceptions set forth therein; (iv) the Sponsor will surrender 1,446,525 Summit Class B Shares for nil consideration
immediately prior to the First Merger Effective Time and exchange all of the remaining Summit Shares held by it into YS Biopharma Ordinary
Shares on a one-for-one basis at the First Merger Effective Time; and (v) the Sponsor agrees to reimburse Summit or YS Biopharma, at the
Closing, certain transaction and operating expenses of Summit if such expenses exceed the amounts agreed by Summit and YS Biopharma.
Shareholders Rights.
(i) the letter agreement between Summit, Sponsor and certain other parties thereto, dated as of June 8, 2021, and all the registration
and shareholder rights thereunder, will be terminated effective at the First Merger Effective Time; and (ii) YS Biopharma and the YSB Shareholders
agree to amend the shareholders agreement of YS Biopharma (the “YS Biopharma Shareholders Agreement”) and terminate all the
special shareholder rights and obligations thereunder, effective at the First Merger Effective Time, except for the following rights and
transfer restrictions:
| (i) | Registration Rights. The Supporting Shareholders, together with any other shareholder of YS Biopharma
who currently is or subsequently becomes a party to the YS Biopharma Shareholders Agreement, are entitled to customary demand and piggyback
registration rights. YS Biopharma also agrees to file a registration statement on Form F-1 within 20 days after the Closing (or 60 days
if additional financial information is required) to register the registrable securities pursuant to the YS Biopharma Shareholders Agreement. |
| (ii) | Lock-Up Restrictions. Summit and YS Biopharma agree to cause the Sponsor and the independent
directors of Summit (together with the Sponsor, the “SPAC Insiders”) and all pre-Closing shareholders of YS Biopharma (together
with the SPAC Insiders, the “YS Biopharma Lock-Up Shareholders”) to be subject to certain lock-up restrictions as provided
therein, effective as of the First Merger Effective Time, pursuant to which, any YS Biopharma Ordinary Shares held by such YS Biopharma
Lock-Up Shareholder immediately after the First Merger Effective Time (such YS Biopharma Ordinary Shares, collectively, the “YS Biopharma
Lock-Up Shares”) shall not be transferred during the applicable lock-up period, subject to customary exceptions. For each YS Biopharma
Lock-Up Shareholder who is not a SPAC Insider, the applicable lock-up period will be 180 days from and after the First Merger Effective
Time. For each YS Biopharma Lock-Up Shareholder who is a SPAC Insider, the applicable lock-up period will be twelve months from and
after the First Merger Effective Time. The lock-up requirements will cease to apply after the date on which the closing price of the YS Biopharma
Ordinary Shares equals or exceeds $12.00 per share for any 20 trading days within any 30 trading day period commencing at least 150 days
after the First Merger Effective Time. YS Biopharma may release, (i) in its sole discretion, up to 3,000,000 YS Biopharma Lock-Up
Shares and (ii) with prior written consent from Summit and the Sponsor, an additional number of YS Biopharma Lock-Up Shares
to the extent necessary to satisfy the minimum public float requirement as required for obtaining Nasdaq’s listing approval, provided
that a release pursuant to sub-clauses (i) and (ii) shall apply on a pro rata basis to all YS Biopharma Lock-Up Shares held
by YS Biopharma Lock-Up Shareholders who are holders of preferred shares of YS Biopharma (and ordinary shares issued upon conversion
thereof) immediately prior to the First Merger Effective Time. |
| (iii) | Director Appointment Rights. The Sponsor will have the right to appoint two directors on the board
of directors of YS Biopharma so long as the Sponsor beneficially owns not less than 1% of all the issued and outstanding shares of YS Biopharma
after the Closing. |
The foregoing description
of the Shareholder Support Agreement is qualified in its entirety by reference to the full text of such agreement filed as Exhibit 10.1
to this Current Report and incorporated by reference herein.
Warrant Assignment Agreement
Concurrently with the execution
of the Business Combination Agreement, YS Biopharma, Summit and Continental Stock Transfer & Trust Company, the warrant agent
to Summit (the “Warrant Agent”), entered into a warrant assignment agreement (the “Warrant Assignment Agreement”)
to amend such warrant agreement (the “Warrant Agreement”), dated June 8, 2021, by and between Summit and the Warrant Agent,
pursuant to which Summit assigns and delegates to YS Biopharma all of its rights, interests, and obligations in and under the Warrant
Agreement, effective as of the First Merger Effective Time.
The foregoing description
of the Warrant Assignment Agreement is qualified in its entirety by reference to the full text of such agreement filed as Exhibit 10.2
to this Current Report and incorporated by reference herein.
Forward Purchase Agreements
Prior to Summit’s initial
public offering, Summit entered into forward purchase agreements (collectively, the “Forward Purchase Agreements”) with each
of Snow Lake Capital (HK) Limited and the Valliance Fund (collectively, the “Forward Purchase Investors”). The Forward Purchase
Agreements provide for the purchase by the Forward Purchase Investors of an aggregate of 3,000,000 Summit Class A Shares, plus an aggregate
of 750,000 redeemable warrants to purchase Summit Class A Shares at $11.50 per share, for an aggregate purchase price of $30,000,000 in
a private placement to close concurrently with the closing of Summit’s initial business combination, which will be the consummation
of the Transactions. The Forward Purchase Investors’ subscription obligations under the Forward Purchase Agreements do not depend
on whether any Summit Class A Shares are redeemed by Summit’s public shareholders. Proceeds received from the Forward Purchase Investors
under the Forward Purchase Agreements will count towards the Available Closing Cash Amount, which is required to be not less than $30,000,000
under the Business Combination Agreement. The Forward Purchase Investors have also agreed to vote all Summit Shares held by them in favor
of Summit’s initial business combination if Summit seeks shareholder approval of such transaction.
The foregoing description
of the Forward Purchase Agreements is qualified in its entirety by reference to the full text of such agreements filed as Exhibit 10.6
and Exhibit 10.7 to the Current Report on Form 8-K filed by Summit on June 14, 2021, and incorporated by reference herein.
Promissory Note
On September 29, 2022, Summit issued an unsecured, interest-free promissory note to the Sponsor (the “Sponsor Convertible
Note”) pursuant to which Summit may borrow up to US$1,500,000 from the Sponsor for costs and expenses reasonably related to Summit’s
working capital needs prior to the consummation of the Business Combination. All unpaid principal under the Sponsor Convertible Note will
become due and payable in full on the date on which Summit consummates the Business Combination (such date, the “Maturity Date”),
unless earlier accelerated upon the occurrence of an Event of Default (as defined in the Sponsor Convertible Note). The Sponsor will have
the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the Sponsor Convertible Note, up to
US $1,500,000 in the aggregate, into warrants to purchase Summit Class A Shares, at a conversion price of $1.00 per warrant, with each
warrant entitling the holder to purchase one Summit Class A Share at a price of $11.50 per share, subject to the same adjustments applicable
to the private placement warrants sold concurrently with Summit’s initial public offering. As previously disclosed, Wei Fu, Summit’s
Honorary Chairman and Senior Advisor, Bo Tan, Summit’s Chief Executive Officer, Co-Chief Investment Officer and Director and Ken
Poon, Summit’s President, Co-Chief Investment Officer and Director, are managers of the Sponsor and have voting and investment discretion
with respect to the Summit Shares held of record by the Sponsor.
The foregoing description of the Sponsor Convertible Note is qualified in its entirety by reference to the full text of such agreement
filed as Exhibit 2.2 to this Current Report and incorporated by reference herein.
