S-1/A 1 s002753x7_s1a.htm S-1/A

As filed with the U.S. Securities and Exchange Commission on July 9, 2019.

Registration No. 333-232240

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

AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SC Health Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands
6770
N/A
(State or Other Jurisdiction of
Incorporation or Organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)

108 Robinson Road #10-00
Singapore 068900
Tel: +65 6438 1080

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Puglisi & Associates
850 Liberty Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Paul D. Tropp, Esq.
Christopher J. Capuzzi, Esq.
Ropes & Gray LLP
1211 Avenue of the Americas
New York, New York 10036
(212) 596-9000
Rolf Lindsay
Andrew Barker
Walkers
190 Elgin Avenue
George Town, Grand Cayman KY1-9001
Cayman Islands
(345) 949-0100
Harald Halbhuber, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
(212) 848-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

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. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) 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. o

If this form is a post-effective amendment filed 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 statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of ’large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o
Accelerated filer o
Non-accelerated filer ☒
Smaller reporting company ☒
 
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 to Section 7(a)(2)(B) of the Securities Act. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Security Being
Registered
Amount Being
Registered
Proposed
Maximum Offering
Price Per Security(1)
Proposed Maximum
Aggregate Offering
Price(1)
Amount of
Registration Fee(5)
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one half of one warrant(2)
17,250,000 Units
$
10.00
 
$
172,500,000
 
$
20,907
 
Class A ordinary shares included as part of the units(3)
17,250,000 Shares
 
 
 
 
 
(4) 
Warrants included as part of the units(3)
8,625,000 Warrants
 
 
 
 
 
(4)
Total
 
 
 
 
$
172,500,000
 
$
20,907
 

(1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended, or the Securities Act.
(2)Includes 2,250,000 units, consisting of 2,250,000 Class A ordinary shares and 1,125,000 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
(3)Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share capitalizations or similar transactions.
(4)No fee pursuant to Rule 457(g) under the Securities Act.
(5)Previously paid.

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.

EXPLANATORY NOTE

SC Health Corporation is filing this Amendment No. 2 to its registration statement on Form S-1 (File No. 333-232240) to file exhibits to the Registration Statement as indicated in Item 16 in the index to exhibits and to update Item 15. Accordingly, this Amendment consists only of the facing page, this explanatory note, Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.Other Expenses of Issuance and Distribution.

The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:

SEC expenses
$
20,907
 
FINRA expenses
 
26,375
 
Accounting fees and expenses
 
50,000
 
Printing and engraving expenses
 
45,000
 
Travel and road show expenses
 
25,000
 
Legal fees and expenses
 
550,000
 
Listing and filing fees
 
85,000
 
Director & Officers liability insurance premiums(1)
 
100,000
 
Miscellaneous
 
97,718
 
Total
$
1,000,000
 
(1)This amount represents the approximate amount of annual director and officer liability insurance premiums the registrant anticipates paying following the completion of its initial public offering and until it completes a business combination.
Item 14.Indemnification of Directors and Officers.

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We may purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 15.Recent Sales of Unregistered Securities.

On December 28, 2018, SC Health Holdings Limited, our sponsor, purchased an aggregate of 3,450,000 of our Class B ordinary shares and on February 8, 2019 we effected a share capital sub-division (in respect of the Class B ordinary shares) so that there were 4,312,500 Class B ordinary shares outstanding (up to 562,500 of which are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised) in exchange for a capital contribution of $25,000, or approximately $0.006 per share. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

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Our sponsor has committed, pursuant to separate written agreements, to purchase an aggregate of 5,000,000 private placement warrants (or 5,450,000 if the underwriters’ over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant ($5,000,000 in the aggregate or $5,450,000 if the underwriters’ over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. These issuances will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

In connection with this offering, we will enter into a forward purchase agreement pursuant to which the forward purchase investor will agree to purchase an aggregate of 5,000,000 Class A ordinary shares, plus an aggregate of 1,250,000 redeemable warrants, for an aggregate purchase price of $50,000,000 in a private placement to close concurrently with our initial business combination.

No underwriting discounts or commissions were paid with respect to such sales.

Item 16.Exhibits and Financial Statement Schedules.
(a) Exhibits
Exhibit No.
Description
Form of Underwriting Agreement.
Memorandum and Articles of Association.*
Amended and Restated Memorandum and Articles of Association.
Form of Specimen Unit Certificate.*
Form of Specimen Ordinary Share Certificate.*
Form of Specimen Warrant Certificate.*
Form of Warrant Agreement among American Stock Transfer & Trust Company, LLC, SC Health Holdings Limited and the Registrant.*
Opinion of Ropes & Gray LLP, Counsel to the Registrant.
Opinion of Walkers, Cayman Islands Counsel to the Registrant.
Form of Letter Agreement among the Registrant, SC Health Holdings Limited and each of the directors and executive officers of the Registrant.*
Form of Investment Management Trust Agreement between American Stock Transfer & Trust Company, LLC and the Registrant.*
Form of Registration Rights Agreement among the Registrant, SC Health Holdings Limited and the Holders signatory thereto.*
Form of Private Placement Warrants Purchase Agreement between the Registrant and the Holders signatory thereto.*
Form of Indemnity Agreement for directors and officers of the Registrant.*
Promissory Note, dated January 7, 2019, issued to SC Health Holdings Limited.*
Securities Subscription Agreement, dated December 28, 2018, between SC Health Holdings Limited and the Registrant.*
Form of Administrative Services Agreement between the Registrant and SIN Capital Group Pte. Ltd.*
Form of Forward Purchase Agreement.*
Form of Escrow Agreement among the Registrant, American Stock Transfer & Trust Company, LLC and SC Health Holdings Limited.*
Form of Code of Business Conduct and Ethics.*
Consent of WithumSmith+Brown, PC.*
Consent of Ropes & Gray LLP (included on Exhibit 5.1).
Consent of Walkers (included on Exhibit 5.2).
Power of Attorney.*
Consent of Lim Cheok Peng.*
Consent of Frank Lavin.*
Consent of Suresh Marimuthu.*
Consent of Angelo John Coloma.*
*Previously filed.

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Item 17.Undertakings.
(a)The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
(b)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(c)The undersigned registrant hereby undertakes that:
(1)For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2)For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore on the 9th day of July, 2019.

 
SC Health Corporation
 
 
 
 
By:
/s/ Angelo John Coloma
 
 
Name: Angelo John Coloma
 
 
Title: Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Name
Position
Date
*
Chairman
July 9, 2019
David Sin
/s/ Angelo John Coloma
Chief Executive Officer
(principal executive officer)
July 9, 2019
Angelo John Coloma
 
*
Chief Financial Officer
(principal financial and accounting officer)
July 9, 2019
Hwei Lynn Lau
 
*By:
/s/ Angelo John Coloma
 
 
Angelo John Coloma
 
 
Attorney-in-fact
 

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AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of SC Health Corporation, in Newark, Delaware, on the 9th day of July, 2019.

 
/s/ Donald J. Puglisi
 
Name: Donald J. Puglisi
 
Title: Authorized Representative

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