We are a blank check company incorporated on December 10, 2018 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
On July 16, 2019, we consummated the IPO of 15,000,000 units. Each “unit” consists of one Class A Share, and one-half of one redeemable warrant of SC Health (the “Warrants”). Each whole Warrant entitles the holder thereof to purchase one Class A Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to SC Health of $150,000,000.
Simultaneously with the consummation of the IPO, we completed the private sale of 5,000,000 warrants (the “private placement warrants”) to our Sponsor at a purchase price of $1.00 per private placement warrant, generating gross proceeds to SC Health of $5,000,000. The private placement warrants are substantially identical to the warrants sold as part of the units in the IPO, except that our Sponsor has agreed not to transfer, assign or sell any of the private placement warrants (except to certain permitted transferees) until 30 days after the completion of our initial business combination. The private placement warrants are also not redeemable by us so long as they are held by our Sponsor or its permitted transferees, and they may be exercised by our Sponsor and its permitted transferees on a cashless basis.
On August 2, 2019, we consummated the closing of the sale of 2,250,000 additional units at the price of $10.00 per unit upon receiving the underwriters’ election to fully exercise their over-allotment option, generating additional gross proceeds of $22,500,000 to us. As used herein, “IPO” includes the consummation of the sale of the shares in connection with the underwriters’ exercise of their over-allotment option. Simultaneously with the exercise of the over-allotment, we completed the private sale of an additional 450,000 private placement warrants to our Sponsor, generating gross proceeds of $450,000 to us.
Prior to the consummation of the IPO, on December 28, 2018, the Sponsor purchased an aggregate of 3,450,000 of our Class B ordinary shares (the “founder shares”), for an aggregate purchase price of $25,000. On February 8, 2019, we completed a sub-division of our Class B ordinary shares, pursuant to which the founder shares were sub-divided into 4,312,500 shares with a par value of $0.00008 per share. On July 9, 2019, we issued 1,250,000 founder shares to the Sponsor in connection with a forward purchase agreement (as described below) for par value, or $100, resulting in a total of 5,562,500 founder shares issued and outstanding, of which an aggregate of up to 562,500 shares were subject to forfeiture to the extent that the underwriters did not exercise their over-allotment option. As a result of the underwriters’ election to fully exercise their over-allotment option, such founder shares are no longer subject to forfeiture.
Prior to the IPO, we entered into a forward purchase agreement pursuant to which SC Health Group Limited, a Cayman Islands exempted company, agreed to subscribe for an aggregate of 5,000,000 Class A ordinary shares (the “forward purchase shares”) plus 1,250,000 redeemable warrants (the “forward purchase warrants” and, together with the forward purchase shares, the “forward purchase securities”) for a purchase price of $10.00 per Class A Share and accompanying fraction of a warrant, or $50,000,000 in the aggregate, in a private placement to close concurrently with the closing of our initial business combination. The forward purchase warrants have the same terms as the Warrants.
The obligations under the forward purchase agreement do not depend on whether any Class A Shares are redeemed by SC Health’s public shareholders.
A total of $172,500,000 from the proceeds SC Health received from the IPO and the sale of the private placement warrants was placed in a segregated Trust Account located in the United States at Deutsche Bank Trust Company Americas, with American Stock Transfer & Trust Company acting as trustee. The amounts held in the Trust Account are invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations.
As of December [•], 2020, there was approximately $[•] in investments held in the Trust Account and approximately $[•] of cash held outside the Trust Account.
Our Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include ownership of founder shares and warrants that may