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As filed with the Securities and Exchange Commission on February 3, 2023
Registration No. 333-269031
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3 to
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
YishengBio Co., Ltd
(Exact name of Registrant as specified in its charter)
Cayman Islands
(State or Other Jurisdiction Of
Incorporation or Organization)
2834
(Primary Standard Industrial
Classification Code Number)
Not Applicable
(I.R.S. Employer
Identification Number)
Building No. 2, 38 Yongda Road
Daxing Biomedical Industry Park
Daxing District, Beijing, PRC
Tel: +86-10 8920-2086
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
COGENCY GLOBAL INC.
122 East 42nd Street, 18th Floor,
New York, NY 10168
Tel: (212) 947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Dan Ouyang, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
Unit 2901, 29F, Tower C, Beijing Yintai Centre
No. 2 Jianguomenwai Avenue
Chaoyang District, Beijing 100022
The People’s Republic of China
+86-10 6529-8300
Will H. Cai, Esq.
Yiming Liu, Esq.
Timothy Pitrelli, Esq.
Cooley LLP
c/o 35th Floor
Two Exchange Square
8 Connaught Place
Central, Hong Kong
+852 3758 1200
Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this Registration Statement becomes effective and on completion of the business combination described in the enclosed proxy statement/prospectus.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration for the share offering. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
PRELIMINARY, SUBJECT TO COMPLETION, DATED FEBRUARY 3, 2023
PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
[MISSING IMAGE: lg_summithealthcare-4c.jpg]
SUMMIT HEALTHCARE ACQUISITION CORP.
AND
PROSPECTUS FOR UP TO 30,045,800 ORDINARY SHARES, 16,750,000 WARRANTS AND 16,750,000 ORDINARY SHARES ISSUABLE UPON EXERCISE OF WARRANTS
OF
[MISSING IMAGE: lg_ysbiopharma-4c.jpg]
YISHENGBIO CO., LTD
The board of directors of Summit Healthcare Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (“Summit”), has unanimously approved the Business Combination Agreement, dated September 29, 2022, by and among Summit, 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,” collectively with Merger Sub I, the “Merger Subs”). The Business Combination Agreement provides for (1) 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 (2) 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 “Business Combination”), 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. As a result of and upon consummation of the Business Combination, the holders of shares and/or warrants of Summit will become the holders of shares and/or warrants of YS Biopharma. The respective time at which the First Merger and the Second Merger becomes effective is referred to as the “First Merger Effective Time” and “Second Merger Effective Time,” respectively. The consummation of the Mergers is herein referred to as the “Closing.”
Subject to, and in accordance with the terms and conditions set forth in the Business Combination Agreement, immediately prior to the First Merger Effective Time, (1) each preferred share of YS Biopharma with par value of $0.000005 will be converted into one ordinary share of YS Biopharma with par value of $0.000005 each; (the “Pre Consolidation YS Biopharma Ordinary Shares”) (2) after the conversion of all preferred shares into ordinary shares, every four ordinary shares of YS Biopharma with par value of $0.000005 each will be consolidated into one ordinary share of YS Biopharma with par value of $0.00002 each (“YS Biopharma Ordinary Share”) and each four of the options of YS Biopharma will be consolidated into one option of YS Biopharma, subject to rounding up to the nearest whole number of shares or options; and (3) the amended and restated memorandum and articles of association of YS Biopharma shall be adopted and become effective. Items (1) through (3) are herein collectively 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, (1) each of Summit’s units (“Units”) (each consisting of one Class A ordinary share of Summit, par value $0.0001 per share (“Summit Class A Ordinary Share”) and one-half of one redeemable warrant of Summit (“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 Ordinary Share and one-half of one Summit Warrant (the “Unit Separation”); (2) each Summit Class A Ordinary Share (including Summit Class A Ordinary Shares held by Summit’s

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
public shareholders (“Summit Public Shareholders”) as a result of the Unit Separation and Summit Class A Ordinary Shares to be issued pursuant to the Forward Purchase Subscriptions (as defined in the Business Combination Agreement), 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 YS Biopharma Ordinary Shares that is equal to the Summit Class A Exchange Ratio, without interest; (3) an aggregate of 1,446,525 Class B ordinary shares of Summit, par value $0.0001 per share (“Summit Class B Ordinary Shares,” together with Summit Class A Ordinary 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 Ordinary 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; (4) each Summit Class B Ordinary Share held by a Forward Purchase Investor (as defined below) 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 Summit 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 defined in the Business Combination Agreement) as required under the applicable Forward Purchase Agreement (as defined below) and, failing that, (b) one newly issued YS Biopharma Ordinary Share; and (5) each whole Summit Warrant outstanding immediately prior to the First Merger Effective Time shall cease to be a warrant with respect to Summit Class A Ordinary Shares, and be assumed by YS Biopharma and converted into a warrant (“YS Biopharma Warrants”) to purchase one YS Biopharma Ordinary Share, 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.
In addition, upon the consummation of the First Merger, (1) 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; (2) each redeeming Summit 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 aggregate amount payable with respect to all redeeming Summit Shares (the “Summit Shareholder Redemption Amount”) in accordance with Summit’s amended and restated memorandum and articles of association; and (3) each dissenting Summit Share issued and outstanding immediately prior to the First Merger Effective Time held by a dissenting shareholder of Summit shall be cancelled and cease to exist and shall thereafter represent only the right to be paid the fair value of such dissenting Summit Share and such other rights pursuant to Section 238 of the Cayman Islands Companies Act.
Pursuant to the Business Combination Agreement, (i) each ordinary share, par value $0.0001 per share, of Merger Sub I that is issued and outstanding immediately prior to the First Merger Effective Time shall automatically convert into one ordinary share, par value $0.0001 per share, of the Surviving Entity, (ii) each ordinary share of the Surviving Entity that is issued and outstanding immediately prior to the Second Merger Effective Time will be automatically cancelled and extinguished without any conversion thereof or payment therefor and (iii) each ordinary share of Merger Sub II issued and outstanding immediately prior to the Second Merger Effective Time shall remain outstanding and shall not be affected by the Second Merger.
In addition, prior to Summit’s initial public offering (the “IPO”), 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 (i) the transfer of an aggregate of 375,000 Founder Shares from the Sponsor to the Forward Purchase Investors for nil cash consideration prior to the IPO and (ii) the purchase by the Forward Purchase Investors of an aggregate of 3,000,000 Summit Class A Ordinary Shares, plus an aggregate of 750,000 redeemable warrants to purchase Summit Class A Ordinary 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 Business Combination. The Forward Purchase Investors’ subscription obligations under the Forward Purchase Agreements do not depend on whether any Summit Class A Ordinary 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 (as defined in the Business Combination Agreement), 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.
Prior to the First Merger Effective Time, YS Biopharma will be renamed as YS Biopharma Co., Ltd.
Holders of Summit Shares are being asked to consider a vote upon the Business Combination and certain proposals related thereto as described in this proxy statement/prospectus. As a result of, and upon consummation of, the Business Combination, YS Biopharma shall become a public company owned by the current shareholders of YS Biopharma and the non-redeeming shareholders of Summit. Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus shall be presented at the Extraordinary General Meeting of holders of Summit Shares scheduled to be held on March 1, at 9:00 a.m., Eastern Time on, at 35th Floor, Two Exchange Square, 8 Connaught Place Central, Hong Kong and over the Internet by means of a live audio webcast.

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Although YS Biopharma is not currently a public reporting company, following the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the Closing, YS Biopharma will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). YS Biopharma has applied for listing of the YS Biopharma Ordinary Shares and YS Biopharma Warrants on the Nasdaq Stock Market LLC (the “Nasdaq”) under the symbol “YS” and “YSBPW.” It is a condition precedent to the Closing that the YS Biopharma Ordinary Shares and YS Biopharma Warrants are approved for listing on the Nasdaq (subject only to official notice of issuance thereof). While trading on the Nasdaq is expected to begin on the first business day following the date of the Closing, there can be no assurance that YS Biopharma’ securities will be listed on the Nasdaq or that a viable and active trading market will develop. See the section entitled “Risk Factors” beginning on page 61 for more information.
Holders of the securities of YS Biopharma are not holding equity securities of its subsidiaries that have substantive business operations in China but instead are holding equity securities of a Cayman Islands holding company. YS Biopharma is a Cayman Islands holding company that conducts the majority of its operations in China through its PRC subsidiaries, in particular, Liaoning Yisheng and Beijing Yisheng.
Recent regulatory development in China may exert more oversight and control over listing and offerings that are conducted overseas such as the Business Combination. The approval and/or other requirements of PRC governmental authorities may be required in connection with the Business Combination or YS Biopharma’s future issuance of securities on Nasdaq under PRC laws, regulations or policies. YS Group has conducted a substantial portion of its business in China, including, among others, manufacturing and sales of YSJATM rabies vaccines and certain research and development activities. As such, YS Biopharma and its subsidiaries are subject to PRC laws relating to, among others, restrictions over foreign investments and data security. The Chinese government has recently sought to exert more control and impose more restrictions on China-based companies raising capital offshore and such efforts may continue or intensify in the future. For instance, the PRC governments initiated various regulatory actions and made various public statements, some of which are published with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. The Chinese government has recently indicated an intent to exert more oversight and control over securities offerings and other capital markets activities that are conducted overseas and foreign investment in China-based companies like YS Group, which could result in a material adverse change in YS Group’s operations, significantly limit or completely hinder YS Biopharma’s ability to offer or continue to offer securities on Nasdaq, and cause the value of YS Biopharma’s securities to significantly decline or be worthless. YS Biopharma cannot assure you that the approval or permission or other filings will not be required under PRC laws, regulations or policies, nor can YS Biopharma predict whether or how long it will take to obtain such approval, permission or other filings in connection with the Business Combination or future issuance of securities on Nasdaq. Any failure to obtain or delay in obtaining the requisite governmental approval, permission or other filings for the Business Combination or future issuance of securities on Nasdaq or a rescission of such approval, permission or other filings, would subject YS Group to sanctions imposed by the relevant PRC regulatory authority. For details, see the section entitled “Risk Factors — Risks Related to Doing Business in China.”
YS Biopharma is subject to a number of prohibitions, restrictions and potential delisting risk under the Holding Foreign Companies Accountable Act (the “HFCAA”). Pursuant to the HFCAA and related regulations, if YS Biopharma has filed an audit report issued by a registered public accounting firm that the Public Company Accounting Oversight Board (the “PCAOB”) has determined that it is unable to inspect and investigate completely, the SEC will identify YS Biopharma as a “Commission-identified Issuer,” and the trading of YS Biopharma’s securities on any U.S. national securities exchanges, as well as any over-the-counter trading in the U.S., will be prohibited if it is identified as a Commission-identified Issuer for two consecutive years. On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong without the approval of the Chinese authorities. While YS Biopharma’s auditor, Wei, Wei & Co., LLP, is headquartered in the United States and not subject to such determinations, there is no guarantee that the audit work carried out by Wei, Wei & Co., LLP in collaboration of its China-based offices can be inspected or investigated completely by the PCAOB without such approval. On August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission (“CSRC”) and the Ministry of Finance of the People’s Republic of China, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB registered public accounting firms headquartered in mainland China and Hong Kong completely in 2022. The PCAOB Board vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainties and depends on a number of factors out of our and our auditor’s control. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and is making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed. YS Biopharma could still face the risk of delisting and cease of trading of its securities from a stock exchange or an over-the-counter market in the United States under the HFCAA and the securities regulations promulgated thereunder if the PCAOB is unable to inspect and investigate completely registered public accounting firms located in China in 2023 or beyond, or if YS Biopharma otherwise fails to meet the PCAOB’s requirements. See the

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
section entitled “Risk Factors — Risks Related to Doing Business in China — YS Biopharma’s securities may be delisted under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect auditors with presence in China in 2023 or beyond, and the delisting of its securities, or the threat of their being delisted, may materially and adversely affect the value of your investment.”
Cash is transferred among YS Biopharma, its offshore subsidiaries and its PRC subsidiaries, in the following manner: (i) funds are transferred to its PRC subsidiaries from YS Biopharma as needed through YS Biopharma’s subsidiaries outside China in the form of capital contributions or shareholder loans, as the case may be; and (ii) dividends or other distributions may be paid by its PRC subsidiaries to the Company through its subsidiaries outside China. Its subsidiaries in the PRC generate and retain cash generated from operating activities and re-invest it in its business. None of its subsidiaries outside China has made distribution to certain shareholders. In the future, YS Biopharma’s ability to pay dividends, if any, to its shareholders and warrant holders and to service any debt it may incur will depend upon dividends paid by its subsidiaries. In the fiscal years ended March 31, 2021 and 2022 and the six months ended September 30, 2022, YS Group did not transfer any cash proceeds to any of its PRC subsidiaries except for the cash transfers within its Group in connection with the paid-in capital in its PRC subsidiaries. $59,900,000, $45,099,071.49 and $45,099,071.49 of the registered capital was paid up by HK Yisheng to Liaoning Yisheng during the fiscal year ended March 31, 2021 and 2022 and in the six months ended September 30, 2022, respectively. In the future, cash proceeds raised from overseas financing activities may be transferred by YS Biopharma through its subsidiaries outside China to its PRC subsidiaries via capital contribution and shareholder loans, as the case may be. Its PRC subsidiaries will pay dividends to their offshore shareholder to meet the capital needs of YS Biopharma’s business operations out of the PRC. For details about the applicable PRC regulations and rules relating to such cash transfers through YS Group and the associated risks, see “Risk Factors — Risks Related to Doing Business in China.”
Upon the consummation of the Business Combination, YS Biopharma will be an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, as amended, and, as such, may elect to comply with certain reduced public company reporting requirements in future reports after the consummation of the Business Combination.
YS Biopharma is also a “foreign private issuer” as defined in the Exchange Act, and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, YS Biopharma’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, YS Biopharma will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
Upon the consummation of the Business Combination, YS Biopharma may become a “controlled company” as defined under the Nasdaq corporate governance rules, because it is expected that Mr. Yi Zhang, Founder and Chairman of the Board of Directors of YS Biopharma, will beneficially control over 50% of the total voting power of all issued and outstanding YS Biopharma Ordinary Shares through the acting-in-concert arrangement under the Concert Party Agreement immediately following the consummation of the Business Combination, if 75% or more of the Summit Public Shareholders will redeem their Summit Public Shares. See the section entitled “Certain Relationships and Related Person Transactions — YS Group and YS Biopharma Relationships and Related Party Transactions — Concert Party Agreement” for details. As a result, Mr. Yi Zhang will have the ability to exercise significant influence over the matters requiring approval by shareholders such as decisions regarding election of directors and other significant corporate actions. YS Biopharma does not currently plan to utilize the exemptions available for controlled companies after the completion of the Business Combination, but instead, it intends to rely on the exemption available for foreign private issuers to follow its home country governance practices. As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. For details, see sections entitled “Risk Factor — Risks Related to Ownership of the YS Biopharma Ordinary Shares — As an exempted company incorporated in the Cayman Islands, YS Biopharma is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq’s corporate governance requirements; these practices may afford less protection to shareholders. If YS Biopharma opts to rely on such exemptions in the future, such decision might afford less protection to holders of YS Biopharma’s ordinary shares” and “Risk Factor — Risks Related to Ownership of the YS Biopharma Ordinary Shares — The post-combination company may be a “controlled company” within the meaning of the Nasdaq Stock Market listing rules and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.”
This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Extraordinary General Meeting of holders of Summit Shares. We encourage you to carefully read this entire document. You should, in particular, carefully consider the risk factors described in “Risk Factors” beginning on page 61 of this proxy statement/prospectus.
The board of directors of Summit (the “Summit Board”) has unanimously approved and adopted the Business Combination Agreement and unanimously recommends that the Summit Shareholders vote FOR all of the proposals presented to the shareholders at the Extraordinary General Meeting. When you consider the Summit Board’s recommendation of these proposals, you should keep in mind that Summit’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination Proposal —  Interests of Summit’s Directors, Officers and the Sponsor in the Business Combination.”

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
This proxy statement/prospectus is dated [           ], and is first being mailed to Summit Shareholders on or about [             ].

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ADDITIONAL INFORMATION
No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/ prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by Summit or YS Biopharma. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of Summit or YS Biopharma since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.
 

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SUMMIT HEALTHCARE ACQUISITION CORP.
Unit 1101, 11th Floor
1 Lyndhurst Tower, 1 Lyndhurst Terrace
Central, Hong Kong
NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON MARCH 1, 2023
Dear Summit Healthcare Acquisition Corp. Shareholders:
You are cordially invited to attend the extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) of Summit Healthcare Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Summit”), at 9:00 a.m. Eastern Time, on March 1, 2023 at 35th Floor, Two Exchange Square, 8 Connaught Place Central, Hong Kong and virtually at https://www.cstproxy.com/summithealthcarespac/2023, and on such other date and at such other place to which the meeting may be adjourned. While, as a matter of Cayman Islands law, we are required to have a physical location for the meeting, we are pleased to utilize virtual shareholder meeting technology to (i) provide ready access and cost savings for Summit Shareholders and Summit and (ii) to promote social distancing due to COVID-19 pandemic. We encourage you to attend the Extraordinary General Meeting virtually. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the accompanying proxy statement/prospectus.
The Extraordinary General Meeting shall be held for the purposes of considering and voting upon, and if through fit passing and approving, the following resolutions:
1.   Proposal No. 1 — The Business Combination Proposal — as an ordinary resolution, that the Business Combination Agreement, a copy of which is included as Annex A to the accompanying proxy statement/prospectus, and the transactions contemplated therein, whereby (i) Merger Sub I will merge 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) promptly thereafter and as part of the same overall transaction, the Surviving Entity will merge with and into Merger Sub II (the “Second Merger,” and together with the First Merger, the “Mergers”), 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, be approved and authorized in all respects.
2.   Proposal No. 2 — The Merger Proposal — as a special resolution, that the First Merger and the Plan of First Merger, a copy of which is included as Annex C to the accompanying proxy statement/prospectus, and any and all transactions provided for in the First Plan of Merger, including, without limitation (a) the First Merger, (b) at the effective time of the First Merger (the “First Merger Effective Time”), the amendment and restatement of the Summit Articles by deletion in their entirety and the substitution in their place of the amended and restated memorandum and articles of association of Summit (as the Surviving Entity) in the form attached as Annex 2 to the Plan of First Merger (the “Surviving Entity Articles”), being the memorandum and articles of association of Merger Sub I, and (c) at the First Merger Effective Time, the redesignation of all authorized class A ordinary shares of $0.0001 par value per share and class B ordinary shares of $0.0001 par value per share of the Surviving Entity as ordinary shares of $0.0001 par value per share, such that the authorized share capital of the Surviving Entity will become $45,500 divided into 455,000,000 ordinary shares of a par value of $0.0001 per share, with such rights, privileges and conditions as set out in the Surviving Entity Articles be approved and authorized in all respects.
3.   Proposal No. 3 — The Adjournment Proposal — as an ordinary resolution, that the Extraordinary General Meeting be adjourned to a later date or dates to be determined by the chairman of the Extraordinary General Meeting as necessary, including without limitation (a) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are insufficient votes to approve any of the other proposals presented to shareholders for vote, (b) to the extent necessary, to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to Summit Shareholders, or (c) if, as of the time for which the Extraordinary General Meeting is scheduled, there are insufficient Summit Shares
 

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represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Extraordinary General Meeting.
Under the Business Combination Agreement, the approval of the Business Combination Proposal and the Merger Proposal by the requisite vote of Summit Shareholders is a condition to the consummation of the Business Combination. Each of the Business Combination Proposal and the Merger Proposal are cross-conditioned on the approval of each other. If any one of these proposals is not approved by Summit Shareholders, the Business Combination shall not be consummated. The Adjournment Proposal is not conditioned upon the approval of any other Proposal set forth in the accompanying proxy statement/prospectus.
We also will transact any other business as may properly come before the Extraordinary General Meeting or any adjournment or postponement thereof.
Following the First Merger Effective Time, the Plan of Second Merger will be approved by YS Biopharma as the sole shareholder of both the Surviving Entity and Merger Sub II, pursuant to which the Second Merger will be consummated.
Pursuant to the Summit Articles, a holder of Summit Public Shares issued as part of the Units in the IPO (“Summit Public Shareholder”) may request that Summit redeem all or a portion of such Summit Public Shares for cash in connection with the completion of the Business Combination. Holders of Units must elect to separate the Units into the underlying Summit Public Shares and Summit Public Warrants prior to exercising redemption rights with respect to the Summit Public Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying Summit Public Shares and Summit Public Warrants, or if a holder holds Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company (“Continental”), directly and instruct it to do so. The redemption rights include the requirement that a beneficial holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Summit Public Shareholders are not required to affirmatively vote for or against the Business Combination Proposal, or to vote on the Business Combination Proposal at all, or to be holders of record on the record date in order to have their Summit Public Shares redeemed. If the Business Combination is not consummated, Summit shall redeem the Summit Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Summit (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then Summit Public Shares in issue, which redemption will completely extinguish the Summit Public Shareholders’ rights as Summit Public Shareholders (including the right to receive further liquidation distributions, if any). This may result in Summit Shareholders receiving less than they would have received if the Business Combination was completed and they had exercised redemption rights in connection therewith due to potential claims of creditors. If the Business Combination is consummated, and if a Summit Public Shareholder properly exercises its right to redeem all or a portion of the Summit Public Shares that it holds, Summit will redeem such Summit Public Shares for a per-share redemption price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (such interest shall be net of taxes payable) and not previously released to Summit to pay its taxes divided by the number of then issued Summit Public Shares. Summit shall not redeem the Summit Public Shares that would cause Summit’s net tangible assets to be less than $5,000,001. For illustrative purposes, as of February 2, 2023, the record date of the Extraordinary General Meeting (the “Record Date”), this would have amounted to approximately $10.1 per issued and outstanding Summit Public Share. If a Summit Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Summit Public Shares for cash and will no longer own Summit Public Shares (but will continue to own any Summit Public Warrants it may hold). See the section entitled “Extraordinary General Meeting of Summit Shareholders — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Summit Public Shares for cash.
Notwithstanding the foregoing, a Summit Public Shareholder, together with any affiliate of such Summit Public Shareholder or any other person with whom such Summit Public Shareholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
 

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(“Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Summit Public Shares without the prior consent of Summit. Accordingly, if a Summit Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Summit Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such closing condition. In addition, in no event will Summit redeem Summit Public Shares in an amount that would cause Summit’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Business Combination Agreement.
After careful consideration, the Summit Board has unanimously approved the Business Combination and determined that the Business Combination Proposal, the Merger Proposal and the Adjournment Proposal are advisable and fair to and in the best interest of Summit and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal and “FOR” the Adjournment Proposal, if presented. When you consider the Summit Board’s recommendation of these proposals, you should keep in mind that Summit’s directors and officers and the Sponsor have interests in the Business Combination that may conflict with, or are different from, your interests as a shareholder of Summit. See the section entitled “The Business Combination Proposal — Interests of Summit’s Directors, Officers, and the Sponsor in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.
Summit is providing the accompanying proxy statement/prospectus and accompanying proxy card to Summit Shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments or postponements of the Extraordinary General Meeting. Information about the Extraordinary General Meeting, the Business Combination and other related business to be considered by Summit Shareholders at the Extraordinary General Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Extraordinary General Meeting, all of Summit Shareholders should read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety, before the voting. You should also carefully consider the risk factors described inRisk Factorsbeginning on page 61 of the accompanying proxy statement/prospectus.
Only holders of record of Summit Shares at the close of business on the Record Date are entitled to notice of the Extraordinary General Meeting and to vote and have their votes counted at the Extraordinary General Meeting and any adjournments or postponements of the Extraordinary General Meeting.
The approval of the Business Combination Proposal will require an ordinary resolution under Cayman Islands law and the Summit Articles, being the affirmative vote of the holders of a majority of the issued and outstanding Summit Shares present in person physically or by virtual attendance or represented by proxy and entitled to vote at the Extraordinary General Meeting. The approval of the Merger Proposal will require a special resolution under Cayman Islands law and the Summit Articles, being the affirmative vote of the holders of at least two-thirds of the issued and outstanding Summit Shares present in person physically or by virtual attendance or represented by proxy and entitled to vote at the Extraordinary General Meeting. The approval of the Adjournment Proposal, if presented, will require an ordinary resolution under Cayman Islands law and the Summit Articles, being the affirmative vote of the holders of a majority of the issued and outstanding Summit Shares present in person physically or by virtual attendance or represented by proxy and entitled to vote at the Extraordinary General Meeting. Brokers are not entitled to vote on the Business Combination Proposal, the Merger Proposal or the Adjournment Proposal absent voting instructions from the beneficial holder. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting.
The Sponsor and the independent directors of Summit have agreed to, among other things, vote all of their Summit Shares in favor of the proposals being presented at the Extraordinary General Meeting in connection with the Business Combination and waive their redemption rights with respect to their Summit Shares in connection with the consummation of the Business Combination. The Forward Purchase Investors have also agreed to, among other things, vote all of their Summit Shares in favor of the proposals being presented at the Extraordinary General Meeting in connection with the Business Combination and waive their redemption
 

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rights with respect to all of the Summit Class B Ordinary Shares held by them in connection with the consummation of the Business Combination. As of the date of the accompanying proxy statement/prospectus, on an as-converted basis, the Sponsor, Summit’s independent directors and the Forward Purchase Investors own, collectively, approximately 22.3% of the issued and outstanding Summit Shares.
Your vote is important regardless of the number of Summit Shares you own. Whether or not you plan to attend the Extraordinary General Meeting, please complete, sign, date and return the enclosed proxy card as soon as possible in the pre-addressed postage paid envelope provided and in any event so as to be received by Summit no later than at 9:00 a.m. Eastern Time, on February 27, 2023, being 48 hours before the time appointed for the holding of the Extraordinary General Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting) to make sure that your Summit Shares are represented at the Extraordinary General Meeting. If your Summit Shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or nominee to ensure that votes related to the Summit Shares you beneficially own are properly counted.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Extraordinary General Meeting. If you are a shareholder of record and fail to return your proxy card and do not attend the Extraordinary General Meeting in person (including virtually), or if you fail to instruct your bank, broker or other nominee how to vote the Summit Shares you beneficially own, the effect will be, among other things, that your Summit Shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting and will not be voted.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT SUMMIT REDEEM YOUR SUMMIT PUBLIC SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND EITHER TENDER YOUR SHARE CERTIFICATES (IF ANY) TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, SUMMIT’S TRANSFER AGENT OR DELIVER YOUR SUMMIT PUBLIC SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. ANY HOLDER THAT HOLDS SUMMIT PUBLIC SHARES BENEFICIALLY THROUGH A NOMINEE MUST IDENTIFY ITSELF AS A BENEFICIAL HOLDER AND PROVIDE ITS LEGAL NAME, PHONE NUMBER AND ADDRESS IN ITS WRITTEN DEMAND IN ORDER TO VALIDLY REDEEM SUCH SHARES. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES SHALL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD YOUR SUMMIT PUBLIC SHARES IN “STREET NAME”, YOU NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER, BANK OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE THE SECTION ENTITLED “EXTRAORDINARY GENERAL MEETING OF SUMMIT SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.
If you have any questions about how to vote or direct a vote in respect of your Summit Ordinary Shares, you may call Advantage Proxy, Inc., Summit’s proxy solicitor, at 1-877-870-8565 or email at ksmith@advantageproxy.com. This notice of Extraordinary General Meeting is and the proxy statement/prospectus relating to the Business Combination will be available at https://www.cstproxy.com/summithealthcarespac/2023.
On behalf of Summit’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.
Sincerely,
[          ]
Bo Tan
Chief Executive Officer, Co-Chief Investment
Officer and Director
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS
 

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DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The accompanying proxy statement/prospectus is dated [    ], and is first being mailed to shareholders of Summit on or about [             ].
 

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ADDITIONAL INFORMATION
You may request copies of this proxy statement/prospectus and any other publicly available information concerning Summit, without charge, by written request to Advantage, our proxy solicitor, at 1-877-870-8565 or email at ksmith@advantageproxy.com, or banks and brokers can call collect at 1-206-870-8565, or by emailing ksmith@advantageproxy.com, or from the SEC through the SEC website at http://www.sec.gov.
In order for holders of Summit Shares to receive timely delivery of the documents in advance of the Extraordinary General Meeting of Summit to be held on March 1, 2023 you must request the information no later than five business days prior to the date of the Extraordinary General Meeting, by February 22, 2023.
 
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ABOUT THIS PROXY STATEMENT/PROSPECTUS
This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by YS Biopharma, constitutes a prospectus of YS Biopharma under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”) with respect to the YS Biopharma Ordinary Shares to be issued to Summit Shareholders, the YS Biopharma Warrants to be issued to Summit warrant holders and the YS Biopharma Ordinary Shares underlying such warrants, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Extraordinary General Meeting of holders of Summit Shares at which Summit Shareholders shall be asked to consider and vote upon proposals to approve the Business Combination Proposal, the Merger Proposal and to approve the Adjournment Proposal, if necessary, to permit further solicitation of proxies because there are not sufficient votes to adopt the Business Combination Proposal or the Merger Proposal.
Discrepancies in any table between totals and sums of the amounts listed are due to rounding. Certain amounts and percentages have been rounded; consequently, certain figures may add up to be more or less than the total amount and certain percentages may add up to be more or less than 100% due to rounding. In particular and without limitation, amounts expressed in millions contained in this proxy statement/prospectus have been rounded to a single decimal place for the convenience of readers.
 
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INDUSTRY AND MARKET DATA
The industry and market position information that appears in this proxy statement/prospectus is from independent market research carried out by Frost & Sullivan, which was commissioned by YS Biopharma.
Such information is supplemented where necessary with YS Biopharma’s own internal estimates and information obtained from discussions with its customers, taking into account publicly available information about other industry participants and YS Biopharma’s management’s judgment where information is not publicly available. This information appears in “Summary of the Proxy Statement/Prospectus,” “YS Group’s Business” and “YS Biopharma’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other sections of this proxy statement/prospectus.
 
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FREQUENTLY USED TERMS
Unless otherwise stated or unless the context otherwise requires in this document:
“Adjournment Proposal” means the Summit shareholder proposal by ordinary resolution to approve the adjournment of the Extraordinary General Meeting for the purpose of soliciting additional proxies in favor of the approval of the Business Combination in the event Summit does not receive the requisite shareholder vote to approve the Business Combination;
“Amended YS Biopharma Articles” means YS Biopharma’s amended and restated memorandum and articles adopted by special resolution dated September 23, 2022 and to become effective immediately prior to the First Merger Effective Time;
“Beijing Yisheng” means Beijing Yisheng Biotechnology Co., Ltd., a company incorporated under the laws of the PRC with limited liability and a wholly-owned subsidiary of YS Biopharma;
“Business Combination” or “Transactions” means the Mergers and the other transactions contemplated by the Business Combination Agreement;
“Business Combination Agreement” means the business combination agreement, dated September 29, 2022 (as may be amended, supplemented, or otherwise modified from time to time), by and among Summit, Merger Sub I, Merger Sub II and YS Biopharma;
“Business Combination Proposal” means the Summit shareholder proposal by ordinary resolution to approve the Business Combination Agreement and the Business Combination;
“Cayman Islands Companies Act” means the Companies Act (As Revised) of the Cayman Islands;
“China” or “PRC” means the People’s Republic of China (and, only in the context of describing the industry matters, including those derived from the F&S report, and the PRC laws, rules, regulations, regulatory authorities, and any PRC entities or citizens under such rules, laws and regulations and other legal, regulatory or tax matters and advices in this proxy statement/prospectus, excludes Hong Kong, Macau and Taiwan). The term “Chinese” has a correlative meaning for the purpose of this proxy statement/prospectus;
“Closing” means the closing of the Mergers;
“Closing Date” means the date of the Closing;
“Code” means the Internal Revenue Code of the 1986, as amended;
“Condition Precedent Proposals” mean all Proposals, except for the Adjournment Proposal;
“Continental” means Continental Stock Transfer & Trust Company, Summit’s transfer agent;
“Dissent Rights” means the right of each holder of record of Summit Shares to dissent in respect of the Merger pursuant to Section 238 of the Cayman Islands Companies Act;
“Dissenting Summit Shareholders” means holders of Dissenting Summit Shares;
“Dissenting Summit Shares” means Summit Shares that are (i) issued and outstanding immediately prior to the First Merger Effective Time and (ii) held by Summit Shareholders who have validly exercised their Dissent Rights (and not waived, withdrawn, lost or failed to perfect such rights);
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended;
“Existing Warrant Agreement” means the warrant agreement, dated May 13, 2021, by and between Summit and Continental;
“Extraordinary General Meeting” means an extraordinary general meeting of holders of Summit Shares to be held at 9:00 a.m. Eastern Time, on March 1, 2023 at 35th Floor, Two Exchange Square, 8 Connaught Place Central, Hong Kong and virtually at https://www.cstproxy.com/summithealthcarespac/2023;
“Final Redemption Date” means June 11, 2023 or such later date as may be approved by Summit’s shareholders in an amendment to the Summit Articles;
 
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“First Merger Effective Time” means the time when the Plan of First Merger is registered by the Registrar of Companies of the Cayman Islands or such later time (being not later than the 90th day after registration by the Registrar of Companies of the Cayman Islands) as Merger Sub I and Summit may agree and specify in the Plan of First Merger pursuant to the Cayman Islands Companies Act;
“Forward Purchase Agreements” means (i) the forward purchase agreement entered into as of April 30, 2021 between Summit and Snow Lake Capital (HK) Limited; and (ii) the forward purchase agreement entered into as of April 30, 2021 between Summit and the Valliance Fund;
“Forward Purchase Investors” means Snow Lake Capital (HK) Limited and the Valliance Fund;
“Forward Purchase Subscriptions” means the purchases of 3,000,000 Summit Class A Ordinary Shares and 750,000 Summit Warrants by the Forward Purchase Investors for an aggregate purchase price of $30,000,000 pursuant to the Forward Purchase Agreements in a private placement to close immediately prior to the First Merger Effective Time;
“First Merger” means the merger between Summit and Merger Sub I, with Summit being the surviving entity and becoming a wholly-owned subsidiary of YS Biopharma;
“HK Yisheng” means YishengBio (Hong Kong) Holdings Limited, a company incorporated under the laws of Hong Kong with limited liability and a wholly-owned subsidiary of YS Biopharma;
“Initial Shareholders” means the Sponsor, Ian Stone, Thomas Folinsbee, Tao Bai and the Forward Purchase Investors;
“IPO” means Summit’s initial public offering, which was consummated on June 11, 2021;
“Liaoning Yisheng” means Liaoning Yisheng Biopharma Co., Ltd., a company with limited liability under the laws of the PRC with limited liability and a wholly-owned subsidiary of YS Biopharma;
“Mergers” means collectively, the First Merger and the Second Merger;
“Merger Proposal” means the Summit shareholder proposal by special resolution to approve the First Merger;
“Merger Subs” means collectively Merger Sub I and Merger Sub II;
“Merger Sub I” means 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 II” means 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;
“Nasdaq” means the Nasdaq Stock Market;
“Non-Redeeming Summit Shares” means, without duplication, (a) 375,000 Summit Class B Ordinary Shares held by the Forward Purchase Investors, (b) 3,000,000 Summit Class A Ordinary Shares to be purchased by the Forward Purchase Investors pursuant to the Forward Purchase Agreements and (c) Summit Ordinary Shares in respect of which the holder thereof is eligible (as determined in accordance with the Summit Articles) and has not validly exercised (or has validly revoked, withdrawn or lost) his, her or its Summit Shareholder Redemption Right, excluding (i) Redeeming Summit Shares and (ii) Dissenting Summit Shares;
“PCAOB” means the Public Company Accounting Oversight Board;
“PFIC” means a “passive foreign investment company” for U.S. federal income tax purposes;
“Plan of First Merger” means the plan of merger for the First Merger between Summit and Merger Sub I;
“Plan of Second Merger” means the plan of merger for the Second Merger between the Surviving Entity and Merger Sub II;
“Pre Consolidation YS Biopharma Ordinary Shares” means the ordinary share of YS Biopharma prior to the YS Biopharma Share Consolidation;
 
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“Proposals” means the Business Combination Proposal, the Merger Proposal and the Adjournment Proposal;
“Record Date” means February 2, 2023;
“Redeeming Summit Shares” means Summit Shares in respect of which the eligible (as determined in accordance with the amended and restated memorandum and articles of association of Summit) holder thereof has validly exercised (and not validly revoked, withdrawn or lost) his, her or its Summit Shareholder Redemption right;
“Redemption Rate” means a fraction, expressed as a percentage, (i) the numerator of which is the aggregate number of Redeeming Summit Shares and (ii) the denominator of which is the aggregate number of Summit Shares in respect of which the holder thereof is eligible (as determined in accordance with the Summit Articles) to exercise his, her or its Redemption rights;
“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended;
“SEC” means the U.S. Securities and Exchange Commission;
“Second Merger” means the merger between the Surviving Entity and Merger Sub II, with Merger Sub II being the surviving entity and remaining as a wholly-owned subsidiary of YS Biopharma;
“Securities Act” means the U.S. Securities Act of 1933, as amended;
“Shareholder Support Agreement” means the shareholder support agreement and deed, dated September 29, 2022, by and among YS Biopharma, Summit, and the Supporting Shareholders;
“Shareholders Agreement” means the Shareholders Agreement in respect of YS Biopharma, dated as of January 28, 2021, as may be amended and/or restated from time to time;
“Singapore Yisheng” means Yisheng Biopharma (Singapore) Pte. Ltd., (formerly known as Newbiomed Pika Pte. Ltd.), a company incorporated under the laws of Singapore and a wholly-owned subsidiary of YS Biopharma;
“Sponsor” means Summit Healthcare Acquisition Sponsor LLC, a limited liability company registered under the laws of the Cayman Islands;
“Summit” means Summit Healthcare Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands;
“Summit Articles” means Summit’s amended and restated memorandum and articles of association adopted by special resolution dated June 8, 2021;
“Summit Board” means the board of directors of Summit;
“Summit Class A Exchange Ratio” or “Class A Exchange Ratio” means a ratio equal to (i) if the Redemption Rate is less than or equal to 85%, the quotient obtained by dividing (a) the sum of (x) 2,732,325 and (y) the aggregate number of Non-Redeeming Summit Shares by (b) the aggregate number of Non-Redeeming Summit Shares, rounded up to the nearest four decimal points and (ii) if the Redemption Rate is more than 85%, 1.4286 (it being understood that the Summit Class A Exchange Ratio is between 1.1169 and 1.4286, depending on the Redemption Rate);
“Summit Class A Ordinary Shares” or “Summit Public Shares” means Class A ordinary shares of Summit, par value $0.0001 per share, as further described in the Summit Articles, prior to the First Merger Effective Time, and for the avoidance of doubt, there shall be no Summit Class A Ordinary Shares after the First Merger Effective Time;
“Summit Class B Ordinary Shares” or “Founder Shares” means Class B ordinary shares of Summit, par value $0.0001 per share, as further described in the Summit Articles, prior to the First Merger Effective Time, and for the avoidance of doubt, there shall be no Summit Class B Ordinary Shares after the First Merger Effective Time;
 
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“Summit Ordinary Shares” or “Summit Shares” means, collectively, Summit Class A Ordinary Shares and Summit Class B Ordinary Shares, prior to the First Merger Effective Time, and for the avoidance of doubt, there shall be no Summit Ordinary Shares after the First Merger Effective Time;
“Summit Private Warrants” means the warrants sold to the Sponsor in the private placement consummated concurrently with the IPO, each entitling its holder to purchase one Summit Public Share at an exercise price of $11.50 per share, subject to adjustment;
“Summit Public Shareholder” means a holder of Summit Public Shares issued as part of the Units issued in the IPO;
“Summit Public Warrants” means the redeemable warrants issued in the IPO, each entitling its holder to purchase one Summit Public Share at an exercise price of $11.50 per share, subject to adjustment;
“Summit Warrants” means the Summit Public Warrants and the Summit Private Warrants;
“Summit Shareholder Redemption Amount” means the aggregate amount payable with respect to all Redeeming Summit Shares;
“Summit Shareholder Redemption Right” means the right of an eligible (as determined in accordance with the Summit Articles) holder of Summit Shares to redeem all or a portion of the Summit Shares held by such holder as set forth in the Summit Articles in connection with the Proposals;
“Summit Shareholders” means the holders of Summit Shares;
“Supporting Shareholders” means that certain shareholders of YS Biopharma and certain shareholders of Summit who entered into the Shareholders Support Agreement;
“Surviving Entity” means Summit after the consummation of the First Merger;
“Surviving Company” means Merger Sub II after the consummation of the Second Merger;
“Trust Account” means the trust account of Summit that holds the proceeds from the IPO and the sale of the Summit Private Warrants;
“Units” means the units issued in the IPO, each consisting of one Summit Public Share and one-half of one Summit Public Warrant;
“U.S. Dollars” or “$” means United States dollars, the legal currency of the United States;
“U.S. GAAP” means generally accepted accounting principals in the United States as in effect from time to time;
“US Yisheng” means Yisheng US Biopharma Inc., a company incorporated under the laws of U.S. and a wholly-owned subsidiary of YS Biopharma;
“VAT” means the value added tax;
“YS Biopharma” means YishengBio Co., Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands, which will be renamed as YS Biopharma Co., Ltd prior to the Closing;
“YS Biopharma Capital Restructuring” means YS Biopharma Share Conversion and YS Biopharma Share Consolidation;
“YS Biopharma Ordinary Share” means (i) before YS Biopharma Capital Restructuring, ordinary shares of YS Biopharma, par value $0.000005 per share, (ii) after YS Biopharma Capital Restructuring but before the First Merger Effective Time, ordinary shares of YS Biopharma, par value $0.00002 per share, the rights, preferences, privileges and restrictions of which are as set out in YS Biopharma Articles and (iii) from and after the First Merger Effective Time, ordinary shares of YS Biopharma, par value $0.00002 per share, the rights, preferences, privileges and restrictions of which are as set out in the Amended YS Biopharma Articles;
“YS Biopharma Share Consolidation” means the consolidation of every four Pre Consolidation YS Biopharma Ordinary Shares and options of YS Biopharma into one YS Biopharma Ordinary Share and one option of YS Biopharma, respectively, subject to rounding up to the nearest whole number of shares;
 
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“YS Biopharma Share Conversion” means the conversion of each preferred shares of YS Biopharma into one Pre Consolidation YS Biopharma Ordinary Shares;
“YS Biopharma Warrant” means warrant to purchase YS Biopharma Ordinary Share after the Closing, with each whole warrant entitling the holder to purchase one YS Biopharma Ordinary Share; and
“YS Group” means YS Biopharma, together as a group with its subsidiaries, including Merger Sub I, Merger Sub II, US Yisheng, Singapore Yisheng and HK Yisheng, Liaoning Yisheng and Beijing Yisheng.
 
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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS
The following questions and answers are intended to highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Extraordinary General Meeting, including with respect to the proposed Business Combination. Please refer to the section titled “Summary” and the more detailed information contained elsewhere in this proxy statement/prospectus, the annexes to this proxy statement/prospectus and the documents referred to in this proxy statement/prospectus, which you should read carefully and in their entirety.
Q:
Why am I receiving this proxy statement/prospectus?
A:
Summit is sending these materials to Summit Shareholders to vote on the Business Combination and related proposals at the Extraordinary General Meeting, which will be held at 9:00 a.m. Eastern Time, on March 1, 2023 at 35th Floor, Two Exchange Square, 8 Connaught Place Central, Hong Kong and virtually at https://www.cstproxy.com/summithealthcarespac/2023.
Summit and YS Biopharma have agreed to the Business Combination under the terms of the Business Combination Agreement, a copy of which is included as Annex A to this proxy statement/prospectus. The Business Combination Agreement provides for, among other things, (i) the merger of Merger Sub I, with and into Summit, with Summit surviving the First Merger as 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, with Merger Sub II surviving the Second Merger as the Surviving Company and remaining as a wholly-owned subsidiary of YS Biopharma, and each of the current security holders of Summit receiving securities of YS Biopharma, which will become a public company following the Business Combination.
This document constitutes both a proxy statement of Summit and a prospectus of YS Biopharma. It is a proxy statement because Summit is soliciting proxies from its shareholders. It is a prospectus because YS Biopharma will issue its ordinary shares, par value $0.00002 per share, in connection with the Business Combination if the Business Combination is completed.
Q:
What proposals are Summit Shareholders being asked to vote upon?
A:
At the Extraordinary General Meeting, Summit is asking Summit Shareholders to consider and vote upon the following proposals:

The Business Combination Proposal to approve and authorize the Business Combination Agreement and the Business Combination and the other transactions contemplated thereby;

The Merger Proposal to approve and authorize the First Merger and the Plan of First Merger (being presented to Summit Shareholders separately in light of Cayman Islands law requirements and for good governance practices); and

The Adjournment Proposal to approve the adjournment of the Extraordinary General Meeting for the purpose of, among others, soliciting additional proxies in favor of the approval of the Business Combination in the event Summit does not receive the requisite shareholder vote to approve the Business Combination.
The vote of Summit Shareholders is important. Summit Shareholders are encouraged to submit their completed proxy card as soon as possible after carefully reviewing this proxy statement/prospectus.
Q:
What vote is required to approve the proposals presented at the Extraordinary General Meeting?
A:
The following votes are required for each proposal at the Extraordinary General Meeting:

Proposal No. 1 — Business Combination Proposal — The approval of the Business Combination Proposal will require an ordinary resolution under Cayman Islands law and the Summit Articles, being the affirmative vote of the holders of a majority of the issued and outstanding Summit Shares present in person physically or by virtual attendance or represented by proxy and entitled to vote at the Extraordinary General Meeting.
 
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Proposal No. 2 — Merger Proposal — The approval of the Merger Proposal will require a special resolution under Cayman Islands law and the Summit Articles, being the affirmative vote of the holders of at least two-thirds of the issued and outstanding Summit Shares present in person physically or by virtual attendance or represented by proxy and entitled to vote at the Extraordinary General Meeting.

Proposal No. 3 — Adjournment Proposal — The approval of the Adjournment Proposal, if presented, will require an ordinary resolution under Cayman Islands law and the Summit Articles, being the affirmative vote of the holders of a majority of the issued and outstanding Summit Shares present in person physically or by virtual attendance or represented by proxy and entitled to vote at the Extraordinary General Meeting.
If you are a Summit Shareholder that attends the Extraordinary General Meeting and fails to vote on the Business Combination Proposal, the Merger Proposal or the Adjournment Proposal, or if you respond to such Proposals with an “abstain” vote, your failure to vote or “abstain” vote in each case will, with respect to a particular Proposal, be counted as present for the purposes of determining whether a quorum is present at the Extraordinary General Meeting, but will have the same effect as a vote “against” such Proposal. Brokers are not entitled to vote on the Business Combination Proposal, the Merger Proposal or the Adjournment Proposal absent voting instructions from the beneficial holder. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting.
Q:
Are any of the Proposals conditioned on one another?
A:
Yes. Each of the Business Combination Proposal and the Merger Proposal (collectively, “Condition Precedent Proposals”) is conditioned on the approval and adoption of the other Condition Precedent Proposal. The Adjournment Proposal (collectively with the Condition Precedent Proposals, the “Proposals”) is not conditioned upon the approval of any other Proposal.
Q:
Why is Summit providing Summit Shareholders with the opportunity to vote on the Business Combination?
A:
Pursuant to the Summit Articles, Summit is required to provide Summit Public Shareholders with an opportunity to have their Summit Public Shares redeemed for cash upon the consummation of its initial business combination, either in conjunction with a shareholder vote or tender offer. Due to the structure of the Business Combination, Summit is providing this opportunity in conjunction with a shareholder vote.
Q:
Why is Summit proposing the Business Combination?
A:
Summit was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
Based on its due diligence investigations of YS Biopharma and the industries in which it operates, including the financial and other information provided by YS Biopharma in the course of Summit’s due diligence investigations, the Summit Board believes that the Business Combination with YS Biopharma is in the best interests of Summit and presents an opportunity to increase shareholder value. However, there can be no assurances of this. Although the Summit Board believes that the Business Combination with YS Biopharma presents a unique business combination opportunity and is in the best interests of Summit, the Summit Board did consider certain potentially material negative factors in arriving at that conclusion. See “The Business Combination Proposal — The Summit Board’s Reasons for the Approval of the Business Combination” for a discussion of the factors considered by the Summit Board in making its decision.
Q:
Did the Summit Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
A:
Yes. The Summit Board received a fairness opinion from ValueScope, Inc. (“ValueScope”), as to the fairness, from a financial point of view, to Summit Shareholders as a group (as opposed to only the Summit Shareholders unaffiliated with the Sponsor or its affiliates), of the consideration to be paid by Summit pursuant to the Business Combination Agreement. For more information, see the section entitled
 
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“The Business Combination Proposal — Summary of Valuation Analysis and Opinion of Financial Advisor to the Summit Board” and the opinion of ValueScope, a copy of which is included as Annex D to this proxy statement/prospectus.
Q:
What is expected to happen in the Business Combination?
A:
Subject to, and in accordance with the terms and conditions set forth in the Business Combination Agreement, (i) Merger Sub I will merge with and into Summit, with Summit surviving the First Merger as the Surviving Entity and becoming a wholly-owned subsidiary of YS Biopharma; and (ii) following the First Merger, the Surviving Entity will merge with and into Merger Sub II, with Merger Sub II surviving the Second Merger as the Surviving Company and remaining as a wholly owned subsidiary of YS Biopharma. YS Biopharma will become the parent/public company following the Business Combination.
Subject to, and in accordance with the terms and conditions set forth in the Business Combination Agreement, immediately prior to the First Merger Effective Time, (i) each YS Biopharma Preferred Share will be converted into one Pre Consolidation YS Biopharma Ordinary Share; (ii) every four Pre Consolidation YS Biopharma Ordinary Shares and options of YS Biopharma will be consolidated into one YS Biopharma Ordinary Share and one option of YS Biopharma, respectively, subject to rounding up to the nearest whole number of shares; and (iii) the amended and restated memorandum and articles of association of YS Biopharma shall be adopted and become effective. Items (i) through (iii) are collectively referred to as the “YS Biopharma Capital Restructuring.”
Subject to, and in accordance with the terms and subject to the 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 the Units (each consisting of one Summit Class A Ordinary Share and one-half of one redeemable Summit Warrant included as part of a Unit) 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 Ordinary Share and one-half of a Summit Warrant (the “Unit Separation”); (ii) each Summit Class A Ordinary Share (including Summit Class A Ordinary Shares held by Summit’s public shareholders as a result of the Unit Separation and Summit Class A Ordinary Shares to be issued pursuant to the Forward Purchase Subscriptions) issued and outstanding immediately prior to the First Merger Effective Time (other than any treasury Summit Shares, redeeming Summit Shares and dissenting Summit Shares) shall automatically be cancelled and cease to exist in exchange for the right to receive such fraction of newly issued YS Biopharma Ordinary Shares after the YS Biopharma Capital Restructuring that is equal to the Summit Class A Exchange Ratio, without interest; (iii) an aggregate of 1,446,525 Summit Class B Ordinary Shares held by Sponsor will be surrendered for nil consideration, and after such surrender, each of the remaining Summit Class B Ordinary 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 Ordinary 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 Summit 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 to purchase one YS Biopharma Ordinary Share, 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.
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
 
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Redeeming Summit 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 Summit Shareholder Redemption Amount in accordance with Summit’s amended and restated memorandum and articles of association; and (iii) each Dissenting Summit Share issued and outstanding immediately prior to the First Merger Effective Time held by a Dissenting Summit Shareholder shall be cancelled and cease to exist and shall thereafter represent only the right to be paid the fair value of such Dissenting Summit Share and such other rights as are granted by the Cayman Islands Companies Act. For more information on the First Merger and the Second Merger, see the sections entitled “The Business Combination Proposal” and “The Merger Proposal.” For more information on YS Biopharma’s securities upon consummation of the Business Combination, see the section entitled “Description of YS Biopharma Securities — Ordinary Shares.”
Prior to the IPO, Summit entered into the Forward Purchase Agreements with each of the Forward Purchase Investors. The Forward Purchase Agreements provide for (i) the transfer of an aggregate of 375,000 Founder Shares from the Sponsor to the Forward Purchase Investors for nil cash consideration prior to the IPO and (ii) the purchase by the Forward Purchase Investors of an aggregate of 3,000,000 Summit Class A Ordinary Shares, plus an aggregate of 750,000 redeemable warrants to purchase Summit Class A Ordinary 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 Business Combination. The Forward Purchase Investors’ subscription obligations under the Forward Purchase Agreements do not depend on whether any Summit Class A Ordinary Shares are redeemed by the Summit Public Shareholders. Proceeds received from the Forward Purchase Investors under the Forward Purchase Agreements will count towards the Available Closing Cash Amount (as defined in the Business Combination Agreement), 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 the Business Combination if Summit seeks shareholder approval of such transaction.
Q:
Who is YS Biopharma?
A:
YS Group is a fully integrated innovative biotechnology platform. It discovers, develops, manufactures and commercializes new generations of vaccines and therapeutic biologics for infectious diseases and cancer with huge unmet demand, across multiple operational locations, including China, the United States and Singapore. YS Biopharma is a biopharmaceutical company with innovative technology and a revenue-generating marketed product of YSJA™ rabies vaccine with robust growth potential in China. In the fiscal year of 2021 and 2022, YS Group has sold approximately 3.6 million and 6.9 million doses of YSJA™ rabies vaccines to approximately 1440 county-level CDC customers in China, respectively. YS Biopharma has also developed its proprietary PIKA immunomodulating technology platform, empowering a diverse pipelines of innovative vaccines and therapeutic biologics. As of June 30, 2022, YS Group had four product candidates at various clinical trial stages, including PIKA rabies vaccine, PIKA recombinant COVID-19 vaccine, PIKA YS-ON-001 and PIKA YS-HBV-001, and four preclinical stage product candidates, targeting HBV, influenza, rabies and cancer with significant unmet medical needs. In addition, YS Biopharma is working on a series of therapeutic targets and products at the discovery stage. For more information, see the section entitled “YS Biopharma’s Business.”
YS Biopharma was incorporated under the laws of Cayman Islands as an exempted company with limited liability in November 2020. The history of YS Group can be traced back to 2002 when Mr. Yi Zhang, its founder and controlling shareholder started the vaccine business in the PRC, and has expanded its international business operation in the United States and Singapore since 2009.
Q:
What shall be the relative equity stakes of Summit Shareholders, YS Biopharma shareholders immediately after the consummation of the Business Combination?
A:
Upon consummation of the Business Combination, YS Biopharma will become a public company. The former securityholders of Summit will become securityholders of YS Biopharma. It is anticipated that, upon completion of the Business Combination, the ownership and voting power of YS Biopharma Ordinary Shares as well as the Sponsor and its affiliates’ total potential ownership interest in YS Biopharma will be as set forth in the tables below, assuming no redemption, 50% redemption and 100%
 
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redemption. The share amounts and ownership and voting power percentages set forth in the tables below do not take into account (i) warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter to acquire YS Biopharma Ordinary Shares and (ii) any outstanding options or restricted share units that were assumed by YS Biopharma upon the completion of the Business Combination. If the actual facts are different from the foregoing assumptions, the share amounts and percentage ownership numbers set forth below will be different.
Scenario 1
Assuming
No Redemption
Scenario 2
Assuming
50% Redemption
Scenario 3
Assuming
100% Redemption
Number of
Ordinary
Shares
Share
Ownership
%
Number of
Ordinary
Shares
Share
Ownership
%
Number of
Ordinary
Shares
Share
Ownership
%
YS Biopharma Shareholders
83,424,995 73.53 83,424,995 80.63 83,424,995 90.51
Summit Public Shareholders
22,337,818 19.69 12,042,860 11.64
Forward Purchase Investors
3,769,507 3.32 4,064,465 3.93 4,821,525 5.23
Sponsor and certain
Summit directors as a
group 
3,928,475 3.46 3,928,475 3.80 3,928,475 4.26
Pro Forma Ordinary Shares
Outstanding(1)
113,460,795 100.00 103,460,795 100.00 92,174,995 100.00
Pro Forma Book Value
of Equity
RMB2,234,552,988 RMB1,520,312,246 RMB806,071,503
Pro Forma Book Value per Share
RMB19.69 RMB14.69 RMB8.75
(1)
Includes YS Biopharma Ordinary Shares to be held by existing YS Biopharma shareholders and YS Biopharma Ordinary Shares to be issued to non-redeeming Summit Shareholders and Forward Purchase Investors upon completion of the Business Combination, but excludes 10,000 YS Biopharma Ordinary Shares to be issued as part of advisory fees to YS Biopharma’s financial advisor.
Shareholders will experience additional dilution to the extent YS Biopharma issues additional shares after the Closing. The table above excludes up to 6,656,582 YS Biopharma Ordinary Shares that will be available for issuance under the YS Biopharma 2022 Plan. The following table illustrates the impact on relevant ownership and voting power levels assuming the issuance of all such shares.
 
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Scenario 1
Assuming
No Redemption
Scenario 2
Assuming
50% Redemption
Scenario 3
Assuming
100% Redemption
Number of
Ordinary
Shares
Share
Ownership
%
Number of
Ordinary
Shares
Share
Ownership
%
Number of
Ordinary
Shares
Share
Ownership
%
YS Biopharma
Shareholders
90,081,577 74.99 90,081,577 81.80 90,081,577 91.15
Summit Public Shareholders
22,337,818 18.60 12,042,860 10.94
Forward Purchase Investors
3,769,507 3.14 4,064,465 3.69 4,821,525 4.88
Sponsor and certain Summit directors as a group 
3,928,475 3.27 3,928,475 3.57 3,928,475 3.97
Pro Forma Ordinary Shares Outstanding
120,117,377 100.00 110,117,377 100.00 98,831,577 100.00
Pro Forma Book Value of
Equity
RMB2,250,791,944 RMB1,536,551,202 RMB822,310,459
Pro Forma Book Value per
Share
RMB18.74 RMB13.95 RMB8.32
For additional informational purposes, the following table sets forth both (i) the Sponsor’s ownership interest, and (ii) the Sponsor’s total potential ownership interest in YS Biopharma upon consummation of the Business Combination, assuming no redemption, 50% redemption and 100% redemption.
Scenario 1
Assuming No Redemption
Scenario 2
Assuming 50% Redemption
Scenario 3
Assuming 100% Redemption
Number of
Ordinary
Shares
Share
Ownership
%
Number of
Ordinary
Shares
Share
Ownership
%
Number of
Ordinary
Shares
Share
Ownership
%
(A)
(B)
(A)
(B)
(A)
(B)
Sponsor(1) 3,853,475 3.40 3.21 3,853,475 3.72 3.5 3,853,475 4.18 3.9
Sponsor’s total potential ownership interest(2)
11,353,475 9.39 8.9 11,353,475 10.23 9.65 11,353,475 11.39 10.68
(A)
Excludes up to 6,656,582 YS Biopharma Ordinary Shares that will be available for issuance under the YS Biopharma 2022 Plan.
(B)
Includes up to 6,656,582 YS Biopharma Ordinary Shares that will be available for issuance under the YS Biopharma 2022 Plan.
(1)
Represents 3,853,475 YS Biopharma Ordinary Shares to be received by the Sponsor for the 5,750,000 Summit Class B Ordinary Shares held by the Sponsor.
(2)
Represents (i) 3,853,475 YS Biopharma Ordinary Shares to be received by the Sponsor for the 5,750,000 Summit Class B Ordinary Shares held by the Sponsor, (ii) 6,000,000 YS Biopharma Ordinary Shares issuable upon conversion of 6,000,000 YS Biopharma Warrants to be received by the Sponsor for the 6,000,000 Summit Private Warrants held by the Sponsor, and (iii) 1,500,000 YS Biopharma Ordinary Shares issuable upon conversion of 1,500,000 YS Biopharma Warrants to be received by the Sponsor for the 1,500,000 Summit Private Warrants issuable under the convertible promissory note issued in September 2022. For a more detailed description of the convertible promissory note, see “Certain Relationships and Related Person Transactions.” The Sponsor does not have any affiliates that hold potential ownership interest in YS Biopharma upon consummation of the Business Combination.
The underwriters are not entitled to deferred compensation upon the closing of the Business Combination.
For a more detailed description of share ownership upon consummation of the Business Combination, see the section entitled “Beneficial Ownership of Securities.”
 
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Q:
Who will be the officers and directors of YS Biopharma if the Business Combination is consummated?
A:
It is anticipated that, at the Closing, YS Biopharma’s board of directors will be comprised of seven directors who will be identified and appointed prior to the Closing. YS Biopharma’s executive management team will be led by the current management of YS Biopharma. Mr. Bo Tan will be a member of YS Biopharma’s board of directors upon the consummation of the Business Combination. The other six directors have been identified in the section titled “Management Following the Business Combination.”
Q:
What are the U.S. federal income tax consequences of the Mergers to U.S. Holders of Summit Public Shares and/or Summit Public Warrants?
A:
As described in the section of this proxy statement/prospectus entitled “Material Tax Considerations —  U.S. Federal Income Tax Considerations to U.S. Holders — Tax Treatment of the Mergers,” to qualify as a “reorganization” within the meaning of Section 368(a) of the Code (a “Reorganization”), the Mergers must satisfy certain requirements, some of which are based on factual determinations, and actions or events after the Mergers could adversely affect such qualification. One such requirement is that the acquiring corporation, directly or indirectly through certain controlled corporations, either continue a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business, in each case, within the meaning of U.S. Treasury Regulations Section 1.368-1(d). However, due to the absence of guidance bearing directly on how the above rules apply in the case of an acquisition of a corporation like Summit that holds primarily investment-type assets, the qualification of the Mergers as a Reorganization is subject to significant uncertainty, and is therefore not capable of being the subject of a representation regarding its tax treatment. The closing of the Business Combination is not conditioned upon the receipt of an opinion of counsel that the Mergers will qualify as a Reorganization, and neither Summit nor YS Biopharma intends to request a ruling from the U.S. Internal Revenue Service (the “IRS”) regarding the U.S. federal income tax treatment of the Mergers. Accordingly, no assurance can be given that the IRS will not treat the Mergers as taxable transactions and challenge the qualification of the Mergers as a Reorganization or that a court will not sustain such a challenge by the IRS. U.S. Holders of Summit Securities are urged to consult their tax advisors regarding the proper U.S. federal income tax treatment of the Mergers, including with respect to their qualification as a Reorganization.
If the Mergers were to qualify as a Reorganization, a U.S. Holder (as defined in the section entitled “Material Tax Considerations — U.S. Federal Income Tax Considerations to U.S. Holders”) generally would not recognize gain or loss on the exchange of Summit Securities for YS Biopharma Securities in the Mergers. However, if any requirement to qualify as a Reorganization is not met, then a U.S. Holder generally will recognize gain or loss in an amount equal to the difference between the fair market value (as of the closing date of the Mergers) of YS Biopharma Ordinary Shares and YS Biopharma Warrants received in the Merger, over such holder’s aggregate adjusted tax basis in the corresponding Summit Public Shares and Summit Public Warrants surrendered by such holder in the Mergers. Even if the requirements to qualify as a Reorganization are satisfied, U.S. Holders may be required to recognize gain (but not loss) in the Mergers under the PFIC rules, as described in more detail in the section entitled “Material Tax Considerations — U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Rules.”
The tax consequences of the Mergers are complex and will depend on each U.S. Holder’s particular circumstances. For a more detailed discussion of the U.S. federal income tax considerations of the Mergers for U.S. Holders, see the section entitled “Material Tax Considerations — U.S. Federal Income Tax Considerations to U.S. Holders — Tax Treatment of the Mergers.” U.S. Holders exchanging their Summit Public Shares and/or Summit Public Warrants in the Mergers should consult their tax advisors to determine the tax consequences thereof.
Q:
What are the U.S. federal income tax consequences of exercising my redemption rights?
A:
If a U.S. Holder elects to redeem its Summit Public Shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of the Summit Public Shares under Section 302 of the Code. If the redemption qualifies as such a sale or
 
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exchange, such U.S. Holder generally will recognize gain or loss in an amount equal to the difference, if any, between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the Summit Public Shares surrendered by such U.S. Holder in the redemption. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes, depending on the amount of Summit Public Shares that such Holder owns or is deemed to own (including through the ownership of Summit Public Warrants) after the redemption. For more information, see the section entitled “Material Tax Considerations — U.S. Federal Income Tax Considerations to U.S. Holders — Redemption of Summit Public Shares”. U.S. Holders are urged to consult their tax advisors regarding the tax consequences of exercising their redemption rights.
Q:
What conditions must be satisfied to complete the Business Combination?
A:
There are a number of closing conditions to the Business Combination, including, but not limited to, the following:

the effectiveness of this Form F-4 and the absence of any issued or pending stop order by the SEC;

approval of the Business Combination Proposal by way of ordinary resolution and the Merger Proposal by way of special resolution by the Summit Shareholders;

receipt of approval for YS Biopharma Ordinary Shares and YS Biopharma Warrants to be listed on Nasdaq, subject only to official notice of issuance;

the Available Closing Cash Amount (as defined in the Business Combination Agreement) being not less than $30 million;

the absence of any Company Material Adverse Effect (as defined in the Business Combination Agreement);

the absence of any SPAC Material Adverse Effect (as defined in the Business Combination Agreement);

the waiver of deferred underwriting fee by the underwriter for the IPO has not been withdrawn; and

the absence of any law (whether temporary, preliminary or permanent) or governmental order then in effect and which has the effect of making the Closing illegal or which otherwise prevents or prohibits the consummation of the Closing (any of the foregoing, a “restraint”), other than any such restraint that is immaterial.
For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination Agreement.”
Q:
Who can vote at the Extraordinary General Meeting?
A:
Only Summit Shareholders who held Summit Share of record as of the close of business on February 2, 2023, the “Record Date” for the Extraordinary General Meeting, are entitled to receive notice of and to vote at the Extraordinary General Meeting. As of the close of business on the Record Date, there were 20,000,000 Summit Public Shares and 5,750,000 Founder Shares outstanding and entitled to vote.
Q:
What constitutes a quorum at the Extraordinary General Meeting?
A:
A quorum shall be present at the Extraordinary General Meeting if one or more shareholders holding not less than one-third of the issued and outstanding Summit Shares present in person physically or by virtual attendance or represented by proxy and entitled to vote at the Extraordinary General Meeting. If a quorum is not present within half an hour from the time appointed for the Extraordinary General Meeting to commence or if during the meeting a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such other day, time and/or place as the directors of Summit may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Summit Shareholders present shall be a quorum.
As of the Record Date, 8,583,334 Summit Shares would be required to achieve a quorum.
 
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Q:
How many votes do I have at the Extraordinary General Meeting?
A:
Summit Shareholders are entitled to one vote at the Extraordinary General Meeting for each Summit Share held of record as of close of business on the Record Date.
Q:
How do holders of Summit’s Founder Shares intend to vote on the proposals?
A:
Holders of the Founder Shares beneficially own and are entitled to vote an aggregate of approximately 22.3% of the outstanding Summit Shares. These holders are required by certain agreements to vote their shares in favor of the Business Combination Proposal, the Merger Proposal and the Adjournment Proposal, if presented at the Extraordinary General Meeting.
Q:
What interests do Summit’s Directors and Officers have in the Business Combination?
A:
When considering the Summit Board’s recommendation to vote in favor of the Business Combination Proposal and the Merger Proposal, Summit Shareholders should keep in mind that Sponsor and Summit’s directors and officers have interests in such Proposals that are different from, or in addition to (and which may conflict with), those of Summit Shareholders and warrantholders generally.
These interests include, among other things, the interests listed below:

the fact that the Sponsor and Summit’s directors and officers have agreed to waive their redemption rights with respect to their Summit Class B Ordinary Shares in connection with the completion of the Business Combination;

the fact that the Sponsor and certain of Summit’s directors are anticipated to hold 3.46% of the equity interest and 3.46% of the voting power in YS Biopharma immediately after the Business Combination, assuming no redemptions by Summit Public Shareholders and there are no Dissenting Summit Shareholders (or 4.26% of the equity interest and 4.26% of the voting power in YS Biopharma immediately after the Business Combination, assuming 100% redemption by Summit Public Shareholders);

the fact that the Sponsor paid an aggregate of $25,000 for the 5,750,000 Founder Shares currently owned by the Sponsor, Summit’s independent directors and the Forward Purchase Investors and such securities will have a significantly higher value after the Business Combination. As of February 2, 2023, the most recent practicable date prior to the date of this proxy statement/prospectus, the aggregate market value of these shares, if unrestricted and freely tradable, would be $58,190,000, based upon a closing price of $10.12 per Summit Public Share on Nasdaq. The Founder Shares are expected to be worthless if the Business Combination or another business combination is not completed by the Final Redemption Date because the holders are not entitled to participate in any redemption or distribution of proceeds in the Trust Account with respect to such shares;

the fact that Sponsor paid $6,000,000 to purchase an aggregate of 6,000,000 Summit Private Warrants, each exercisable to purchase one Summit Class A Ordinary Share at $11.50, subject to adjustment, at a price of $1.00 per warrant, and those warrants would be worthless — and the entire $6,000,000 warrant investment would be lost — if the Business Combination or another business combination is not consummated by the Final Redemption Date. As of February 2, 2023, the most recent practicable date prior to the date of this proxy statement/prospectus, the aggregate market value of these Summit Private Warrants, if unrestricted and freely tradable, would be $1,664,400, based upon a closing price of $0.2774 per Summit Public Warrant on Nasdaq;

the fact that, given the differential in the purchase price that the Sponsor paid for the Founder Shares and the purchase price that the Sponsor paid for the Summit Private Warrants as compared to the price of the Summit Public Shares and Summit Public Warrants and the substantial number of YS Biopharma Ordinary Shares that the Sponsor and Summit’s directors will receive upon conversion of the Founder Shares and Summit Private Warrants, the Sponsor and these directors can earn a positive return on their investment, even if other Summit Shareholders have a negative return in their investment in YS Biopharma;

the fact that Sponsor and Summit’s directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if Summit fails to complete a business combination by the Final Redemption Date;
 
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the fact that the Business Combination Agreement provides for continued indemnification of Summit’s directors and officers and the continuation of Summit’s directors’ and officers’ liability insurance after the Business Combination (i.e., a “tail policy”);

the fact that Sponsor and Summit’s directors and officers and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Summit’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Summit fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Summit may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by the Final Redemption Date. That being said, the Sponsor and Summit’s directors and officers and their affiliates had not incurred any unpaid reimbursable expenses as of the date of this proxy statement/prospectus;

the fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

the fact that if the Trust Account is liquidated, including in the event Summit is unable to complete a business combination by the Final Redemption Date, the Sponsor has agreed to indemnify Summit to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Summit Public Share, or such lesser per Summit Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Summit has discussed entering into a transaction agreement or claims of any third party for services rendered or products sold to Summit (other than Summit’s independent registered public accounting firm), but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

the fact that the Summit Articles contain a waiver of the corporate opportunity doctrine. With such waiver, there could be business combination targets that may be suitable or worth consideration for a combination with Summit but not offered due to a Summit director’s duties to another entity. Summit does not believe that the potential conflict of interest relating to the waiver of the corporate opportunities doctrine in the Summit Articles impacted its search for an acquisition target and Summit was not prevented from reviewing any opportunities as a result of such waiver;

the fact that HK Yisheng, a subsidiary of YS Biopharma, entered into the Facility Agreement with, among other parties, R-Bridge Investment Three Pte. Ltd, as original lender, and R-Bridge Healthcare Fund L.P., as original agent. Mr. Wei Fu, the Honorary Chairman and Senior Advisor of Summit and one of the managers of the Sponsor, is the sole director of R-Bridge and one of the investment committee members of R-Bridge Fund. Pursuant to the Facility Agreement, (i) R-Bridge made available to YS Biopharma a term loan facility in an aggregate amount of $40,000,000, all of which was outstanding as of the date hereof; (ii) the facility and commitment under the Facility Agreement will be immediately cancelled and all of the outstanding loans, together with accrued interest and other amounts will become immediately due and payable if a listing, admission to trading, flotation or public offering of any shares of YS Biopharma (including upon or as a result of any direct or indirect merger, consolidation or takeover) has not occurred by October 31, 2023 or a later day as determined under the Facility Agreement; and (iii) consents from the lender(s) whose commitments aggregate more than 2/3 of the total amount then outstanding are required to approve certain transactions, including the Business Combination Agreement; and

the fact that Mr. Bo Tan, a current director of Summit, is expected to become a director of YS Biopharma and in such case would be compensated as a director of YS Biopharma.
For more information, see the section entitled “The Business Combination Proposal — Interests of Summit’s Directors, Officers and the Sponsor in the Business Combination.”
Q:
I am a Summit Shareholder. Do I have redemption rights?
A:
Yes. Pursuant to the Summit Articles, in connection with the completion of the Business Combination, Summit Public Shareholders may elect to have their Summit Public Shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Summit Articles. In this proxy
 
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statement/prospectus, these rights to demand redemption of the Summit Public Shares are sometimes referred to as “redemption rights.” For illustrative purposes, as of February 2, 2023, the Record Date, this redemption amount would have amounted to approximately $10.1 per share. There are currently no owed but unpaid income taxes on the funds in the Trust Account. However, the proceeds deposited in the Trust Account could become subject to the claims of Summit’s creditors, if any, which would have priority over the claims of Summit Shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. It is expected that the funds to be distributed to Summit Public Shareholders electing to redeem their Summit Public Shares shall be distributed promptly after the consummation of the Business Combination. If a Summit Public Shareholder exercises its redemption rights, then such holder shall be exchanging its Summit Public Shares for cash. Such a holder shall be entitled to receive cash for its Summit Public Shares only if it properly demands redemption and delivers its share certificates (if any) or shares (either physically or electronically) to Continental, Summit’s transfer agent, in the manner described in this proxy/registration statement, at least two business days prior to the vote at the Extraordinary General Meeting. A Summit Public Shareholder, together with any affiliate of such holder and any person with whom such holder is acting in concert or as a “group” ​(as defined under Section 13(d)(3) of the Exchange Act), may not seek to have more than 15% of the aggregate Summit Public Shares redeemed without the prior consent of Summit. Additionally, under the Summit Articles, in no event will Summit redeem Summit Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, such that Summit is not subject to the SEC’s “penny stock” rules. In accordance with the Business Combination Agreement, if the cash proceeds from the Trust Account, plus cash proceeds received under the Forward Purchase Agreements, plus any amount raised pursuant to permitted equity financings prior to the Closing (excluding any proceeds that will be invested by existing shareholders or creditors of YS Biopharma immediately prior to the First Merger Effective Time), minus the aggregate amount payable to Summit Public Shareholders exercising their redemption rights, in the aggregate equaling less than $30 million, the closing condition is not satisfied and therefore, the Business Combination may not be consummated. For the procedures to be followed if you wish to redeem your shares for cash, see the section entitled “Extraordinary General Meeting of Summit Shareholders — Redemption Rights.”
In addition, if a shareholder does not redeem its Summit Public Shares, but other shareholders do elect to redeem their respective Summit Public Shares, the non-redeeming shareholders would own shares with a higher implied value per share. As the percentage of redeeming Summit Public Shares increases (subject to a cap of 85%(1)), the Summit Class A Exchange Ratio increases. As the Summit Class A Exchange Ratio increases, the number of YS Biopharma Ordinary Shares issuable in exchange for non-redeeming Summit Public Shares will also increase. For informational purposes only, please see the table below for an illustration of the foregoing paragraph.
 
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Percentage of Redemption(1)
0.0%
25.0%
50.0%
75.0%
85.0%
90.0%
100.0%
Percentage of Summit Public Shares Not Redeemed
100% 75% 50% 25% 15% 10% 0%
Remaining Summit Public Shares
20,000,000 15,000,000 10,000,000 5,000,000 3,000,000 2,000,000 0
Assumed Price Per Summit Public Share at Closing of Business Combination ($)
10.00 10.00 10.00 10.00 10.00 10.00 10.00
Trust Account Size ($ in millions)
200 150 100 50 30 20 0
Additional YS Biopharma Ordinary Shares
Available to Non-Redeeming Summit Public
Shareholders
2,337,818 2,230,469 2,042,860 1,631,239 1,285,800 857,200 0
Summit Shares held by Forward Purchase Investors(2)
3,375,000 3,375,000 3,375,000 3,375,000 3,375,000 3,375,000 3,375,000
Additional YS Biopharma Ordinary Shares Available to Forward Purchase Investors(3)
394,507 501,856 689,465 1,101,086 1,446,525 1,446,525 1,446,525
Class A Exchange Ratio
1.1169 1.1487 1.2043 1.3262 1.4286 1.4286 1.4286
Implied Price Per YS Biopharma Ordinary Shares to be held by Non-Redeeming Summit Public Shareholders ($)(4)
8.95 8.71 8.30 7.54 7.00 7.00 7.00
Implied Price Per YS Biopharma Ordinary Shares to be held by Forward Purchase Investors ($)(4)
7.96 7.74 7.38 6.70 6.22 6.22 6.22
Implied Merger Consideration Per Summit Public Share ($)
11.17 11.49 12.04 13.26 14.29 14.29 14.29
(1)
The Business Combination Agreement includes a closing condition, which requires that the Available Closing Cash Amount shall be no less than $30,000,000. The Available Closing Cash Amount is calculated as the sum of: (i) the amount of cash proceeds from the Trust Account, plus (ii) the aggregate amount of cash that has been funded to, or that will be funded immediately prior to or concurrently with the Closing to Summit pursuant to the Forward Purchase Agreements, plus (iii) any amount raised pursuant to permitted equity financings prior to the Closing (excluding any proceeds that will be invested by existing shareholders or creditors of YS Biopharma immediately prior to the First Merger Effective Time), minus (iv) the aggregate amount payable to Summit Public Shareholders exercising their redemption rights. Accordingly, if no more than 85% of the total Summit Public Shares are redeemed, the Available Closing Cash Amount will be no less than $30,000,000, even if Summit and YS Biopharma do not receive any proceeds pursuant to the Forward Purchase Agreements or raise any other permitted equity financings prior to the Closing. However, even if the actual redemption percentage is higher than 85%, the Business Combination may still be consummated if (i) YS Biopharma waives the Available Closing Cash Amount as a closing condition, or (ii) the post-redemption cash proceeds in the Trust Account, when combined with proceeds received under the Forward Purchase Agreements and/or other permitted equity financings prior to the Closing, are no less than $30,000,000.
(2)
Represents (i) 3,000,000 Summit Class A Ordinary Shares to be issued to the Forward Purchase Investors pursuant to the Forward Purchase Agreements and (ii) 375,000 Summit Class B Ordinary Shares transferred by the Sponsor to the Forward Purchase Investors in connection with the execution of the Forward Purchase Agreements prior to the IPO.
(3)
If the percentage of redemption exceeds 85%, the additional YS Biopharma Ordinary Share available to the Forward Purchase Investors will be entirely contributed by the Sponsor by way of the surrender of 1,446,525 Summit Class B Ordinary Shares for nil consideration, effective immediately prior to the First Merger Effective Time.
(4)
The implied price per YS Biopharma Ordinary Share to be held by Forward Purchase Investors post consummation of the Business Combination takes into consideration of the 375,000 Summit Class B Ordinary Shares transferred by the Sponsor to the Forward Purchase Investors for nil cash consideration in connection with the execution of the Forward Purchase Agreements prior to the IPO. As a result, the implied price per YS Biopharma Ordinary Share to be held by Forward Purchase Investors is lower than the implied price per YS Biopharma Ordinary Share to be held by non-redeeming Summit Public Shareholders. For the avoidance of doubt, Summit Class A Ordinary Shares were issued at $10.00 per share to both the Forward Purchase Investor and the Summit Public Shareholder.
For illustrative purposes only, assuming a price of $10.00 per Summit Public Share at the Closing, non-redeeming shareholders would receive, in exchange for each Summit Public Share held, YS Biopharma Ordinary Shares with a value equating to between $11.17 (assuming no redemption) and $14.29 (assuming 85% or higher redemption).
 
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Q:
Will how I vote affect my ability to exercise redemption rights?
A:
No. A Summit Public Shareholder may exercise redemption rights regardless of whether he, she or it votes, “FOR” or “AGAINST” the Business Combination Proposal, the Merger Proposal or the Adjournment Proposal or does not vote on such proposals at all. As a result, the Business Combination Agreement can be approved by shareholders who shall redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer shareholders and the potential inability to meet the Nasdaq listing standards.
Q:
How do I exercise my redemption rights?
A:
If you are a Summit Public Shareholder and wish to exercise your right to have your Summit Public Shares redeemed, you must:

submit a written request to Continental, Summit’s transfer agent, in which you (i) request that Summit redeem all or a portion of your Summit Public Shares for cash, and (ii) identify yourself as the beneficial holder of the Summit Public Shares and provide your legal name, phone number and address; and

either tender your share certificates (if any) to Continental, Summit’s transfer agent, or deliver your Summit Public Shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System.
Holders of Summit Public Shares must complete the procedures for electing to redeem their Summit Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on February 27, 2023, two business days prior to the vote at the Extraordinary General Meeting in order for their Summit Public Shares to be redeemed.
The address of Continental, Summit’s transfer agent, is listed under the question “Who can help answer my questions?” below.
There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker a nominal amount and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Business Combination is not consummated this may result in an additional cost to shareholders for the return of their shares.
If you hold the Summit Public Shares in “street name,” you will have to coordinate with your broker or bank to have the Summit Public Shares you beneficially own certificated and delivered electronically.
Holders of Units must elect to separate the Units into the underlying Summit Public Shares and Summit Public Warrants prior to exercising redemption rights with respect to the Summit Public Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying Summit Public Shares and Summit Public Warrants, or if a holder holds Units registered in its own name, the holder must contact Continental, Summit’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its Summit Public Shares.
If the Business Combination is not consummated, the Summit Public Shares will not be redeemed and instead will be returned to the respective holder, broker or bank. In such case, Summit Shareholders may only share in the assets of the Trust Account upon the liquidation of Summit. This may result in Summit Shareholders receiving less than they would have received if the Business Combination was completed and they had exercised redemption rights in connection therewith due to potential claims of creditors.
If a Summit Public Shareholder satisfies the requirements for exercising redemption rights with respect to all or a portion of the Summit Public Shares he, she or it holds and the Business Combination is consummated, Summit will redeem such Summit Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the amount on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds
 
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held in the Trust Account and not previously released to Summit (less taxes payable and up to $100,000 of interest to pay dissolution expenses). For illustrative purposes, as of February 2, 2023, the Record Date, this would have amounted to approximately $10.1 per issued and outstanding Summit Public Share. There are currently no owed but unpaid income taxes on the funds in the Trust Account. However, the proceeds deposited in the Trust Account could become subject to the claims of Summit’s creditors, if any, which would have priority over the claims of Summit Shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. It is expected that the funds to be distributed to Summit Public Shareholders electing to redeem their Summit Public Shares shall be distributed promptly after the consummation of the Business Combination.
Any request for redemption, once made by a Summit Public Shareholder, may be withdrawn at any time until the deadline for exercising redemption requests. After this time, a request for redemption may not be withdrawn unless the Summit Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part). Such a request must be made by contacting Continental, Summit’s transfer agent, at the phone number or address listed under the question “Who can help answer my questions?” below.
No request for redemption shall be honored unless the holder’s share certificates (if any) or shares have been delivered (either physically or electronically) to Continental, Summit’s transfer agent, in the manner described above, at least two business days prior to the vote at the Extraordinary General Meeting.
If you exercise your redemption rights, then you shall be exchanging your Summit Public Shares for cash and shall not be entitled to receive any YS Biopharma Ordinary Shares in respect of such redeemed shares upon consummation of the Business Combination.
If you are a holder of Summit Public Shares and you exercise your redemption rights, such exercise shall not result in the loss of any Summit Warrants that you may hold. Assuming 100% redemption, the Summit Warrants owned by such redeeming Summit Public Shareholders will be worth approximately $2.8 million in the aggregate based on the closing price of Summit Warrants on the Record Date of $0.2774.
The closing price of Summit Public Shares on the Record Date was $10.12. The cash held in the Trust Account on such date was approximately $202 million (approximately $10.1 per Summit Public Share). Prior to exercising redemption rights, Summit Public Shareholders should verify the market price of Summit Public Shares as they may receive higher proceeds from the sale of their Summit Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Summit cannot assure its shareholders that they shall be able to sell their Summit Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares
For the procedures to be followed if you wish to redeem your shares for cash, see the section entitled “Extraordinary General Meeting of Summit Shareholders — Redemption Rights.”
Q:
If I am a holder of Summit Warrants, can I exercise redemption rights with respect to my warrants?
A:
No. The holders of Summit Warrants have no redemption rights with respect to such securities.
Q:
How do the Summit Public Warrants differ from the Summit Private Warrants, and what are the related risks for any holder of Summit Public Warrants post-Business Combination?
A:
The Summit Private Warrants (including the Summit Class A Ordinary Shares issuable upon exercise of the Summit Private Warrants) are not transferable, assignable or salable until 30 days after the completion of the Business Combination (except, among other limited exceptions, to Summit’s officers and directors and other persons or entities affiliated with the Sponsor), and they will not be redeemable (except as described in the section entitled “Description of YS Biopharma Securities — Warrants”) so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, have the option to exercise the Summit Private Warrants for cash or on a “cashless” basis. Otherwise, the Summit Private Warrants have terms and provisions that are identical to those of the Summit Public Warrants,
 
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including as to exercise price, exercisability and exercise period. If the Summit Private Warrants are held by holders other than the Sponsor or its permitted transferees, the Summit Private Warrants will be redeemable by Summit (or YS Biopharma after the consummation of the Business Combination) in all redemption scenarios and exercisable by the holders on the same basis as the Summit Public Warrants.
Upon the consummation of the Business Combination, each Summit Warrant outstanding immediately prior will cease to be a warrant with respect to Summit Public Shares and be assumed by YS Biopharma and converted into a YS Biopharma Warrant entitling the holder thereof to purchase such number of YS Biopharma Ordinary Share on a one-on-one basis. Each YS Biopharma Warrant will otherwise continue to have and be subject to substantially the same terms and conditions as were applicable to such Summit Warrant immediately prior to the consummation of the Business Combination (including any repurchase rights and cashless exercise provisions).
Following the Business Combination, YS Biopharma may redeem public YS Biopharma Warrants prior to their exercise at a time that is disadvantageous to the holders of such YS Biopharma Warrants, thereby making such warrants worthless. More specifically:

YS Biopharma will have the ability to redeem outstanding YS Biopharma Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of YS Biopharma Ordinary Shares equals or exceeds $18.00 per share (as adjusted for capitalization, share dividends, split-up and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met.

YS Biopharma will also have the ability to redeem outstanding YS Biopharma Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that the last reported sales price of YS Biopharma Ordinary Shares equals or exceeds $10.00 per share (as adjusted for capitalization, share dividends, split-up and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met, including that holders of the YS Biopharma Warrants will be able to exercise their YS Biopharma Warrants prior to redemption for a number of YS Biopharma Ordinary Shares determined based on the redemption date and the fair market value of the YS Biopharma Ordinary Shares. Please see the section entitled “Description of YS Biopharma Securities — Warrants.” The value received upon exercise of the YS Biopharma Warrants (1) may be less than the value the holders would have received if they had exercised their YS Biopharma Warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the YS Biopharma Warrants, including because the number of YS Biopharma Ordinary Shares received is capped at 0.361 YS Biopharma Ordinary Shares per warrant (subject to adjustment) irrespective of the remaining life of the YS Biopharma Warrants.
In each case, YS Biopharma may only call the YS Biopharma Warrants for redemption upon a minimum of 30 days’ prior notice of redemption.
Redemption of the outstanding YS Biopharma Warrants could force holders of the YS Biopharma Warrants to (a) exercise YS Biopharma Warrants and pay the exercise price therefor at a time when it may be disadvantageous for such holders to do so, (b) sell YS Biopharma Warrants at the then-current market price when they might otherwise wish to hold their YS Biopharma Warrants or (c) accept the nominal redemption price which, at the time the outstanding YS Biopharma Warrants are called for redemption, is likely to be substantially less than the market value of the YS Biopharma Warrants.
Q:
If I am a holder of Units, can I exercise redemption rights with respect to my Units?
A:
Not without first separating the Units. Holders of outstanding Units must separate the Units into the underlying Summit Public Shares and Summit Public Warrants prior to exercising redemption rights with respect to Summit Public Shares.
If a broker, bank, or other nominee holds your Units, you must instruct such broker, bank or nominee to separate your Units. Your nominee must send written instructions by facsimile to Continental, Summit’s
 
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transfer agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using The Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System, a withdrawal of the relevant Units and a deposit of the number of Summit Public Shares and Summit Public Warrants represented by such Units. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Summit Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your shares to be separated in a timely manner, you shall likely not be able to exercise your redemption rights.
If you hold Units registered in your own name, you must deliver the certificate for such Units to Continental, Summit’s transfer agent, with written instructions to separate such Units into Summit Public Shares and Summit Public Warrants. This must be completed far enough in advance to permit the mailing of the share certificates back to you so that you may then exercise your redemption rights upon the separation of the Summit Public Shares from the Units. See “How do I exercise my redemption rights?” above. The address of Continental is listed under the question “Who can help answer my questions?” below.
Q:
What happens if a substantial number of Summit Shareholders vote in favor of the Business Combination Proposal and the Merger Proposal and exercise their redemption rights?
A:
Summit Public Shareholders may vote in favor of the Business Combination Proposal and the Merger Proposal and exercise their redemption rights, although they are not required to vote in any way to exercise such redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Summit Shareholders are substantially reduced as a result of redemption by Summit Public Shareholders.
The Summit Articles provide that in no event will Summit redeem Summit Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, such that Summit is not subject to the SEC’s “penny stock” rules. In the event of significant redemptions, with fewer shares and Summit Shareholders, the trading market for YS Biopharma Ordinary Shares may be less liquid than the market for Summit Public Shares was prior to the Business Combination. In addition, in the event of significant redemptions, YS Biopharma may not be able to meet the Nasdaq listing standards. It is a condition to consummation of the Business Combination in the Business Combination Agreement that the YS Biopharma Ordinary Shares to be issued in connection with the Business Combination shall have been approved for listing on Nasdaq, subject only to official notice of issuance thereof. YS Biopharma and Summit have certain obligations in the Business Combination Agreement to use reasonable best efforts in connection with the Business Combination, including with respect to satisfying this Nasdaq listing condition.
In addition, consummation of the transactions contemplated by the Business Combination Agreement is subject to the condition that (i) the amount of cash proceeds from the Trust Account, plus (ii) the aggregate amount of cash that has been funded to, or that will be funded immediately prior to or concurrently with the Closing to Summit pursuant to the Forward Purchase Agreements, plus (iii) any amount raised pursuant to permitted equity financings prior to the Closing (excluding any proceeds that will be invested by existing shareholders or creditors of YS Biopharma immediately prior to the First Merger Effective Time), minus (iv) the aggregate amount payable to Summit Public Shareholders exercising their redemption rights, in the aggregate equaling no less than $30 million.
Q:
Do I have appraisal or dissent rights if I object to the proposed Business Combination?
A:
Holders of record of Summit Shares may have appraisal rights in connection with the Business Combination under the Cayman Islands Companies Act. In this proxy statement/prospectus, these appraisal or dissent rights are sometimes referred to as “Dissent Rights.” Holders of record of Summit Shares wishing to exercise such Dissent Rights and make a demand for payment of the fair value for his, her or its Summit Shares must give written objection to the First Merger to Summit prior to the shareholder vote at the Extraordinary General Meeting to approve the First Merger and follow the procedures set out in Section 238 of the Cayman Islands Companies Act, noting that any such dissenter
 
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rights may subsequently be lost and extinguished pursuant to Section 239 of the Cayman Islands Companies Act which states that no such dissenter rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent provided that the merger consideration constitutes inter alia shares of any company which at the effective date of the merger are listed on a national securities exchange. The Business Combination Agreement provides that, if any Summit shareholder exercises Dissent Rights then, unless Summit and YS Biopharma elect by agreement in writing otherwise, the First Merger shall not be consummated before the expiry date of the period allowed for written notice of an election to dissent in order to invoke the exemption under Section 239 of the Cayman Islands Companies Act. Summit believes that such fair value would equal the amount that Summit Shareholders would obtain if they exercised their redemption rights as described herein. A Summit Shareholder which elects to exercise Dissent Rights must do so in respect of all of the Summit Shares that person holds and will lose their right to exercise their redemption rights as described herein. See the section entitled “Extraordinary General Meeting of Summit Shareholders — Appraisal Rights under the Cayman Islands Companies Act.”
Summit Shareholders are recommended to seek their own advice as soon as possible on the application and procedure to be followed in respect of the appraisal rights under the Cayman Islands Companies Act.
Q:
Can I exercise redemption rights and appraisal or dissenters’ rights under the Cayman Islands Companies Act?
A:
No. Any Summit Public Shareholder who elects to exercise Dissent Rights (which dissent rights are discussed in the section titled “Do I have appraisal or dissent rights if I object to the proposed Business Combination?”) will lose their right to have their Summit Public Shares redeemed in accordance with the Summit Articles. The certainty provided by the redemption process may be preferable for Summit Public Shareholders wishing to exchange their Summit Public Shares for cash. This is because Dissent Rights may be lost or extinguished, including where Summit and the other parties to the Business Combination Agreement determine to delay the consummation of the Business Combination in order to invoke the limitation on dissenter rights under Section 239 of the Cayman Islands Companies Act, in which case any Summit Public Shareholder who has sought to exercise Dissent Rights would only be entitled to receive the merger consideration comprising the number of newly issued YS Biopharma Ordinary Shares equal to the Class A Exchange Ratio for each of their Summit Public Shares.
Q:
I am a Summit warrantholder. Why am I receiving this proxy statement/prospectus?
A:
As a holder of Summit Warrants, which shall, as a result of the Business Combination, become YS Biopharma Warrants, you shall be entitled to purchase such number of YS Biopharma Ordinary Share equal to the Class A Exchange Ratio in lieu of one Summit Public Share at a purchase price of $11.50 upon consummation of the Business Combination. This proxy statement/prospectus includes important information about YS Biopharma and the business of YS Biopharma and its subsidiaries following consummation of the Business Combination. Since holders of Summit Warrants shall become holders of YS Biopharma Warrants and may become holders of YS Biopharma Ordinary Shares upon consummation of the Business Combination, we urge you to read the information contained in this proxy statement/prospectus carefully.
Q:
What happens to the funds deposited in the Trust Account after consummation of the Business Combination?
A:
As of September 30, 2022, Summit had investments held in the Trust Account of $201,200,243. After consummation of the Business Combination, the funds in the Trust Account shall be released to Merger Sub (as the surviving entity in the Merger) and used by Merger Sub to pay Summit Public Shareholders who exercise redemption rights and to pay fees and expenses incurred in connection with the Business Combination with YS Biopharma. Any remaining cash will be used for working capital and general corporate purposes.
Q:
What happens if the Business Combination is not consummated?
A:
If Summit does not complete the Business Combination with YS Biopharma (or another initial business
 
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combination) by the Final Redemption Date, Summit must redeem 100% of the outstanding Summit Public Shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses) divided by the number of outstanding Summit Public Shares.
Q:
When do you expect the Business Combination to be completed?
A:
It is currently expected that the Business Combination will be consummated in the first quarter of 2023, promptly following the satisfaction, or waiver, of the conditions precedent to Closing set forth in the Business Combination Agreement, including the approval of the Business Combination Proposal and the Merger Proposal by the holders of Summit Shares. For a description of the conditions for the completion of the Business Combination, see the section entitled “The Business Combination Agreement — Conditions Precedent to Consummate the Business Combination.”
Q:
What else do I need to do now?
A:
Summit urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the Annexes, and to consider how the Business Combination shall affect you as a shareholder and/or warrantholder of Summit. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.
Q:
When and where will the Extraordinary General Meeting take place?
A:
The Extraordinary General Meeting will be held on March 1, 2023, at 9:00 a.m., Eastern Time, at 35th Floor, Two Exchange Square, 8 Connaught Place Central, Hong Kong and virtually over the Internet by means of a live audio webcast. You may attend the Extraordinary General Meeting webcast by accessing the web portal located at
https://www.cstproxy.com/summithealthcarespac/2023 and following the instructions set forth below. In order to maintain the interactive nature of the Extraordinary General Meeting, virtual attendees who have registered for the meeting and entered a valid control number will be able to:

vote via the web portal during the Extraordinary General Meeting webcast; and

submit questions to the chairman during the Extraordinary General Meeting.
Shareholders who have registered for the meeting and entered a valid control number may submit questions to the chairman during the meeting through the Extraordinary General Meeting webcast by typing in the “Submit a question” box.
A separate conference line to allow participants to communicate with each other during the Extraordinary General Meeting will also be made available.
Q:
How do I attend the Extraordinary General Meeting?
A:
Due to health concerns stemming from the COVID-19 pandemic and to support the health and well-being of Summit Shareholders, you are encouraged to attend the Extraordinary General Meeting virtually. To register for and attend the Extraordinary General Meeting virtually, please follow these instructions as applicable to the nature of your ownership of Summit Shares:

Shares Held of Record. If you are a record holder, and you wish to attend the Extraordinary General Meeting virtually, go to https://www.cstproxy.com/summithealthcarespac/2023, enter the control number you received on your proxy card or notice of the meeting and click on the “Click here to register for the online meeting” link at the top of the page. Immediately prior to the start of the Extraordinary General Meeting, you will need to log back into the meeting site using your control number.

Shares Held in Street Name. If you hold your Summit Shares in “street name”, which means your shares are held of record by a broker, bank or nominee, and you wish to attend the Extraordinary General Meeting virtually, you must obtain a legal proxy from the shareholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than
 
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48 hours prior to the Extraordinary General Meeting. Holders should contact their broker, bank or nominee for instructions regarding obtaining a proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the Extraordinary General Meeting. You will receive an e-mail prior to the meeting with a link and instructions for entering the Extraordinary General Meeting. “Street name” holders should contact Continental no later than 9:00 a.m., Eastern Time, on February 26, 2023.
Shareholders will also have the option to listen to the Extraordinary General Meeting by telephone by calling:

Within the United States and Canada: +1 800-450-7155 (toll-free)

Outside of the United States and Canada: +1 857-999-9155 (standard rates apply)
Conference ID: 0968107# and follow the instructions (have your proxy card available when you call). You will not be able to vote or submit questions unless you register for and log in to the Extraordinary General Meeting webcast as described above.
Q:
How do I vote?
A:
If you are a holder of record of Summit Shares at close of business on the Record Date, you may vote electronically at the Extraordinary General Meeting by navigating to
https://www.cstproxy.com/summithealthcarespac/2023 and entering the control number on your proxy card or by submitting a proxy for the Extraordinary General Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope so as to be received by Summit no later than at 9:00 a.m. Eastern Time, on February 27, 2023, being 48 hours before the time appointed for the holding of the Extraordinary General Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting). If you hold your Summit Shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote remotely, obtain a legal proxy from your broker, bank or nominee and a control number from Continental, available once you have received your proxy by emailing proxy@continentalstock.com.
Q:
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A:
No. As disclosed in this proxy statement/prospectus, your broker, bank or nominee cannot vote your shares on the Business Combination Proposal, the Merger Proposal or the Adjournment Proposal unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. If you are a Summit Shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Merger Proposal or the Adjournment Proposal. Such abstentions and broker non-votes will have no effect on the vote count for any of the Proposals.
Q:
May I change my vote after I have mailed my signed proxy card?
A:
Yes. If you are a holder of record of Summit Shares and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

you may send another signed proxy card to Continental, Summit’s transfer agent, at the address set forth under the question “Who can help answer my questions?” below so that it is received no later than 48 hours before the time appointed for the holding of the Extraordinary General Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting);

you may notify the Summit Board in writing, prior to the vote at the Extraordinary General Meeting, that you have revoked your proxy; or
 
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you may attend the Extraordinary General Meeting virtually over the Internet by joining the live audio webcast and vote electronically through the web portal during the Extraordinary General Meeting, although your attendance alone will not revoke any proxy that you have previously given.
If you hold your Summit Shares in “street name,” you may submit new instructions on how to vote your shares by contacting your broker, bank or nominee.
Q:
What happens if I fail to take any action with respect to the Extraordinary General Meeting?
A:
If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is approved by shareholders and consummated, you shall become a shareholder and/or warrantholder of YS Biopharma. If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is not approved, you shall continue to be a shareholder and/or warrantholder of Summit.
Q:
What should I do if I receive more than one set of voting materials?
A:
Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your Summit Shares in more than one brokerage account, you shall receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you shall receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Summit Shares.
Q:
What happens if I sell my Summit Shares before the Extraordinary General Meeting?
A:
The Record Date for the Extraordinary General Meeting is earlier than the date of the Extraordinary General Meeting and earlier than the date the Business Combination is expected to be completed. If you transfer your Summit Shares after the applicable Record Date, but before the Extraordinary General Meeting date, unless you grant a proxy to the transferee, you shall retain your right to vote at the Extraordinary General Meeting.
Q:
Who will solicit and pay the cost of soliciting proxies for the Extraordinary General Meeting?
A:
Summit will pay the cost of soliciting proxies for the Extraordinary General Meeting. Summit has engaged Advantage Proxy, Inc. (“Advantage”) to assist in the solicitation of proxies for the Extraordinary General Meeting. Summit has agreed to pay Advantage a fixed fee of $10,000, to reimburse Advantage for certain out-of-pocket expenses incurred on Summit’s behalf, and to indemnify Advantage against certain losses, claims and liabilities arising from such engagement. Summit will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Summit Public Shares for their expenses in forwarding soliciting materials to beneficial owners of Summit Public Shares and in obtaining voting instructions from those owners. Summit’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q:
Where can I find the voting results of the Extraordinary General Meeting?
A:
The preliminary voting results will be announced at the Extraordinary General Meeting. Summit will publish final voting results of the Extraordinary General Meeting in a Current Report on Form 8-K within four business days after the Extraordinary General Meeting.
Q:
Who can help answer my questions?
A:
If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact Summit’s proxy solicitor as follows:
Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
 
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Attn: Karen Smith
Toll Free Telephone: (877) 870-8565
Collect Telephone: (206) 870-8565
E-mail: ksmith@advantageproxy.com
To obtain timely delivery, shareholders must request the materials no later than February 22, 2023, or five business days prior to the Extraordinary General Meeting.
You may also obtain additional information about Summit from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”
If you are a Summit Public Shareholder and you intend to seek redemption of your Summit Public Shares, you shall need to either tender your share certificates (if any) to Continental, Summit’s transfer agent, at the address below or deliver your Summit Public Shares to the transfer agent electronically using The Depository Trust Company’s DWAC System, in each case at least two business days prior to the vote at the Extraordinary General Meeting. If you have questions regarding the certification of your position or delivery of your shares for redemption, please contact Summit’s transfer agent as follows:
Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, NY 10004-1561
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Extraordinary General Meeting, including the Business Combination, you should read this entire document carefully, including the Business Combination Agreement attached as Annex A to this proxy statement/prospectus, to fully understand the Business Combination Agreement, the Business Combination and the other matters being considered at the Extraordinary General Meeting of Summit. For additional information, see “Where You Can Find More Information” beginning on page 387. Each item in this summary refers to the page of this proxy statement/prospectus on which that subject is discussed in more detail.
The Parties to the Business Combination (page 220)
YS Group
YS Group is a global biopharmaceutical company dedicated to discovering, developing, manufacturing and commercializing new generations of vaccines and therapeutic biologics for infectious diseases and cancer. YS Group commercializes vaccines with significant revenue and growth potential. YS Group takes pride in its marketed vaccine product, YSJA rabies vaccine, which was the first aluminum-free lyophilized rabies vaccine launched in China. Since YS Group launched its production at its current GMP-compliant facilities in February 2020 and as of September 30, 2022, YS Group had sold more than 16 million doses of YSJA rabies vaccines to approximately 1,625 county-level CDCs in China. YS Group has also developed its proprietary PIKA immunomodulating technology platform, empowering a robust pipelines of innovative vaccines and therapeutic biologics. As of September 30, 2022, YS Group had four product candidates at various clinical trial stages, including PIKA rabies vaccine, PIKA recombinant COVID-19 vaccine, PIKA YS-ON-001 and PIKA YS-HBV-001, and four preclinical stage product candidates, targeting HBV, influenza, rabies and cancer with significant unmet medical needs. In addition, YS Group is working on a series of therapeutic targets and products at the discovery stage.
YS Biopharma was incorporated under the laws of Cayman Islands as an exempted company with limited liability in November 2020. The history of YS Group can be traced back to 2002 when Mr. Yi Zhang, its founder and controlling shareholder started the vaccine business in the PRC, and has expanded its international business operation in the United States and Singapore since 2009.
The following diagram illustrates the corporate structure of YS Group as of the date of this proxy statement/prospectus.
[MISSING IMAGE: tm2226545d7-fc_corporatebw.jpg]
(1) (i) Yi Zhang and the entities controlled by Yi Zhang, including An Diang Group Holdings Limited, YXRT Company Limited and All Brilliance Investments Limited; (ii) Rui Mi and the entities controlled by Rui Mi, including Honeydrew Flower Field Ltd., ZM Home Limited and Hopeful World Company Limited; (iii) Xu Zhang and the entities controlled by Xu Zhang, including Apex Pride Global Limited, Prosperous Sunrise Company Limited and Much Galaxy Company Limited; and (iv) Nan Zhang and the entities controlled by Nan Zhang, including Spring Nanmu Islands Ltd., NNZF Company Limited and Acton Town International Limited (the “Concert Parties”) entered into a concert party agreement (the “Concert Party Agreement”), pursuant to which, the concert parties agree and acknowledge that they have voted since commencement of YS Group’s business, and will continue to vote, themselves or through any entity directly or indirectly controlled by them that own YS Biopharma’s equity interest, unanimously for any resolutions proposed at the
 
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board meetings and/or shareholders meeting of YS Biopharma, where applicable. According to the Concert Party Agreement, if the Concert Parties are unable to reach unanimous consensus, Yi Zhang is entitled to determine how to vote for and on behalf of himself and the Concert Parties. The Concert Agreement will continue after the Business Combination and shall remain effective unless otherwise terminated by mutual consent of the Concert Parties.
The following graph illustrates the corporate structure of YS Group after completion of the Business Combination.
[MISSING IMAGE: tm2226545d7-fc_combniatbw.jpg]
(1) See the section entitled “Questions and Answers about the Proposals — Q: What shall be the relative equity stakes of Summit Shareholders, YS Biopharma shareholders immediately after the consummation of the Business Combination?” for details of the pro forma equity interests of shareholders after the completion of the Business Combination.
The mailing address of YS Biopharma’s principal executive office is Building No. 2, 38 Yongda Road Daxing Biomedical Industry Park, Daxing District, Beijing, PRC, and its phone number is +86-10-89202086. YS Biopharma’s corporate website address is https://www.yishengbio.com. YS Biopharma’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus. After the consummation of the Business Combination, YS Biopharma will become the public company.
Summit
Summit is a blank check company incorporated on December 22, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Summit’s objective was to identify and acquire targets in the healthcare industry in Asia, with a focus on pharmaceuticals, medtech and diagnostics, though Summit reserved the right to pursue an acquisition opportunity in any business or industry.
Summit consummated the IPO on June 11, 2021. Summit’s Units, Summit Public Shares and Summit Public Warrants are each traded on Nasdaq under the symbols “SMIHU,” “SMIH” and “SMIHW” respectively.
Summit’s registered office is located at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, and its telephone number is +852 2115 7212.
Merger Sub I
Oceanview Bioscience Acquisition Co., Ltd. (“Merger Sub I”), an exempted company limited by shares incorporated under the laws of the Cayman Islands, is a direct wholly owned subsidiary of YS Biopharma. Merger Sub I was formed solely for the purpose of effecting the Business Combination and has not carried on any activities other than those in connection with the Business Combination. The address and telephone number for Merger Sub I’s principal executive offices are the same as those for YS Biopharma.
 
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Merger Sub II
Hudson Biomedical Group Co., Ltd. (“Merger Sub II”), an exempted company limited by shares incorporated under the laws of the Cayman Islands, is a direct wholly owned subsidiary of YS Biopharma. Merger Sub II was formed solely for the purpose of effecting the Business Combination and has not carried on any activities other than those in connection with the Business Combination. The address and telephone number for Merger Sub II’s principal executive offices are the same as those for YS Biopharma.
The Business Combination Proposal (page 159)
On September 29, 2022, Summit, YS Biopharma, Merger Sub I, and Merger Sub II entered into the Business Combination Agreement, which 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 “Business Combination”), 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. As a result of and upon consummation of the Business Combination, the shareholders of Summit will become shareholders of YS Biopharma, and YS Biopharma will become a public company with its ordinary shares and warrants listed on the Nasdaq. Capitalized terms in this summary of the Business Combination Proposal not otherwise defined in this proxy statement/prospectus shall have the meanings ascribed to them in the Business Combination Agreement.
Prior to the First Merger Effective Time, YS Biopharma will be renamed as YS Biopharma Co., Ltd..
YS Biopharma Capital Restructuring
Subject to, and in accordance with the terms and subject to the conditions set forth in the Business Combination Agreement, immediately prior to the First Merger Effective Time, (i) each YS Biopharma Preferred Shares will be converted into one YS Biopharma Ordinary Shares; (ii) each four of the shares and options of YS Biopharma will be consolidated into one share and one option of YS Biopharma, respectively, subject to rounding up to the nearest whole number of shares; and (iii) the third 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.”
The Mergers
The First Merger
At the First Merger Effective Time, (i) Merger Sub I shall merge with and into Summit, following which the separate corporate existence of Merger Sub I shall cease and Summit shall continue as the Surviving Entity after the First Merger and become a direct, wholly-owned subsidiary of YS Biopharma; (ii) all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub I and Summit shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving Entity, which shall include 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; (iii) the memorandum and articles of association of Merger Sub I, as in effect immediately prior to the First Merger Effective Time, shall be the memorandum and articles of association of the Surviving Entity; (iv) the directors and officers of Summit immediately prior to the First Merger Effective Time shall resign and the sole director and officers of Merger Sub I immediately prior to the First Merger Effective Time shall be the sole director and officers of the Surviving Entity, each to hold office in accordance with the memorandum and articles of association of the Surviving Entity; and (v) (a) Mr. Bo Tan (or in the event such person is unable or unwilling to serve as a director, another individual who was a director of Summit prior to the Closing designated by Summit in writing at least two Business Days before the First Merger Effective Time, subject to such person passing customary background checks by YS Biopharma) and (b) one additional director as nominated by YS Biopharma shall be appointed as directors on the board of directors of YS Biopharma, in addition to the then existing directors of YS Biopharma, effective as of the First Merger Effective Time, and each of such newly
 
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appointed directors shall hold office in accordance with the Amended YS Biopharma Articles until he is removed or resign in accordance with the Amended YS Biopharma Articles or until his successor is duly elected or appointed and qualified. Ms. Rui Lin and Mr. Zhi Chen shall resign as directors of YS Biopharma, effective immediately prior to the First Merger Effective Time.
The Second Merger
At the Second Merger Effective Time, (i) the Surviving Entity shall merge with and into Merger Sub II, following which the separate corporate existence of the Surviving Entity shall cease and Merger Sub II shall continue as the Surviving Company after the Second Merger and as a direct, wholly-owned subsidiary of YS Biopharma; (ii) all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving Entity and Merger Sub II shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving Company, which shall include 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; (iii) the memorandum and articles of association of Merger Sub II, as in effect immediately prior to the Second Merger Effective Time, shall be the memorandum and articles of association of the Surviving Company, until thereafter changed or amended as provided therein or by applicable law; and (iv) the sole director and officers of Merger Sub II immediately prior to the Second Merger Effective Time shall be the sole director and officers of the Surviving Company, each to hold office in accordance with the memorandum and articles of association of the Surviving Company.
For more information about the Merger Proposal, see the sections titled “The Business Combination Agreement — The First Merger”, “The Business Combination Agreement — The Second Merger” and “The Merger Proposal.”
Conditions Precedent to Consummate the Business Combination
In addition to the approval of the Business Combination Proposal and the Merger Proposal, unless waived by the parties to the Business Combination Agreement, the closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement. For more information about the closing conditions to the Business Combination, see the section titled “The Business Combination Agreement — Conditions Precedent to Consummate the Business Combination.”
Related Agreements
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 shares of YS Biopharma and Summit currently owned by the Supporting Shareholders. The Shareholder Support Agreement provides that, among other things, (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, (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 Supporting Shareholders will consent to the termination of certain registration and shareholder rights agreements with the Company (with certain exceptions), effective at the First Merger Effective Time, (iv) YS Biopharma and the YSB Shareholders will agree to amend the Shareholders Agreement (as defined in the Business Combination Agreement) , effective at the First Merger Effective Time, and (v) the Sponsor will surrender 1,446,525 Summit Class B Ordinary 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.
 
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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.
Forward Purchase Agreements
Prior to Summit’s IPO, 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 (i) the transfer of an aggregate of 375,000 Founder Shares from the Sponsor to the Forward Purchase Investors for nil cash consideration prior to the IPO and (ii) the purchase by the Forward Purchase Investors of an aggregate of 3,000,000 Summit Class A Ordinary Shares, plus an aggregate of 750,000 redeemable warrants to purchase Summit Class A Ordinary 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 Ordinary 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 Summit Board obtained a fairness opinion from ValueScope which stated that the consideration being paid in the Business Combination was fair, from a financial point of view, to Summit Shareholders as a group (as opposed to only the shareholders unaffiliated with the Sponsor or its affiliates). For more information about the Opinion of Summit’s Financial Advisor, see the section entitled “The Business Combination Proposal — Summary of Valuation Analysis and Opinion of Financial Advisor to the Summit Board” in this proxy statement/prospectus.
The Summit Board’s Reasons for the Approval of the Business Combination
Summit was formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. As described above, the Summit Board sought to do so by using the networks and industry experience of both the Sponsor, the Summit Board, and Summit management to identify and acquire one or more businesses.
In evaluating the transaction with YS Biopharma, the Summit Board consulted with Cooley, its legal counsel, ValueScope, its independent financial advisor, and Ogier, its legal counsel as to Cayman Islands law, and considered a number of factors. In particular, the Summit Board considered, among other things, the following factors, although not weighted or in any order of significance:

YS Group’s marketed rabies vaccine with track record of commercialization and significant revenue potential.   YS Group is a biopharmaceutical company with innovative technology and a revenue-generating marketed product with robust growth potential. Its YSJA™ rabies vaccine is the first aluminum-free lyophilized rabies vaccine launched in China, according to the F&S Report, and approximately 97 million doses have been administered to patients for post-exposure protection against rabies. YSJA™ rabies vaccine has demonstrated critical advantages in product characteristics and manufacturing, which makes it attractive for commercialization. As an early entrant in the rabies vaccine industry with a marketed product and an established distribution network, the Summit Board believes that YS Group is well-positioned to capture the fast-growing and vast market in China, which fits Summit’s business combination criteria as a target in the healthcare and pharmaceutical industry with a strong China nexus to benefit from the growing consumption power of Chinese patients and greater affordability driven by innovation.
 
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YS Group’s next-generation product candidate, PIKA rabies vaccine with accelerated regimen and broad protection against multiple virus strains leads to potentially elevated standard of care and favorable and promising market outlook.   YS Group is developing its next-generation product candidate, PIKA rabies vaccine featuring accelerated regimen and broad protection against multiple virus strains. PIKA rabies vaccine is a clinical-stage product candidate. The clinical studies to date have shown that PIKA rabies vaccine can be used under an accelerated regimen, which achieves protective level of neutralizing antibodies as early as seven days post vaccination and elicit more robust immunogenic response compared to that of the control arm vaccine, which is a widely used commercially available vaccine. The Summit Board believes that PIKA rabies vaccine, if approved, enables YS Group to capture the future rabies vaccines market demand in emerging markets with its competitive advantages.

YS Group’s strong research and development capabilities underpinned by innovative PIKA immunomodulating technology platform.   YS Group has built its business upon strong in-house research and development capabilities. Its in-house developed PIKA immunomodulating technology platform has the potential to generate innovative vaccines. YS Group has developed its PIKA immunomodulating technology platform to empower a pipeline of vaccines and therapeutic biologics. The Summit Board believes YS Group’s strong R&D and product innovation capability ensures that its vaccines and therapeutic biologics products remain differentiated from those of its peers and creates entry barriers.

YS Group’s robust portfolio of innovative vaccines and therapeutic biologics to drive sustainable value creation.   Leveraging its PIKA immunomodulating technology platform, YS Group has a robust portfolio of innovative product candidates to address the unmet needs in preventing and/or treating infectious diseases and cancer, including (1) four product candidates under various clinical development stages, including PIKA rabies vaccine, PIKA recombinant COVID-19 vaccine, PIKA YS-ON-001 and PIKA YS-HBV-001, among which PIKA rabies vaccine and PIKA YS-ON-001 are categorized under Category I drugs by National Medical Products Administration of the PRC (“NMPA”), which are drugs that have a new and clearly defined structure, pharmacological property and apparent clinical value and have not been marketed anywhere in the world, and (2) four preclinical stage product candidates targeting HBV, influenza, rabies and cancer with enormous medical demand. The Summit Board believes that the comprehensive portfolio of product candidates with commercialization potential will allow YS Group to diversify its revenue sources, sustain its growth and strengthen its competitive advantages.

YS Group’s established clinical development and manufacturing capability to prepare product launch.    The development of adjuvanted vaccines is a specialized and sophisticated field in the biotechnology industry, and YS Group’s clinical team has built up first-hand experience in adjuvant selection, dose optimization, study design and pharmaco-vigilance, all of which are crucial to the successful development and application of adjuvants. The manufacture of vaccines is a complex and lengthy process which directly determines the quality and safety and thus the commercial success of vaccine products. The capability to manufacture vaccines on a commercial scale requires in-depth expertise and process know-how, presenting a significant entry barrier against potential competition. YS Group has accumulated extensive and excellent experience in vaccine manufacturing and commercialization, which the Summit Board believes that it will enable YS Group to apply its established clinical development and manufacturing capability to launch its product candidates and new revenue-generating product lines cost-effectively and successfully.

YS Group has demonstrated commercialization capabilities and established expansive sales network.   With track record in commercializing YSJA™ rabies vaccine, YS Group has demonstrated its commercialization capabilities and established its expansive sales network. As of September 30, 2022, it has built an experienced in-house sales, marketing and patient service team with approximately 51 team members and collaborated with about 126 external service providers to achieve expansive coverage across China. In addition, it has also obtained qualifications from 30 province-level CDCs and had sold more than 16 million closes to approximately 1,625 county-level CDCs. The Summit Board believes that YS Group’s product candidates will benefit from the operating leverage enabled by its established and highly scalable commercialization infrastructure, expertise and strategy to rapidly achieve market success.

Seasoned existing management team with local expertise and global vision and backed by blue-chip investors.   The Summit Board considered that YS Biopharma’s management team has comprehensive and complementary capabilities in the vaccine industry, spanning from early research and development, manufacture to commercialization: (i) Mr. Yi Zhang, the founder of YS Group who will be serving as the
 
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chairman of the YS Biopharma after closing of the Business Combination, has over 35 years of experience in China’ biopharmaceutical industry and has lead various successful national research projects; (ii) Mr. Hui Shao, the chief executive officer and director of YS Group who will be serving as the chief executive officer and director of YS Biopharma after closing of the Business Combination, has over 25 years of distinguished scientific and industrial background in biotechnology and pharmaceutical fields ranging from drug discover, business strategy and product commercialization to private and public capital market in the United States, Europe and Asia, and (iii) YS Group has been led by a strong team of senior management with diversified and complementary skillsets and expertise to support YS Group’s transformational growth, and such management team will continue to manage the YS Biopharma and drive its business growth after closing of the Business Combination.

Commitment by existing shareholders.   The Summit Board noted that (i) existing YS Biopharma’s existing shareholders would not be receiving any cash consideration in connection with the Business Combination; (ii) YS Biopharma’s existing shareholders will continue to own approximately 73.5% of YS Biopharma on a fully-diluted basis immediately after the Closing (assuming no redemptions by Summit Public Shareholders and there are no Dissenting Summit Shareholders and the consummation of the Forward Purchase Subscriptions); and (iii) YS Biopharma’s existing shareholders will be subject to a 180-day lock-up of the YS Biopharma Ordinary Shares to be held by them immediately after consummation of the Business Combination, subject to limited exceptions and YS Biopharma’s right to release certain lock-up obligations. The Summit Board considered these to be strong signs of YS Biopharma’s existing shareholders confidence in YS Biopharma, as the combined company after the consummation of the Business Combination, and the benefits to be realized as a result of the Business Combination.

Platform for future development and expansion.   The cash proceeds available to YS Biopharma upon closing of the Business Combination and YS Biopharma’s access to the public capital markets through the Business Combination are expected to provide YS Group with an optimal platform and strong financial foundation for its further development and business expansion.

Reasonable valuation.   The Summit Board considered that the valuation of YS Biopharma under the terms of the Business Combination Agreement, reflected a reasonable valuation for the YS Group’s business on an appropriately risk-adjusted basis.

Certainty of closing of the Business Combination.   On the basis that (i) the closing of the Business Combination is not subject to regulatory review, report or pre-approval under the applicable anti-trust or competition laws in effect as of the date hereof in the jurisdictions in which YS Biopharma has business operations, thereby reducing the uncertainty and regulatory risk in connection with completing the Business Combination; (ii) the Business Combination Agreement and the transactions contemplated thereby have been approved by the shareholders of YS Biopharma; (iii) pursuant to the Forward Purchase Agreements, the Forward Purchase Investors have agreed to purchase Summit Ordinary Shares and Summit Warrants for an aggregate price equal to $30,000,000 immediately prior to the First Merger Effective Date, which is sufficient to cover the minimum Available Closing Cash Amount (as defined in the Business Combination Agreement) required to meet a condition to Closing under the Business Combination Agreement; and (iv) pursuant to the Shareholder Support Agreement, the Supporting Shareholders (including, among other persons, the Sponsor and certain existing shareholders of YS Biopharma) have agreed to 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, the Summit Board expected that the Business Combination has a reasonable likelihood to be consummated pursuant to the terms and conditions of the Business Combination Agreement.

Independent directors’ role.   The Summit Board is comprised of a majority of independent directors and the audit committee of the Summit Board is comprised entirely of independent directors. On March 16, 2022, HK Yisheng, a subsidiary of YS Biopharma, entered into a facility agreement (the “Facility Agreement”) with, among other parties, R-Bridge Investment Three Pte. Ltd, as original lender (“R-Bridge”) and R-Bridge Healthcare Fund L.P., as original agent (“R-Bridge Fund”). Mr. Wei Fu, the Honorary Chairman and Senior Advisor of Summit and one of the managers of the Sponsor, is the sole director of R-Bridge and one of the investment committee members of R-Bridge Fund. To manage any potential conflict of interests involving the Sponsor that may arise from the Facility Agreement, the Business Combination Agreement, the related agreements and the transactions contemplated thereby, were reviewed,
 
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assessed and unanimously approved by the audit committee of Summit prior to approval of the Summit Board. In addition, Summit has retained ValueScope as an independent financial advisor to the Summit Board, specifically to provide to the Summit Board a fairness opinion in connection with the Business Combination from a financial point of view.

Risks relevant to the Business Combination.   In the course of its deliberations, the Summit Board also considered a variety of risks and uncertainties relevant to the transaction, including, among other things, (i) risks associated with the Business Combination, including risks for Summit’s unaffiliated investors arising from the process of taking a company public by means of a business combination with a special purpose acquisition company, as compared to taking a company public through a traditional initial public offering, such as the absence of due diligence conducted by one or more underwriters that would be subject to liability for any material misstatements or omissions in a registration statement, investors’ inability to recover damages from such underwriters in the event of misstatements and omission in the registration statement, the lack of an effective book-building process, and potentially lower demand, decreased liquidity and increased trading volatility of YS Biopharma’s securities, (ii) risks related to YS Group’s business, (iii) risks related to doing business in China, (iv) risks associated with the liquidation of Summit and (v) risks associated with post-closing corporate governance.
The Summit Board believes that the Business Combination is fair, advisable and in the best interests of Summit and the Summit Shareholders and is a product of arm’s-length negotiations among the parties. In addition, the Summit Board obtained a fairness opinion from ValueScope which stated the consideration being paid in the Business Combination was fair to Summit from a financial point of view. The overall assumptions in the ValueScope fairness opinion assumed the completion of the Business Combination as originally contemplated. These factors are discussed in greater detail in the section entitled “The Business Combination Proposal — Summit’s Board Reasons for the Approval of the Business Combination.”
For a more complete description of Summit Board’s reasons for approving the Business Combination, including other factors and risks considered by the Summit Board, see the section entitled “The Business Combination Proposal — The Summit Board’s Reasons for the Approval of the Business Combination.”
The Merger Proposal (page 184)
The shareholders of Summit will vote on a separate proposal to authorize the Merger and the Plan of First Merger by way of a special resolution under the Cayman Islands Companies Act. For more information, see the section entitled “The Merger Proposal.”
The Adjournment Proposal (page 185)
If, based on the tabulated vote, there are insufficient votes at the time of the Extraordinary General Meeting to authorize Summit to consummate the Merger or the Business Combination or if holders of Summit Public Shares have elected to redeem an amount of Summit Public Shares such that the minimum available cash condition contained in the Business Combination Agreement would not be satisfied, the chairman of the meeting may (and Summit is required under the Business Combination Agreement to) submit a proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation of proxies. For more information, see the section entitled “The Adjournment Proposal.”
Date, Time and Place of Extraordinary General Meeting of Summit Shareholders (page 141)
The Extraordinary General Meeting of the shareholders of Summit shall be held at 9:00 a.m. Eastern Time, on March 1, 2023 at 35th Floor, Two Exchange Square, 8 Connaught Place Central, Hong Kong and virtually at https://www.cstproxy.com/summithealthcarespac/2023, to consider and vote upon the Business Combination Proposal, the Merger Proposal, and if presented, the Adjournment Proposal.
Record Date; Outstanding Shares; Shareholders Entitled to Vote (page 141)
Summit has fixed the close of business on February 2, 2023 as the “Record Date” for determining Summit Shareholders entitled to notice of and to attend and vote at the Extraordinary General Meeting. If your Summit Shares are held in “street name” or are in a margin or similar account, you should contact your broker
 
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or bank to ensure that votes related to the Summit Shares you beneficially own are properly counted. Summit Warrants do not have voting rights. As of the close of business on the Record Date, there were 20,000,000 Summit Public Shares and 5,750,000 Founder Shares outstanding and entitled to vote. All of the Founder Shares are held by the Sponsor, Summit’s independent directors and the Forward Purchase Investors. Each Summit Share is entitled to one vote per share at the Extraordinary General Meeting.
Quorum; Votes Required (page 142)
A quorum is the minimum number of Summit Shares that must be present to hold a valid meeting. A quorum shall be present at the Extraordinary General Meeting if one or more shareholders holding in the aggregate not less than one-third of the total issued and outstanding Summit Shares present in person physically or by virtual attendance or represented by proxy and entitled to vote at the Extraordinary General Meeting. As of the Record Date, 8,583,334 Summit Shares would be required to achieve a quorum.
The proposals presented at the Extraordinary General Meeting shall require the following votes:

Proposal No.1 — Business Combination Proposal — The approval of the Business Combination Proposal will require an ordinary resolution under Cayman Islands law and the Summit Articles, being the affirmative vote of the holders of a majority of the issued and outstanding Summit Shares present in person physically or by virtual attendance or represented by proxy and entitled to vote at the Extraordinary General Meeting.

Proposal No.2 — Merger Proposal — The approval of the Merger Proposal will require a special resolution under Cayman Islands law and the Summit Articles, being the affirmative vote of the holders of at least two-thirds of the issued and outstanding Summit Shares present in person physically or by virtual attendance or represented by proxy and entitled to vote at the Extraordinary General Meeting.

Proposal No.3 — Adjournment Proposal — The approval of the Adjournment Proposal, if presented, will require an ordinary resolution under Cayman Islands law and the Summit Articles, being the affirmative vote of the holders of a majority of the issued and outstanding Summit Shares present in person physically or by virtual attendance or represented by proxy and entitled to vote at the Extraordinary General Meeting.
Redemption Rights (page 143)
Pursuant to the Summit Articles, in connection with the completion of the Business Combination, Summit Public Shareholders may elect to have their Summit Public Shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Summit Articles. For illustrative purposes, as of February 2, 2023, the Record Date, this redemption amount would have amounted to approximately $10.1 per share. In this proxy statement/prospectus, these rights to demand redemption of the Summit Public Shares are sometimes referred to as “redemption rights.” Summit Public Shareholders may elect to exercise such redemption rights, regardless of whether they vote or, if they do vote, irrespective of whether they vote for or against the Business Combination Proposal, the Merger Proposal or the Adjournment Proposal.
If you are a Summit Public Shareholder and wish to exercise your right to have your Summit Public Shares redeemed, you must:

submit a written request to Continental, Summit’s transfer agent, in which you (i) request that Summit redeem all or a portion of your Summit Public Shares for cash, and (ii) identify yourself as the beneficial holder of the Summit Public Shares and provide your legal name, phone number and address;

and either tender your share certificates (if any) to Continental, Summit’s transfer agent, or deliver your Summit Public Shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System.
Summit Public Shareholders must complete the procedures for electing to redeem their Summit Public Shares in the manner described above prior to 5:00 p.m. on February 27, 2023 (two business days prior to the vote at the Extraordinary General Meeting) in order for their Summit Ordinary Shares to be redeemed. (page 144)
There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker a nominal amount and it would be up to the broker whether or not to pass this cost on to the redeeming
 
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shareholder. In the event the Business Combination is not consummated this may result in an additional cost to shareholders for the return of their shares.
If you hold the Summit Public Shares in “street name,” you will have to coordinate with your broker or bank to have the Summit Public Shares you beneficially own certificated and delivered electronically.
Holders of Units must elect to separate the Units into the underlying Summit Public Shares and Summit Warrants prior to exercising redemption rights with respect to the Summit Public Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying Summit Public Shares and Summit Warrants, or if a holder holds Units registered in its own name, the holder must contact Continental, Summit’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its Summit Public Shares.
If the Business Combination is not consummated, the Summit Public Shares will not be redeemed and instead will be returned to the respective holder, broker or bank. In such case, Summit Shareholders may only share in the assets of the trust account upon the liquidation of Summit. This may result in Summit Shareholders receiving less than they would have received if the Business Combination was completed and they had exercised redemption rights in connection therewith due to potential claims of creditors.
If a Summit Public Shareholder satisfies the requirements for exercising redemption rights with respect to all or a portion of the Summit Public Shares he, she or it holds and the Business Combination is consummated, Summit will redeem such Summit Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the then issued Summit Public Shares, provided that Summit shall not repurchase Summit Public Shares in an amount that would cause Summit's net tangible assets to be less than $5,000,001. There are currently no owed but unpaid income taxes on the funds in the Trust Account. However, the proceeds deposited in the trust account could become subject to the claims of Summit’s creditors, if any, which would have priority over the claims of Summit Shareholders. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. It is expected that the funds to be distributed to Summit Public Shareholders electing to redeem their Summit Public Shares shall be distributed promptly after the consummation of the Business Combination.
Notwithstanding the foregoing, a Summit Public Shareholder, together with any affiliate of such holder and any person with whom such holder is acting in concert or as a “group” ​(as defined under Section 13(d)(3) of the Exchange Act), may not seek to have more than 15% of the aggregate Summit Public Shares redeemed without the prior consent of Summit. Additionally, under the Summit Articles, in no event will Summit redeem Summit Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001, such that Summit is not subject to the SEC’s “penny stock” rules.
Any request for redemption, once made by a Summit Public Shareholder, may be withdrawn at any time up to two business days prior to the vote at Extraordinary General Meeting. After this time, a request for redemption may not be withdrawn once unless the Summit Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part). Such a request must be made by contacting Continental, Summit’s transfer agent, at the phone number or address set out elsewhere in this proxy statement/prospectus.
No request for redemption shall be honored unless the holder’s share certificates (if any) or shares have been delivered (either physically or electronically) to Continental, Summit’s transfer agent, in the manner described above, at least two business days prior to the vote at the Extraordinary General Meeting.
If you exercise your redemption rights, then you shall be exchanging your Summit Public Shares for cash and shall not be entitled to receive any YS Biopharma Ordinary Shares in respect of such redeemed shares upon consummation of the Business Combination.
If you are a holder of Summit Public Shares and you exercise your redemption rights, such exercise shall not result in the loss of any Summit Warrants that you may hold. Assuming 100% redemption, the Summit
 
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Warrants owned by such redeeming Summit Public Shareholders will be worth approximately $2.8 million in the aggregate based on the closing price of Summit Warrants on the Record Date of $0.2774.
The closing price of Summit Public Shares on the Record Date was $10.12. The cash held in the Trust Account on such date was approximately $202 million (approximately $10.1 per Summit Public Share). Prior to exercising redemption rights, Summit Public Shareholders should verify the market price of Summit Public Shares as they may receive higher proceeds from the sale of their Summit Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Summit cannot assure its shareholders that they shall be able to sell their Summit Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.
Appraisal or Dissenters’ Rights (page 145)
Holders of record of Summit Shares may have appraisal rights in connection with the Business Combination under the Cayman Islands Companies Act. In this proxy statement/prospectus, these appraisal or dissent rights are sometimes referred to as “Dissent Rights”. Holders of record of Summit Shares wishing to exercise such Dissent Rights and make a demand for payment of the fair value for his, her or its Summit Shares must give written objection to the First Merger to Summit prior to the shareholder vote at the Extraordinary General Meeting to approve the First Merger and follow the procedures set out in Section 238 of the Cayman Islands Companies Act, noting that any such dissenter rights may subsequently be lost and extinguished pursuant to Section 239 of the Cayman Islands Companies Act which states that no such dissenter rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent provided that the merger consideration constitutes inter alia shares of any company which at the effective date of the merger are listed on a national securities exchange. The Business Combination Agreement provides that, if any Summit shareholder exercises Dissent Rights then, Summit shall in accordance with Section 238(4) of the Cayman islands Companies Act, promptly give written notice of the authorization of the First Merger (the “Authorization Notice”) to each such Summit shareholder who has made a written objection, and unless Summit and YS Biopharma elect by agreement in writing otherwise, no party shall be obligated to commence the consummation of the First Merger and the Plan of First Merger shall not be filed with the Registrar of Companies in the Cayman Islands, until at least twenty days shall have elapsed since the date on which the Authorization Notice is given (being the period allowed for written notice of an election to dissent under Section 238 of the Cayman Islands Companies Act, as referred to in Section 239 of the Cayman Islands Companies Act). Summit believes that such fair value would equal the amount that Summit Shareholders would obtain if they exercised their redemption rights as described herein. A Summit shareholder which elects to exercise Dissent Rights must do so in respect of all of the Summit Shares that person holds and will lose their right to exercise their redemption rights as described herein. See the section entitled “Extraordinary General Meeting of Summit Shareholders — Appraisal Rights under the Cayman Islands Companies Act.”
Summit Shareholders are recommended to seek their own advice as soon as possible on the application and procedure to be followed in respect of the appraisal rights under the Cayman Islands Companies Act.
Proxy Solicitation (page 146)
Proxies may be solicited by mail, telephone or in person. Summit has engaged Advantage Proxy, Inc. (“Advantage”) to assist in the solicitation of proxies.
If a shareholder grants a proxy, it may still vote its Summit Shares at the Extraordinary General Meeting by attending the Extraordinary General Meeting virtually by visiting https://www.cstproxy.com/summithealthcarespac/2023, entering the control number on its proxy card and voting via the web portal during the Extraordinary General Meeting webcast. A shareholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of Summit Shareholders — Revoking Your Proxy.”
Interests of Summit’s Directors, Officers and the Sponsor in the Business Combination (page 180)
When considering the Summit Board’s recommendation to vote in favor of approving the Business Combination Proposal and the Merger Proposal, Summit Shareholders should keep in mind that Sponsor and
 
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Summit’s directors and officers have interests in such proposals that are different from, or in addition to (and which may conflict with), those of Summit Shareholders and warrantholders generally. These interests include, among other things, the interests listed below:

the fact that the Sponsor and Summit’s directors and officers have agreed to waive their redemption rights with respect to their Summit Class B Ordinary Shares in connection with the completion of the proposed Business Combination;

the fact that the Sponsor and certain of Summit’s directors are anticipated to hold 3.46% of the equity interests and 3.46% of the voting power in YS Biopharma immediately after the Business Combination, assuming no redemptions by Summit Public Shareholders and there are no Dissenting Summit Shareholders (or 4.26% of the equity interest and 4.26% of the voting power in YS Biopharma immediately after the Business Combination, assuming 100% redemption by Summit Public Shareholders);

the fact that the Sponsor paid an aggregate of $25,000 for the 5,750,000 Founder Shares currently owned by the Sponsor and Summit’s directors and such securities will have a significantly higher value after the Business Combination. As of February 2, 2023, the most recent practicable date prior to the date of this proxy statement/prospectus, the aggregate market value of these shares, if unrestricted and freely tradable, would be $58,190,000, based upon a closing price of $10.12 per Summit Public Share on Nasdaq. The Founder Shares are expected to be worthless if the Business Combination or another business combination is not completed by the Final Redemption Date because the holders are not entitled to participate in any redemption or distribution of proceeds in the trust account with respect to such shares;

the fact that Sponsor paid $6,000,000 to purchase an aggregate of 6,000,000 Summit Private Warrants, each exercisable to purchase one Summit Public Share at $11.50, subject to adjustment, at a price of $1.00 per warrant, and those warrants would be worthless — and the entire $6,000,000 warrant investment would be lost — if the Business Combination or another business combination is not consummated by the Final Redemption Date. As of February 2, 2023, the most recent practicable date prior to the date of this proxy statement/prospectus, the aggregate market value of these Summit Private Warrants, if unrestricted and freely tradable, would be $1,664,400, based upon a closing price of $0.2774 per Summit Public Warrant on Nasdaq;

the fact that, given the differential in the purchase price that the Sponsor and certain of Summit’s directors paid for the Founder Shares and the purchase price that the Sponsor paid for the Summit Private Warrants as compared to the price of the Summit Public Shares and Summit Public Warrants and the substantial number of YS Biopharma Ordinary Shares that the Sponsor and these directors will receive upon conversion of the Founder Shares and Summit Private Warrants, the Sponsor and these directors can earn a positive return on their investment, even if other Summit Shareholders have a negative return on their investment in YS Biopharma;

the fact that Sponsor and Summit’s directors and officers have agreed to waive their rights to liquidating distributions from the trust account with respect to any Founder Shares held by them if Summit fails to complete a business combination by the Final Redemption Date;

the fact that the Business Combination Agreement provides for the continued indemnification of Summit’s directors and officers and the continuation of Summit’s directors’ and officers’ liability insurance after the Business Combination (i.e., a “tail policy”);

the fact that Sponsor and Summit’s directors and officers and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Summit’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Summit fails to consummate a business combination within the required period, they will not have any claim against the trust account for reimbursement. Accordingly, Summit may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by the Final Redemption Date. That being said, the Sponsor and Summit’s directors and officers and their affiliates had not incurred any unpaid reimbursable expenses as of the date of this proxy statement/prospectus;

the fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;
 
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the fact that if the Trust Account is liquidated, including in the event Summit is unable to complete a business combination by the Final Redemption Date, the Sponsor has agreed to indemnify Summit to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Summit Public Share, or such lesser per Summit Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Summit has discussed entering into a transaction agreement or claims of any third party for services rendered or products sold to Summit (other than Summit’s independent registered public accounting firm), but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

the fact that the Summit Articles contain a waiver of the corporate opportunity doctrine. With such waiver, there could be business combination targets that maybe suitable or worth consideration for a combination with Summit but not offered due to a Summit director’s duties to another entity. Summit does not believe that the potential conflict of interest relating to the waiver of the corporate opportunities doctrine in the Summit Articles impacted its search for an acquisition target and Summit was not prevented from reviewing any opportunities as a result of such waiver;

the fact that HK Yisheng, a subsidiary of YS Biopharma, entered into the Facility Agreement with, among other parties, R-Bridge, as original lender, and R-Bridge Fund, as original agent. Mr. Wei Fu, the Honorary Chairman and Senior Advisor of Summit and one of the managers of the Sponsor, is the sole director of R-Bridge and one of the investment committee members of R-Bridge Fund. Pursuant to the Facility Agreement, (i) R-Bridge made available to YS Biopharma a term loan facility in an aggregate amount of $40,000,000, all of which was outstanding as of the date hereof; (ii) the facility and commitment under the Facility Agreement will be immediately cancelled and all of the outstanding loans, together with accrued interest and other amounts will become immediately due and payable if a listing, admission to trading, flotation or public offering of any shares of YS Biopharma (including upon or as a result of any direct or indirect merger, consolidation or takeover) has not occurred by October 31, 2023 or a later day as determined under the Facility Agreement; and (iii) consents from the lender(s) whose commitments aggregate more than 2/3 of the total amount then outstanding are required to approve certain transactions, including the Business Combination Agreement; and

the fact that Mr. Bo Tan, a current director of Summit, is expected to become a director of YS Biopharma and in such case would be compensated as a director of YS Biopharma.
The Sponsor has agreed to, among other things, vote all of their Summit Shares in favor of the proposals being presented at the Extraordinary General Meeting in connection with the Business Combination and waive their redemption rights with respect to their Summit Shares in connection with the consummation of the Business Combination. As of the date of this proxy statement/prospectus, on an as-converted basis, the Sponsor and certain Summit directors own, collectively, approximately 21% of the issued and outstanding Summit Shares.
The existence of financial and personal interests of one or more of Summit’s directors and officers results in conflicts of interest on the part of such director(s) between what he, she, or they may believe is in the best interests of Summit and what he, she, or they may believe is best for himself, herself, or themselves in determining to recommend that shareholders vote for the proposals.
For more information on interests of Summit’s directors and officers, see the section entitled “The Business Combination Proposal — Interests of Summit’s Directors, Officers and the Sponsor in the Business Combination.”
Material U.S. Federal Income Tax Consequences (page 350)
As described in the section entitled “Material Tax Considerations — U.S. Federal Income Tax Considerations to U.S. Holders — Tax Treatment of the Mergers,” to qualify as a Reorganization, the Mergers must satisfy certain requirements, some of which are based on factual determinations, and actions or events after the Mergers could adversely affect such qualification. One such requirement is that the acquiring corporation, directly or indirectly through certain controlled corporations, either continue a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business, in each case, within the meaning of U.S. Treasury Regulations Section 1.368-1(d).
 
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However, due to the absence of guidance bearing directly on how the above rules apply in the case of an acquisition of a corporation like Summit that holds primarily investment-type assets, the qualification of the Mergers as a Reorganization is subject to significant uncertainty, and is therefore not capable of being the subject of a representation regarding its tax treatment. The closing of the Business Combination is not conditioned upon the receipt of an opinion of counsel that the Mergers will qualify as a Reorganization, and neither Summit nor YS Biopharma intends to request a ruling from the IRS regarding the U.S. federal income tax treatment of the Mergers. Accordingly, no assurance can be given that the IRS will not treat the Mergers as taxable transactions and challenge the qualification of the Mergers as a Reorganization or that a court will not sustain such a challenge by the IRS. U.S. Holders of Summit Securities are urged to consult their tax advisors regarding the proper U.S. federal income tax treatment of the Mergers, including with respect to their qualification as a Reorganization.
If the Mergers were to qualify as a Reorganization, a U.S. Holder generally would not recognize gain or loss on the exchange of Summit Securities for YS Biopharma Securities in the Mergers. However, if any requirement to qualify as a Reorganization is not met, then a U.S. Holder generally will recognize gain or loss in an amount equal to the difference between the fair market value (as of the closing date of the Mergers) of YS Biopharma Ordinary Shares and YS Biopharma Warrants received in the Merger, over such holder’s aggregate adjusted tax basis in the corresponding Summit Public Shares and Summit Public Warrants surrendered by such holder in the Mergers. Even if the requirements to qualify as a Reorganization are satisfied, U.S. Holders may be required to recognize gain (but not loss) in the Mergers under the PFIC rules, as described in more detail in the section entitled “Material Tax Considerations — U.S. Federal Income Tax Considerations to U.S. Holders — Passive Foreign Investment Company Rules.”
If a U.S. Holder elects to redeem its Summit Public Shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of the Summit Public Shares under Section 302 of the Code. If the redemption qualifies as such a sale or exchange, such U.S. Holder generally will recognize gain or loss in an amount equal to the difference, if any, between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the Summit Public Shares surrendered by such U.S. Holder in the redemption. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes, depending on the amount of Summit Public Shares that such U.S. Holder owns or is deemed to own (including through the ownership of Summit Public Warrants) after the redemption.
For more information, see the section entitled “Material Tax Considerations — U.S. Federal Income Tax Considerations to U.S. Holders.”
Anticipated Accounting Treatment (page 181)
Notwithstanding the legal form of the Business Combination pursuant to the Business Combination Agreement, the Business Combination will be accounted as recapitalization. Summit will be treated as the “acquired” company and YS Biopharma will be treated as the acquirer for financial statement reporting purposes. YS Biopharma has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

YS Biopharma’s shareholders will have the largest voting interest in the post-combination company under both the no redemption and 100% redemption scenarios;

YS Biopharma’s shareholders will have the ability to nominate at least a majority of the members of the board of directors of the post-combination company;

YS Biopharma’s senior management is the senior management of the post-combination company; and

YS Biopharma is the larger entity, in terms of YS Biopharma’s substantive operations and employee base.
Comparison of Rights of Shareholders of Summit and Shareholders of YS Biopharma (page 367)
If the Business Combination is successfully completed, holders of Summit Shares will become holders of YS Biopharma Ordinary Shares and their rights as shareholders will be governed by YS Biopharma’s constitutional documents. For more information, see the section entitled “Comparison of Rights of YS Biopharma Shareholders and Summit Shareholders” on page 367 of this proxy statement/prospectus.
 
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Regulatory Matters (page 181)
The Business Combination and the transactions contemplated by the Business Combination Agreement are not subject to any federal or state regulatory requirement or approval, except for the filings and registration with the Cayman Islands Registrar of Companies and the payment of the applicable fees under the Cayman Islands Companies Act necessary to effectuate the Business Combination.
YS Group has a substantial business and operation in China and thus is exposed to legal and operational risks associated with its operations in China. As of the date of this proxy statement/prospectus, YS Group has obtained all requisite license, permission or approvals for its current business operations in China and none of such license, permission or approvals current in effect have been withdrawn or revoked by the competent governmental authorities. The PRC government has significant authority to exert influence on the ability of a company with operations in China, including YS Group, to conduct its business. Changes in China’s economic, political or social conditions or government policies could materially and adversely affect its business and results of operations. These China-related risks could result in a material change in its operations and/or the value of YS Biopharma’s securities, or could significantly limit or completely hinder the ability of YS Biopharma to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or become worthless. In particular, recent policy statements and regulatory actions by the PRC government, such as those related to human genetic resources, data privacy and biopharmaceutical and vaccine business, may adversely impact YS Biopharma’s ability to conduct its business and R&D activities, accept foreign investments, or list on a U.S. or other foreign stock exchange, which may cause the securities of YS Biopharma to be prohibited from trading or to be delisted from the Nasdaq or any other U.S. stock exchange. Furthermore, the PRC government has recently indicated an intent to exert more oversight and control over overseas securities offerings and other capital markets activities and foreign investment in China-based companies like YS Group. Any such action, once taken by the PRC government, could significantly limit or completely hinder YS Biopharma’s ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or in extreme cases, become worthless. See the section entitled “Risk Factors — Risks Related to Doing Business in China.”
On November 14, 2021, the Cyberspace Administration of China (the “CAC”) published the Regulations on Network Data Security Management (Draft for Comment), under which data processors shall be subject to cybersecurity review if they process personal information of more than one million persons and aiming to list on foreign stock markets, or the data processing activities influence or may influence national security. The CAC, together with 12 other PRC regulatory authorities, released the 2022 Cybersecurity Review Measures, which came into effect on February 15, 2022, pursuant to which operators of critical information infrastructure procuring network products and services, and online platform operators carrying out data processing activities, in each case that affect or may affect national security, shall conduct a cybersecurity review pursuant to the provisions therein. In addition, online platform operators possessing personal information of more than one million users seeking to be listed on foreign stock markets must apply for a cybersecurity review. YS Biopharma believes that neither YS Biopharma nor any of its PRC Subsidiaries is subject to cybersecurity review, reporting or other permission requirements by the CAC under the applicable PRC cybersecurity laws and regulations with respect to the offering of its securities or the business operations of its PRC Subsidiaries, because neither YS Biopharma nor any of its PRC Subsidiaries qualifies as a critical information infrastructure operator or online platform, or has conducted any data processing activities that affect or may affect national security or holds personal information of more than one million users. However, as PRC governmental authorities have significant discretion in interpreting and implementing statutory provisions and there remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations, there is no assurance that YS Biopharma or any of its PRC Subsidiaries will not be deemed to be subject to PRC cybersecurity review or that YS Biopharma or any of its PRC Subsidiaries will be able to pass such review. In addition, YS Biopharma and its PRC Subsidiaries could become subject to enhanced cybersecurity review or investigations launched by PRC regulators in the future pursuant to new laws, regulations or policies. Any failure or delay in the completion of the cybersecurity review procedures or any other non-compliance with applicable laws and regulations may result in fines, suspension of business, website closure, revocation of business licenses or other penalties, as well as reputational damage or legal proceedings or actions against YS Biopharma or its PRC Subsidiaries, which may have a material adverse effect on their business, financial condition or results of operations.
 
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On December 24, 2021, the CSRC published the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), and Administrative Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), or, collectively, the Draft Overseas Listing Regulations, which require that China-based companies seeking to offer and list securities in overseas markets complete certain filing procedures with the CSRC. The Draft Overseas Listing Regulations were released only for public comments and their provisions and anticipated adoption date are subject to changes and their interpretation and implementation remain uncertain. The Draft Overseas Listing Regulations are not clear as to whether companies like YS Group that have already submitted an application for an initial public offering to overseas regulators but have not yet completed the offering shall be subject to such filing procedures. As of the date of this proxy statement/prospectus, no formal inquiry, notice, warning, sanction, or any regulatory objection from the CSRC with respect to this Business Combination was received.
Recommendation to Shareholders (page 141)
The Summit Board believes that each of the proposals to be presented at the Extraordinary General Meeting is fair to, and in the best interests of, Summit and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal and “FOR” the Adjournment Proposal, if presented.
Risk Factor Summary (page 60)
In evaluating the proposals to be presented at the Extraordinary General Meeting of the shareholders of Summit, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section titled “Risk Factors,” a summary of which is set forth below. The occurrence of one or more of the events or circumstances described below, alone or in combination with other events or circumstances, may adversely affect Summit’s ability to effect the Business Combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of Summit prior to the Business Combination and that of YS Biopharma subsequent to the Business Combination.
Risks Related to YS Group’s Business and Products (page 60)
There are various risks related to YS Group’s business and operations, which include, but are not limited to:

YS Group depends on its current marketed rabies vaccine product to generate substantially all of its revenue in the near term. YS Group’s previous operating history of manufacturing and commercializing vaccines may not provide an adequate basis to judge the viability of its business, the effectiveness of its management and its future profitability and prospects in respect of its marketed product.

YS Group faces substantial competition. Its competitors may discover, develop or commercialize products before, or more successfully than, YS Group do, or develop therapies that are more advanced or effective than ours, which may adversely affect YS Group’s financial condition and its ability to successfully market or commercialize its marketed product and product candidates.

YS Group’s product candidates, once commercialized, may compete with its existing marketed product.

If the rabies vaccine industry in China does not grow as expected or declines, YS Group’s ability to expand its business and results of operations could be materially and adversely affected.

The commercial success of any of YS Group’s marketed product and product candidates depends on its degree of market acceptance by end-users, CDCs, KOLs and others related to the vaccine or disease prevention industry.

The biopharmaceutical industry is highly regulated. The relevant regulations and policies are complex and regional and subject to changes from time to time. YS Group’s ability to obtain and maintain these regulatory approvals is uncertain. Any change in government regulation and policy may place additional burdens on YS Group’s business and have a material adverse effect on YS Group’s financial condition and results of operations.
 
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YS Group’s marketed product and product candidates may become subject to unfavorable pricing regulations, third-party reimbursement practices or healthcare reform initiatives, which could harm YS Group’s business.

YS Group currently relies on the manufacturing facilities for the marketed product and are still in the process of developing additional facilities at other sites. Any disruption of YS Group’s current and new facilities or their failure to meet GMP regulatory compliance or other regulatory requirements may have a material adverse effect on YS Group’s business, financial condition and results of operations.

Failure to manage the normal manufacturing capacity properly may materially and adversely affect YS Group’s revenues and profitability.

YS Group has incurred significant losses since its inception. YS Group might incur losses or fail to generate sufficient revenue to achieve satisfactory profitability in the future.

YS Group’s financial prospects depend on the sale of its marketed product, and the successful development and approval of its clinical-stage and preclinical stage product candidates.

YS Group may need to obtain substantial additional financing to fund its operations, and a failure to obtain necessary capital when needed would force YS Group to delay, limit, reduce or terminate its product development or commercialization efforts.

The issuance, scope, validity, enforceability and commercial value of YS Group’s patent rights are highly uncertain, and there can be no assurance that any of YS Group’s technology, marketed product or product candidates will be protectable or remain protected by valid and enforceable patents. If YS Group is unable to obtain and maintain patent protection for its marketed product and product candidates, or if the scope of such patent protection obtained is not sufficiently broad, third parties may compete directly against YS Group.

YS Group’s business, results of operations and financial position could be adversely affected by the ongoing COVID-19 pandemic.
For additional detail on these and other risks, see the section entitled “Risk Factors — Risks Related to YS Group’s Business and Products” beginning on page 60 of this proxy statement/prospectus.
Risks Related to Doing Business in China (page 100)
YS Group faces various legal and operational risks associated with doing business in China, which could cause the value of YS Biopharma’s securities to significantly decline or become worthless, and significantly limit or completely hinder its ability to accept foreign investments and offer or continue to offer securities to foreign investors. These risks include, but are not limited to:

YS Group has a substantial business and operation in China and thus is exposed to legal and operational risks associated with its operations in China. The PRC government has significant authority to exert influence on the ability of a company with operations in China, including YS Group, to conduct its business. Changes in China’s economic, political or social conditions or government policies could materially and adversely affect its business and results of operations. For example, YS Group faces risks associated with regulatory approvals of offshore offerings, anti-monopoly regulatory actions, oversight on cybersecurity and data privacy, as well as the lack of PCAOB inspection on its auditors. On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong without the approval of the Chinese authorities. While YS Biopharma’s auditor, Wei, Wei & Co., LLP, is headquartered in the United States and not subject to such determinations, there is no guarantee that the audit work carried out by Wei, Wei & Co., LLP in collaboration of its China-based offices can be inspected or investigated completely by the PCAOB without such approval. On August 26, 2022, the PCAOB signed a Statement of Protocol with the CSRC and the Ministry of Finance of the People’s Republic of China, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB registered public accounting firms headquartered in mainland China and Hong Kong completely in 2022. The PCAOB Board vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate
 
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completely registered public accounting firms headquartered in mainland China and Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainties and depends on a number of factors out of our and our auditor’s control. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and is making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed. YS Biopharma could still face the risk of delisting and cease of trading of its securities from a stock exchange or an over-the-counter market in the United States under the Holding Foreign Companies Accountable Act and the securities regulations promulgated thereunder if the PCAOB is unable to inspect and investigate completely registered public accounting firms located in China in 2023 or beyond, or if YS Biopharma otherwise fails to meet the PCAOB’s requirements. These China-related risks could result in a material change in its operations and/or the value of YS Biopharma’s securities, or could significantly limit or completely hinder the ability of YS Biopharma to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or become worthless. See the section entitled “Risk Factors — Risks Related to Doing Business in China.”

The PRC government has significant oversight and discretion over the conduct of YS Group’s business and operations and may intervene with or influence its operations as the government deems appropriate to further regulatory, political and societal goals. Recent policy statements and regulatory actions by the PRC government, such as those related to human genetic data and biopharmaceutical and vaccine business, may adversely impact YS Group’s ability to conduct its business and R&D activities, accept foreign investments, or list on a U.S. or other foreign stock exchange, which may cause the securities of YS Biopharma to be prohibited from trading or to be delisted from the Nasdaq or any other U.S. stock exchange. Furthermore, the PRC government has recently indicated an intent to exert more oversight and control over overseas securities offerings and other capital markets activities and foreign investment in China-based companies like YS Group. Any such action, once taken by the PRC government, could significantly limit or completely hinder the YS Biopharma’s ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or in extreme cases, become worthless.

The M&A Rules purport to require offshore special purpose vehicles that are controlled by PRC companies or individuals and that have been formed for the purpose of seeking a public listing on an overseas stock exchange through acquisitions of PRC domestic companies or assets to obtain CSRC approval prior to publicly listing their securities on an overseas stock exchange. The interpretation and application of the M&A Rules remain unclear. YS Biopharma’s PRC legal advisor, Jingtian & Gongcheng, has advised that, based on its understanding of the M&A Rules, YS Biopharma will not be required to submit an application to the CSRC for its approval of this Business Combination. Neither YS Biopharma nor any of its subsidiaries has obtained the approval or clearance from the CSRC for this Business Combination, and YS Biopharma does not intend to obtain the approval or clearance from any of such or other regulators in China in connection with this Business Combination unless it is required by CSRC to do so. There is no assurance, however, that regulators in China will not subsequently require YS Biopharma to undergo the approval or clearance procedures and subject YS Biopharma to penalties for non-compliance. See the section entitled “Risk Factors — Risks Related to Doing Business in China —  Recent regulatory development in China may exert more oversight and control over listing and offerings that are conducted overseas such as the Business Combination. The approval and/or other requirements of PRC governmental authorities may be required in connection with the Business Combination or YS Biopharma’s future issuance of securities to foreign investors under PRC laws, regulations or policies.”
For additional detail on these and other risks, see the section entitled “Risk Factors — Risks Related to Doing Business in China” beginning on page 100 of this proxy statement/prospectus.
Risks Related to Ownership of the YS Biopharma Ordinary Shares (page 117)
In addition to the risks described above, holders of YS Biopharma Ordinary Shares are also subject to general risks relating to such shares, including, but not limited to, the following:
 
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A market for YS Biopharma’s securities may not develop or be sustained, which would adversely affect the liquidity and price of its securities.

YS Biopharma will be an emerging growth company and may take advantage of certain reduced reporting requirements.

YS Biopharma will be a foreign private issuer within the meaning of the rules under the Exchange Act, and as such YS Biopharma will be exempt from certain provisions applicable to U.S. domestic public companies.

If YS Group fails to remediate its material weakness and implement and maintain an effective system of internal control over financial reporting, YS Group may be unable to accurately report its results of operations, meet its reporting obligations or prevent fraud.
For additional details on these and other risks, see the section entitled “Risk Factors — Risks Related to Ownership of the YS Biopharma Ordinary Shares” beginning on page 117 of this proxy statement/prospectus.
Risks Related to Summit and the Business Combination (page 125)
Furthermore, the process of taking a company public by means of a business combination with a special purpose acquisition company is different from taking a company public through a traditional initial public offering and may create risks for Summit’s unaffiliated investors. These risks include, but are not limited to:

The process of taking a company public by means of a business combination with a special purpose acquisition company is different from taking a company public through a traditional initial public offering and may create risks for our unaffiliated investors.

Summit’s current directors and officers and their affiliates have interests that are different from, or in addition to (and which may conflict with), the interests of its shareholders, and therefore potential conflicts of interest exist in recommending that shareholders vote in favor of approval of the Business Combination. Such conflicts of interests include that the Sponsor as well as Summit’s directors and officers are expected to lose their entire investment in Summit if the Business Combination is not completed.

The exercise of Summit’s directors’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in Summit’s best interest.

If the Mergers do not qualify as a “Reorganization” within the meaning of Section 368(a) of the Code, then the Mergers generally will be taxable to U.S. Holders.
For additional details on these and other risks, see the section entitled “Risk Factors — Risks Related to Summit and the Business Combination” beginning on page 125 of this proxy statement/prospectus.
Holding Company Structure
YS Biopharma is a holding company with no business operations of its own. YS Biopharma conducts a substantial portion of its business and operations through its PRC subsidiaries, in particular, Liaoning Yisheng and Beijing Yisheng, and a substantial portion of its assets are located in China. As a result, its ability to pay dividends and to service any debt it may incur overseas largely depends upon dividends paid by its subsidiaries. If its subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to YS Biopharma.
In addition, YS Biopharma’s subsidiaries in China are permitted to pay dividends their shareholder only out of their after-tax profit, if any, as determined in accordance with the Accounting Standards for Business Enterprise as promulgated by the Ministry of Finance of the PRC (the “PRC GAAP”). The aggregate Accumulated Deficit for its PRC subsidiaries as determined under the Accounting Standards for Business Enterprise were RMB553.0 million, RMB582.0 million ($91.7 million) and RMB509.2 million ($71.7 million) as of March 31, 2021 and 2022 and September 30, 2022, respectively. In addition, pursuant to the relevant PRC laws, enterprises in the PRC have to make appropriation from their after-tax profit, as determined under PRC GAAP, to statutory common reserve funds. The appropriation to the statutory common reserve fund must be at least 10% of the after-tax profits calculated in accordance with PRC GAAP. Appropriation is not required if the reserve fund has reached 50% of the registered capital of such PRC enterprise. See the section
 
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entitled “YS Biopharma’s Business —Regulation” for a detailed discussion of the PRC legal restrictions on dividends and its ability to transfer cash within its group. In addition, holders of YS Biopharma’s securities may potentially be subject to PRC taxes on dividends paid by it in the event YS Biopharma is deemed as a PRC resident enterprise for PRC tax purposes. See the section entitled “Material Taxation Consideration — Material PRC Tax Considerations” for more details.
None of YS Biopharma’s PRC subsidiaries have issued any dividends or distributions to respective holding companies, including YS Biopharma, or any investors as of the date of this prospectus. YS Biopharma’s subsidiaries in the PRC generate and retain cash generated from operating activities and re-invest it in its business. Historically, YS Biopharma has also received equity financing from its shareholders to fund business operations of YS Biopharma’s PRC subsidiaries. In the fiscal years ended March 31, 2021 and 2022, YS Biopharma transfered cash proceeds to Liaoning Yisheng in the amount of RMB428.5 million and RMB291.1 million($45.1 million). In the six months ended September 30 of 2021 and 2022, YS Biopharma transfered cash proceeds to Liaoning Yisheng in the amount of RMB291.1 million and nil, respectively. In the future, cash proceeds raised from overseas financing activities may be transferred by YS Biopharma through its subsidiaries outside China to its PRC subsidiaries via capital contribution and shareholder loans, as the case may be. Its PRC subsidiaries will pay dividends to their offshore shareholder to meet the capital needs of YS Biopharma’s business operations out of the PRC. For details about the applicable PRC regulations and rules relating to such cash transfers through YS Group and the associated risks, see the section entitled “Risk Factors — Risks Related to Doing Business in China.”
Cash is transferred among YS Biopharma, its offshore subsidiaries and its PRC subsidiaries, in the following manner: (i) funds are transferred to its PRC subsidiaries from YS Biopharma as needed through YS Biopharma’s subsidiaries outside China in the form of capital contributions or shareholder loans, as the case may be; and (ii) dividends or other distributions may be paid by its PRC subsidiaries to the Company through its subsidiaries outside China. Its subsidiaries in the PRC generate and retain cash generated from operating activities and re-invest it in its business. None of its subsidiaries outside China has made distribution to certain shareholders. In the future, YS Biopharma’s ability to pay dividends, if any, to its shareholders and warrant holders and to service any debt it may incur will depend upon dividends paid by its subsidiaries. In the fiscal year ended March 31, 2021 and 2022 and the six months ended September 30, 2022, YS Group did not transfer any cash proceeds to any of its PRC subsidiaries except for the cash transfers within its Group in connection with the paid-in capital in its PRC subsidiaries. $59,900,000 of the registered capital was paid up by HK Yisheng to Liaoning Yisheng during the fiscal year ended March 31, 2021 and $45,099,071.49 of the registered capital was paid up by HK Yisheng to Liaoning Yisheng during the fiscal year ended March 31, 2022. In the six months ended September 30, 2022, no registered capital was paid up by HK Yisheng to Liaoning Yisheng.
Emerging Growth Company
Upon consummation of the Business Combination, YS Biopharma will be an “emerging growth company” as defined in the JOBS Act. YS Biopharma will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Business Combination, (b) in which YS Biopharma has total annual gross revenue of at least $1.235 billion or (c) in which YS Biopharma is deemed to be a large accelerated filer, which means the market value of the shares of YS Biopharma held by non-affiliates exceeds $700 million as of the last business day of YS Biopharma’s prior second fiscal quarter, YS Biopharma has been subject to Exchange Act reporting requirements for at least 12 calendar months; and filed at least one annual report, and (ii) the date on which YS Biopharma issued more than $1.0 billion in non-convertible debt during the prior three-year period. YS Biopharma intends to take advantage of exemptions from various reporting requirements that are applicable to most other public companies, whether or not they are classified as “emerging growth companies,” including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that YS Biopharma’s independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting and reduced disclosure obligations regarding executive compensation.
In addition, YS Biopharma has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, YS Biopharma, as an emerging growth company, can adopt the new or revised standard at the time private
 
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companies adopt the new or revised standard. This may make comparison of YS Biopharma’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.
YS Biopharma will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Business Combination, (b) in which YS Biopharma has total annual gross revenue of at least $1.235 billion or (c) in which YS Biopharma is deemed to be a large accelerated filer, which means the market value of the shares of YS Biopharma held by non-affiliates exceeds $700 million as of the last business day of YS Biopharma’s prior second fiscal quarter, YS Biopharma has been subject to Exchange Act reporting requirements for at least 12 calendar months; and filed at least one annual report, and (ii) the date on which YS Biopharma issued more than $1.0 billion in non-convertible debt during the prior three-year period.
Foreign Private Issuer
YS Biopharma is a foreign private issuer within the meaning of the rules under the Exchange Act and, as such, YS Biopharma is permitted to follow the corporate governance practices of its home country, the Cayman Islands, in lieu of the corporate governance standards of Nasdaq Stock Market LLC (“Nasdaq”) applicable to U.S. domestic companies. For example, YS Biopharma is not required to have a majority of the board consisting of independent directors nor have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors. YS Biopharma intends to follow its home country’s corporate governance practices as long as it remains a foreign private issuer. As a result, YS Biopharma’s shareholders may not have the same protection afforded to shareholders of U.S. domestic companies that are subject to Nasdaq corporate governance requirements. As a foreign private issuer, YS Biopharma is also subject to reduced disclosure requirements and are exempt from certain provisions of the U.S. securities rules and regulations applicable to U.S. domestic issuers such as the rules regulating solicitation of proxies and certain insider reporting and short-swing profit rules.
Potential Controlled Company
Upon the consummation of the business combination, YS Biopharma may be a “controlled company” within the meaning of the Nasdaq corporate governance rules because it is expected that Mr. Yi Zhang will beneficially control more than 50% of the total voting power of all issued and outstanding YS Biopharma Ordinary Shares through the acting-in-concert arrangement under the Concert Party Agreement immediately following the consummation of the Business Combination, if 75% or more of the Summit Public Shareholders will redeem their Summit Public Shares. See the section entitled “Certain Relationships and Related Person Transactions — YS Group and YS Biopharma Relationships and Related Party Transactions — Concert Party Agreement” for details. As a result, Mr. Yi Zhang will have the ability to exercise significant influence over matters requiring approval by shareholders such as election of directors and other significant corporate actions. Under the Nasdaq corporate governance rules, YS Biopharma may elect not to comply with certain corporate governance rules, including the requirements (1) that a majority of the YS Biopharma’s board of directors must consist of independent directors, (2) YS Biopharma’s director nominees must be selected or recommended to the board of directors solely by independent directors or by a nominations committee that is comprised entirely of independent directors and (3) that the YS Biopharma Board must have a compensation committee that is comprised entirely of independent directors. YS Biopharma does not currently plan to utilize the exemptions available for controlled companies after the completion of the Business Combination, but instead, it intends to rely on the exemption available for foreign private issuers to follow its home country governance practices. As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. For details, see the sections entitled “Risk Factor — Risks Related to Ownership of the YS Biopharma Ordinary Shares — As an exempted company incorporated in the Cayman Islands, YS Biopharma is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq’s corporate governance requirements; these practices may afford less protection to shareholders. If YS Biopharma opts to rely on such exemptions in the future, such decision might afford less protection to holders of YS Biopharma’s ordinary shares” and “Risk Factor —  Risks Related to Ownership of the YS Biopharma Ordinary Shares — The post-combination company may be a ‘controlled company’ within the meaning of the Nasdaq Stock Market listing rules and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.”
 
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SELECTED HISTORICAL FINANCIAL DATA OF SUMMIT
The following tables present the selected historical financial information derived from Summit’s audited financial statements as of December 31, 2021 and for the year ended December 31, 2021 and the period from December 22, 2020 (inception) through December 31, 2020 as well as the unaudited condensed financial statements as of September 30, 2022 and for the nine months ended September 30, 2022, which are included elsewhere in this proxy statement/prospectus.
The financial data set forth below should be read in conjunction with, and is qualified by reference to, “Summit’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes thereto included elsewhere in this proxy statement/prospectus. Summit’s financial statements are prepared and presented in accordance with U.S. GAAP.
For the Nine
Months ended
September 30,
2022
For the Nine
Months ended
September 30,
2021
Year Ended
December 31,
2021
For the
period from
December 22,
2020 (Inception)
through
December 31,
2020
(Unaudited)
Income Statement Data:
Loss from operations
$ (1,225,560) $ (246,868) $ (549,179) $ (3,636)
Other income (expense)
15,777,528 (3,399,399) 3,452
Net income (loss)
$ 14,551,968 $ (3,646,267) $ (545,727) $ (3,636)
Basic and diluted weighted average shares outstanding, Class A ordinary shares
20,000,000 8,205,128 11,178,082
Basic and diluted net income (loss) per
share, Class A ordinary shares subject to
possible redemption
$ 0.57 $ (0.26) $ (0.03) $
Basic and diluted weighted average shares outstanding, Class B ordinary shares
5,750,000 5,750,000 5,750,000 5,750,000
Basic and diluted net income (loss) per share, Class B ordinary shares
$ 0.57 $ (0.26) $ (0.03) $ (0.00)
Cash Flows Data:
Net cash (used in) provided by operating activities
$ (815,101) $ (423,286) $ (613,225) $
Net cash used in investing
activities
$ (200,000,000) (200,000,000) $
Net cash provided by financing activities
$ 201,498,423 201,498,423 $
As of
September 30,
2022
As of
December 31,
2021
(Unaudited)
Balance Sheet Data:
Cash
$ 70,097 $ 885,198
Other current assets
218,545 141,677
Investments held in Trust Account
201,200,243 200,007,275
Total assets
$ 201,488,885 $ 201,034,150
Total liabilities
$ 6,254,766 $ 20,352,001
Class A ordinary shares subject to possible redemption
201,200,243 200,000,000
Total shareholders’ deficit
$ (5,966,124) $ (19,317,851)
 
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SELECTED HISTORICAL FINANCIAL DATA OF YS BIOPHARMA
The following tables present the selected consolidated financial and other data of YS Biopharma and its subsidiaries.
The financial data set forth below should be read in conjunction with, and is qualified by reference to, “YS Biopharma’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included elsewhere in this proxy statement/prospectus. YS Biopharma’s consolidated financial statements are prepared and presented in accordance with U.S. GAAP. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of YS Biopharma following the Business Combination. You should read the following information in conjunction with those financial statements and accompanying notes included elsewhere in this prospectus and “YS Biopharma’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
The selected consolidated statements of operations and other comprehensive loss data for the fiscal years ended March 31, 2021 and 2022 and consolidated statements of financial position data as of March 31, 2021 and 2022 have been derived from the audited consolidated balance sheet of YS Biopharma and its subsidiaries as of March 31, 2021 and 2022, and the related consolidated statements of operations and other comprehensive loss for each of the fiscal years in the two-year period ended March 31, 2022 included elsewhere in this proxy statement/prospectus.
The selected consolidated statements of operations and other comprehensive loss data for the six months ended September 30, 2022 and consolidated statements of financial position data as of September 30, 2022 have been derived from the unaudited consolidated balance sheet of YS Biopharma and its subsidiaries as of September 30, 2022, and the related consolidated statements of operations and other comprehensive loss for the six months ended September 30, 2022, also included elsewhere in this proxy statement/prospectus.
Summary statements of operations and comprehensive loss:
For the Six Months Ended September 30,
For the Fiscal Years Ended March 31,
2021
2022
2022
2021
2022
2022
(RMB)
(RMB)
($)
(RMB)
(RMB)
($)
(Unaudited)
(Unaudited)
(Unaudited)
Revenues 269,433,426 399,534,723 $56,274,081 257,015,929 502,949,894 $ 79,227,166
Cost of revenues
63,599,621 93,700,779 13,197,665 59,656,877 117,066,090 18,440,832
Gross profit
205,833,805 305,833,944 43,076,416 197,359,052 385,883,804 60,786,334
Operating expenses:
Selling
86,265,281 150,228,079 21,159,480 73,485,259 185,999,704 29,299,597
General and administrative
51,664,591 49,587,013 6,984,283 155,334,386 107,620,500 16,952,916
Research and development
124,051,209 123,861,107 17,445,718 94,387,144 211,222,263 33,272,780
Total operating expenses
261,981,081 323,676,199 45,589,481 323,206,789 504,842,467 79,525,293
Loss from operations
(56,147,276) (17,842,255) (2,513,065) (125,847,737) (118,958,663) (18,738,959)
Other income (expenses):
Late fees related to income tax
(112,420) (11,464,741)
Late fees related to taxes other than income tax
(1,396,221) (299,417) (42,173) (7,261,947) (231,231) (36,425)
Late fees related to social security insurance
(7,701,793) (1,852,378) (291,796)
Government grants
19,600,822 22,456,691 3,163,003 3,530,405 23,020,413 3,626,290
Financial expenses, net
(352,694) (14,949,434) (2,105,613) (29,689,927) (2,717,433) (428,064)
Other income (expenses), net
(993,957) 74,675 10,518 4,063,743 (327,987) (51,666)
Total other (expenses) income,
net
16,745,530 7,282,515 1,025,735 (48,524,260) 17,891,384 2,818,339
 
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For the Six Months Ended September 30,
For the Fiscal Years Ended March 31,
2021
2022
2022
2021
2022
2022
(RMB)
(RMB)
($)
(RMB)
(RMB)
($)
(Unaudited)
(Unaudited)
(Unaudited)
Loss before income taxes
(39,401,746) (10,559,740) (1,487,330) (174,371,997) (101,067,279) (15,920,620)
Income tax expense
(5,689,586) (565,625) (79,668) (17,454,245) (4,937,122) (777,720)
Net loss
(45,091,332) (11,125,365) (1,566,998) (191,826,242) (106,004,401) (16,698,340)
Accretion to redemption value of convertible redeemable preferred shares
(65,013,751) (72,083,238) (10,152,855)
(16,610,297)
(130,662,326)
(20,582,579)
Net loss attributable to YS Biopharma Co. Ltd
(110,105,083) (83,208,603) $(11,719,853) (208,436,539) (236,666,727) $(37,280,919)
Net loss
(45,091,332) (11,125,365) $ (1,566,998) (191,826,242) (106,004,401) $(16,698,340)
Other comprehensive income: foreign currency translation
gain
11,321,167 (168,653,952) (23,754,747) 22,455,217 38,864,606 6,122,146
Total comprehensive loss
(33,770,165) (179,779,317) $(25,321,745) (169,371,025) (67,139,795) $(10,576,194)
Loss per share*:
– Basic and Diluted
(0.18) (0.05) $      (0.01) (0.78) (0.43) $      (0.07)
Weighted average number of ordinary shares outstanding*:
– Basic and Diluted
247,311,533 247,141,861 247,141,861 247,311,533 247,311,533 247,311,533
*
Gives retroactive effect to reflect the reorganization in February 2021.
Summary balance sheets:
As of September 30,
As of March 31,
2022
2021
2022
2022
(RMB)
($)
(RMB)
(RMB)
($)
(Unaudited)
(Unaudited)
ASSETS
Current assets
871,552,683 122,757,357 733,204,286 764,764,393 120,469,486
Total non-current assets
676,885,437 95,338,663 433,970,786 676,988,748 106,642,631
Total assets
1,548,438,120 $ 218,096,020 1,167,175,072 1,441,753,141 $ 227,112,117
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT
Current liabilities
575,338,836 81,035,921 345,040,994 475,914,160 74,968,363
Non-current liabilities
315,222,809 44,398,829 45,538,214 294,586,777 46,404,772
Total liabilities
890,561,645 125,434,750 390,579,208 770,500,937 121,373,135