10-K 1 brhc10022395_10k.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-38972

SC Health Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

108 Robinson Road #10-00

Singapore 068900		068900
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +65 6438 1080

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer☐

Accelerated filer☐

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 pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☒ Yes ☐ No

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, was $174,397,500.

As of March 30, 2021, 17,250,000 Class A ordinary shares, $0.0001 par value, and 5,562,500 Class B ordinary shares, $0.00008 par value, were issued and outstanding.

TABLE OF CONTENTS

PART I			4
	Item 1.	Business.	4
	Item 1A.	Risk Factors.	16
	Item 1B.	Unresolved Staff Comments.	48
	Item 2.	Properties.	49
	Item 3.	Legal Proceedings.	49
	Item 4.	Mine Safety Disclosures	49

PART II			50
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuers Purchases of Equity Securities.	50
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	51
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	54
	Item 8.	Consolidated Financial Statements and Supplementary Data.	54
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	54
	Item 9A.	Controls and Procedures.	54
	Item 9B.	Other Information.	56

PART III			57
	Item 10.	Directors, Executive Officers and Corporate Governance.	57
	Item 11.	Executive Compensation.	62
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	63
	Item 13.	Certain Relationships and Related Transactions, and Director Independence.	64
	Item 14.	Principal Accounting Fees and Services.	66

PART IV			67
	Item 15.	Exhibits and Financial Statement Schedules.	67
	Item 16.	Form 10-K Summary.	69

SIGNATURES			70

Name	Age	Position
David Sin	42	Chairman
AJ Coloma	40	Chief Executive Officer and Director
Eric Teo	42	Chief Financial Officer
Lim Cheok Peng	74	Director
Frank Lavin	63	Director
Suresh Marimuthu	53	Director

	Class A Ordinary Shares					Class B Ordinary Shares₍₂₎
Name of Beneficial Owner₍₁₎	Number of Shares Beneficially Owned		Approximate Percentage of Class			Number of Shares Beneficially Owned		Approximate Percentage of Class			Approximate Percentage of Outstanding Ordinary Shares
SC Health Holdings Limited (our Sponsor)₍₃₎		-		-			5,487,500		98.7	%		24.1	%
David Sin₍₃₎		-		-			5,487,500		98.7	%		24.1	%
AJ Coloma		-		-			-		-			-
Hwei Lynn Lau		-		-			-		-			-
Eric Teo		-		-			-		-			-
Lim Cheok Peng		-		-			25,000		*			*
Frank Lavin		-		-			25,000		*			*
Suresh Marimuthu		-		-			25,000		*			*
Glazer Capital, LLC₍₄₎		2,200,048		12.8	%		-		-			9.6	%
Hudson Bay Capital Management LP₍₅₎		1,283,210		7.4	%		-		-			5.6	%
Perceptive Advisors LLC₍₆₎		1,000,000		5.8	%		-		-			4.4	%
Polar Asset Management Partners Inc.₍₇₎		891,391		5.2	%		-		-			3.9	%
HGC Investment Management Inc.₍₈₎		871,049		5.0	%		-		-			3.8	%
All executive officers and directors as a group (6 individuals)		-		-			5,562,500		100	%		24.4	%

	Page
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets	F-2
Statements of Operations	F-3
Statements of Changes in Shareholders’ Equity	F-4
Statements of Cash Flows	F-5
Notes to Financial Statements	F-6

Exhibit number	Description of exhibit
3.1	Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on July 17, 2019 (File No.001-38972)).

4.1	Warrant Agreement, dated July 11, 2019, among the Company, AST and our Sponsor (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on July 17, 2019 (File No. 001-38972)).

4.2	Form of Specimen Ordinary Share Certificate. (incorporated by reference to Exhibit 4.2 to the amendment to the Company’s Form S-1, filed on July 8, 2019 (File No. 001-38972)).

4.3	Form of Specimen Warrant Certificate. (incorporated by reference to Exhibit 4.3 to the amendment to the Company’s Form S-1, filed on July 8, 2019 (File No. 001-38972)).

4.4	Description of Registrant’s Securities. (incorporated by reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K, filed on March 23, 2020 (File No. 001-38972)).

10.1	Letter Agreement, dated July 11, 2019, among the Company, our Sponsor and each of the directors and executive officers of the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on July 17, 2019 (File No. 001-38972)).

10.2	Investment Management Trust Agreement, dated July 11, 2019, between the Company and AST, as trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on July 17, 2019 (File No. 001-38972)).

10.3	Registration Rights Agreement, dated July 11, 2019, among the Company, our Sponsor and the Holders (as defined therein) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on July 17, 2019 (File No. 001-38972)).

10.4	Private Placement Warrants Purchase Agreement, dated July 11, 2019, between the Company and our Sponsor (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on July 17, 2019 (File No. 001-38972)).

10.5	Indemnity Agreement, dated July 11, 2019, between the Company and David Sin (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed on July 17, 2019 (File No. 001-38972)).

10.6	Indemnity Agreement, dated July 11, 2019, between the Company and Angelo John Coloma (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed on July17, 2019 (File No. 001-38972)).

10.7	Indemnity Agreement, dated July 11, 2019, between the Company and Lim Cheok Peng (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed on July 17, 2019 (File No. 001-38972)).

10.8	Indemnity Agreement, dated July 11, 2019, between the Company and Frank Lavin (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K, filed on July 17, 2019 (File No. 001-38972)).

10.9	Indemnity Agreement, dated July 11, 2019, between the Company and Suresh Marimuthu (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K, filed on July17, 2019 (File No. 001-38972)).

10.10	Administrative Services Agreement, dated July 11, 2019, between the Company and SIN Capital Group Pte. Ltd. (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K, filed on July 17, 2019 (File No. 001-38972)).

10.11	Forward Purchase Agreement, dated July 11, 2019, between the Company and SC Health Group Limited, a Cayman Islands exempted company (incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K, filed on July 17, 2019 (File No. 001-38972)).

10.12	Escrow Agreement, dated July 11, 2019, among the Company, AST, as escrow agent, and our Sponsor (incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K, filed on July 17, 2019 (File No. 001-38972)).

14	Form of Code of Business Conduct Ethics (incorporated by reference to Exhibit 14 to the amendment to the Company’s Form S-1, filed on July 8, 2019 (File No. 001-38972)).

31.1*	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*	XBRL Instance Document.

101.SCH*	XBRL Taxonomy Extension Schema.

101.CAL*	XBRL Taxonomy Extension Calculation Linkbase.

101.DEF*	XBRL Taxonomy Extension Definition Linkbase.

101.LAB*	XBRL Taxonomy Extension Label Linkbase.

101.PRE*	XBRL Taxonomy Extension Presentation Linkbase.

Signature	Title	Date

/s/ David Sin	Chairman	March 30, 2021
David Sin

/s/ Angelo John Coloma	Chief Executive Officer	March 30, 2021
Angelo John Coloma

/s/ Eric Teo	Chief Financial Officer	March 30, 2021
Eric Teo

/s/ Lim Cheok Peng	Director	March 30, 2021
Lim Cheok Peng

/s/ Frank Lavin	Director	March 30, 2021
Frank Lavin

/s/ Suresh Marimuthu	Director	March 30, 2021
Suresh Marimuthu

Report of Independent Registered Public Accounting Firm	F-1
Financial Statements:
Balance Sheets	F-2
Statements of Operations	F-3
Statements of Changes in Shareholders’ Equity	F-4
Statements of Cash Flows	F-5
Notes to Financial Statements	F-6 to F-18

	December 31,
	2020			2019

ASSETS
Current Assets
Cash	$	124,878		$	772,413
Prepaid expenses		122,067			123,658
Total Current Assets		246,945			896,071

Marketable securities held in Trust Account		174,542,012			173,897,911
TOTAL ASSETS	$	174,788,957		$	174,793,982

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Account payable and accrued expenses	$	1,037,048		$	50,115
Accrued offering costs		167			167
Promissory note – related party		100,000			—
Total Current Liabilities		1,137,215			50,282

Deferred underwriting fee payable		6,037,500			6,037,500
Total Liabilities		7,174,715			6,087,782

Commitments and Contingencies (Note 5)

Class A ordinary shares subject to possible redemption, 16,261,424 and 16,370,619 shares at $10.00 per share as of December 30, 2020 and 2019, respectively		162,614,240			163,706,190

Shareholders’ Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 180,000,000 shares authorized; 988,576 and 879,381 shares issued and outstanding (excluding 16,261,424 and 16,370,619 shares subject to possible redemption) as of December 31, 2020 and 2019, respectively		99			88
Class B ordinary shares, $0.00008 par value; 25,000,000 shares authorized; 5,562,500 shares issued and outstanding as of December 31, 2020 and 2019		445			445
Additional paid-in capital		5,135,809			4,043,870
(Accumulated deficit) Retained earnings		(136,351	)		955,607
Total Shareholders’ Equity		5,000,002			5,000,010
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	174,788,957		$	174,793,982

	Year Ended December 31,
	2020			2019

Operating costs	$	1,736,059		$	439,804
Loss from operations		(1,736,059	)		(439,804	)

Other income:
Interest earned on investments held in Trust Account		644,101			1,397,911

Net (loss) income	$	(1,091,958	)	$	958,107

Weighted average shares outstanding of Class A redeemable ordinary shares		17,250,000			17,010,355
Basic and diluted net income per share, Class A	$	0.04		$	0.08

Weighted average shares outstanding of Class B non-redeemable ordinary shares		5,562,500			4,911,815
Basic and diluted net loss per share, Class B	$	(0.31	)	$	(0.09	)

	Class A Ordinary Shares						Class B Ordinary Shares				Additional Paid-in			(Accumulated Deficit) Retained			Total Shareholders’
	Shares			Amount			Shares		Amount		Capital			Earnings			Equity
Balance – January 1, 2019		—		$	—			4,312,500	$	345	$	24,655		$	(2,500	)	$	22,500

Issuance of Class B ordinary shares to Sponsor		—			—			1,250,000		100		(100	)		—			—

Sale of 17,250,000 Units, net of underwriting discounts and offering costs		17,250,000			1,725			—		—		162,273,868			—			162,275,593

Sale of 5,450,000 Private Placement Warrants		—			—			—		—		5,450,000			—			5,450,000

Class A ordinary shares subject to possible redemption		(16,370,619	)		(1,637	)		—		—		(163,704,553	)		—			(163,706,190	)

Net income		—			—			—		—		—			958,107			958,107
Balance – December 31, 2019		879,381			88			5,562,500		445		4,043,870			955,607			5,000,010

Change in value of Class A ordinary shares subject to possible redemption		109,195			11			—		—		1,091,939			—

SEC Form 10-K filed by SC Health Corporation