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

FORM 8-K
 

 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): August 30, 2019
 

 
SC Health Corporation
(Exact name of registrant as specified in its charter)
 


Cayman Islands
001-38972
N/A
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

108 Robinson Road #10-00
Singapore
 
068900
(Address of principal executive offices)
 
(Zip Code)
 
+65 6438 1080
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
 
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one half of one warrant
 
SCPE.U
 
New York Stock Exchange LLC
 
Class A ordinary shares, par value $0.0001 per share
 
SCPE
 
New York Stock Exchange LLC
 
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
 
SCPE WS
 
New York Stock Exchange LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☒
 
If an emerging growth company, 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 13(a) of the Exchange Act. ☐



Item 8.01
Other Events.

As previously reported on Current Reports on Form 8-K, filed on July 22, 2019 and August 8, 2019, SC Health Corporation, a Cayman Islands exempted company (the “Company”), consummated its initial public offering (“IPO”) of an aggregate of 17,250,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Ordinary Shares”), and one-half of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of approximately $172,500,000.
 
On August 30, 2019, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Units may elect to separately trade Class A Ordinary Shares and Warrants comprising the Units commencing on September 3, 2019. Those Units not separated will continue to trade on the New York Stock Exchange under the symbol “SCPE.U,” and the Class A Ordinary Shares and Warrants that are separated will trade on the New York Stock Exchange under the symbols “SCPE” and “SCPE WS,” respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of the Units will need to have their brokers contact American Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants.

Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits.

Exhibit
No.
 
Description
     
 
Press Release dated August 30, 2019.


SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
SC Health Corporation
   
Date: August 30, 2019
By:
/s/ Angelo John Coloma
 
Name:
Angelo John Coloma
 
Title:
Chief Executive Officer




Exhibit 99.1


SC Health Corporation Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing September 3, 2019

August 30, 2019 05:00 AM Eastern Daylight Time

SINGAPORE--(BUSINESS WIRE)—SC Health Corporation (NYSE:SCPE.U) (the “Company” or “SC Health”) announced that, commencing September 3, 2019, holders of the units sold in the Company’s initial public offering of 17,250,000 units may elect to separately trade the Class A ordinary shares and warrants included in the units. The Class A ordinary shares and warrants that are separated will trade on the New York Stock Exchange under the symbols “SCPE” and “SCPE WS,” respectively. No fractional warrants will be issued upon the separation of the units and only whole warrants will trade. Units that are not separated will continue to trade on the New York Stock Exchange under the symbol “SPCE.U.” Holders of units will need to have their brokers contact American Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering was made only by means of a prospectus, copies of which may be obtained by contacting Credit Suisse Securities (USA) LLC (Address: Credit Suisse Securities (USA) LLC, Prospectus Department, Eleven Madison Avenue, New York, NY 10010; Tel: (800) 221-1037; Email: newyork.prospectus@credit-suisse.com).

About SC Health Corporation

SC Health is a special purpose acquisition company formed by SC Health Group Limited, an affiliate of SIN Capital Group Pte. Ltd. (“SINCap”), for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. SINCap is a Pan-Asia multi-asset professional investment firm with a differentiated investment approach centered around several key tenets: a long-term investment horizon and close partnership with management; building platforms in under-invested but high growth industries; and employing an ‘‘Investor-Operator’’ model focused on comprehensive operational value-add.

Cautionary Note Concerning Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the timing of the separation of the units sold in the Company’s initial public offering. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of SC Health, including those set forth in the Risk Factors section of SC Health’s registration statement and prospectus for SC Health’s initial public offering filed with the Securities and Exchange Commission (“SEC”). Copies are available on the SEC’s website, www.sec.gov. SC Health undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contacts

Lynn Lau, Chief Financial Officer
contact@schealthcorp.com