Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On September 24, 2021, Sean P. Nolan was appointed to the board of directors (the "Board") of Social Capital Suvretta Holdings Corp. II (the "Company"), effective immediately. Effective September 24, 2021, Mr. Nolan was also appointed to the audit committee, the compensation committee and the nominating and corporate governance committee of the Board. The Board has determined that Mr. Nolan is an independent director under applicable Securities and Exchange Commission and Nasdaq Capital Market rules.

In connection with the appointment of Mr. Nolan, the Company entered into the following agreements:





    •     A Letter Agreement, dated September 24, 2021 (the "Letter Agreement"),
          between the Company and Mr. Nolan, pursuant to which Mr. Nolan has agreed
          to: vote any ordinary shares of the Company held by him in favor of the
          Company's initial business combination; facilitate the liquidation and
          winding up of the Company if an initial business combination is not
          consummated within the time period required by the Company's amended and
          restated memorandum and articles of association; and certain transfer
          restrictions with respect to the Company's securities.




    •     An Indemnity Agreement, dated September 24, 2021 (the "Indemnity
          Agreement"), between the Company and Mr. Nolan, providing Mr. Nolan
          contractual indemnification in addition to the indemnification provided
          for in the Company's amended and restated memorandum and articles of
          association.




    •     A Director Restricted Stock Unit Award Agreement, dated September 24,
          2021 (the "Restricted Stock Unit Award Agreement"), between the Company
          and Mr. Nolan, providing for the grant of 30,000 restricted stock units
          ("RSUs") to Mr. Nolan, which grant is contingent on (i) the Company's
          consummation of an initial business combination and (ii) a shareholder
          approved equity plan. The RSUs will vest upon the consummation of such
          initial business combination (the "Vesting Date") and represent 30,000
          Class A ordinary shares (or, following a domestication by the Company as
          a Delaware corporation, shares of common stock) of the Company that will
          settle on a date determined in the sole discretion of the Company that
          shall occur between the Vesting Date and March 15 of the year following
          the year in which vesting occurs.

The foregoing descriptions of the Letter Agreement, the Indemnity Agreement and Restricted Stock Unit Award Agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement, the Indemnity Agreement and Restricted Stock Unit Award Agreement, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.

The Company will reimburse Mr. Nolan for reasonable out-of-pocket expenses incurred in connection with fulfilling his role as a director. Other than the foregoing, Mr. Nolan is not party to any arrangement or understanding with any person pursuant to which he was appointed as a director, nor is he party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

Effective September 24, 2021, Chamath Palihapitiya resigned from his position as a member of the audit committee of the Board.

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Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.                                    Description

10.1          Letter Agreement, dated September 24, 2021, between the Company and
            Mr. Nolan.

10.2          Indemnity Agreement, dated September 24, 2021, between the Company
            and Mr. Nolan.

10.3          Director Restricted Stock Unit Award Agreement, dated September 24,
            2021, between the Company and Mr. Nolan.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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