Item 1.01 Entry into a Material Definitive Agreement.
On July 2, 2021, Social Capital Suvretta Holdings Corp. II (the "Company")
consummated its initial public offering (the "IPO") of 25,000,000 Class A
ordinary shares of the Company, par value $0.0001 per share (each, an "Ordinary
Share", and the Ordinary Shares sold in the IPO, the "Public Shares"), including
the issuance of 3,000,000 Public Shares as a result of the underwriters' partial
exercise of their over-allotment option, at a price of $10.00 per Public Share,
generating gross proceeds (before underwriting discounts and commissions and
offering expenses) to the Company of $250,000,000.
In connection with the IPO, the Company entered into the following agreements,
the forms of which were previously filed as exhibits to the Company's
registration statement on Form S-1 (File No. 333-256724):
• An Underwriting Agreement, dated as of June 29, 2021, between the Company
and Morgan Stanley & Co. LLC, attached hereto as Exhibit 1.1;
• A Letter Agreement, dated as of June 29, 2021, among the Company, the
Company's sponsor, SCS Sponsor II LLC (the "Sponsor") and the Company's
officers and directors, attached hereto as Exhibit 10.1;
• An Investment Management Trust Agreement, dated as of June 29, 2021,
between the Company and Continental Stock Transfer & Trust Company, as
trustee, attached hereto as Exhibit 10.2;
• A Registration Rights Agreement, dated as of June 29, 2021, among the
Company, the Sponsor and certain other security holders named therein,
attached hereto as Exhibit 10.3;
• An Administrative Services Agreement, dated as of June 29, 2021, between
the Company and Social + Capital Partnership, LLC, attached hereto as
Exhibit 10.4;
• A Private Placement Shares Purchase Agreement, dated as of June 29, 2021,
between the Company and the Sponsor, attached hereto as Exhibit 10.5; and
• Indemnity Agreements, each dated June 29, 2021, between the Company and
each of its officers and directors, substantially in the form attached
hereto as Exhibit 10.6.
Item 3.02 Unregistered Sales of Equity Securities.
Substantially concurrently with the closing of the IPO, the Company completed
the private sale of 640,000 Ordinary Shares (the "Private Placement Shares") at
a price of $10.00 per Private Placement Share to the Sponsor, generating gross
proceeds to the Company of $6,400,000. The Private Placement Shares are
identical to the Ordinary Shares sold in the IPO except that (1) they are not,
subject to certain limited exceptions, transferable, assignable or salable until
30 days after the completion of the Company's initial business combination;
(2) the holders of the Private Placement Shares are entitled to certain
registration rights; and (3) if the Company does not complete its initial
business combination within 24 months from the closing of the IPO (subject to
certain extensions), the proceeds from the sale of the Private Placement Shares
held in the Trust Account (as defined below) will be used to fund the redemption
of the Public Shares (subject to the requirements of applicable law) and the
Private Placement Shares will be worthless. The issuance of the Private
Placement Shares was made pursuant to the exemption from registration contained
in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June 29, 2021, in connection with the IPO, Sapna Srivastava was appointed to
the board of directors of the Company (the "Board"). Ms. Srivastava serves as
chairman of the audit committee, the compensation committee and the nominating
and corporate governance committee of the Board. In June 2021, the Sponsor
transferred 30,000 Class B ordinary shares of the Company, par value $0.0001 per
share, to Ms. Srivastava. The Company will reimburse Ms. Srivastava for
reasonable out-of-pocket expenses incurred in connection with fulfilling her
role as a director. Other than the foregoing, Ms. Srivastava is not party to any
arrangement or understanding with any person pursuant to which she was appointed
as a director, nor is she party to any transactions required to be disclosed
under Item 404(a) of Regulation S-K involving the Company.
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Item 5.03 Amendments to Memorandum and Articles of Association.
On June 29, 2021, the Company adopted its Amended and Restated Memorandum and
Articles of Association. The Amended and Restated Memorandum and Articles of
Association is attached as Exhibit 3.1 hereto and is incorporated by reference
herein.
Item 8.01 Other Events.
A total of $250,000,000, comprised of proceeds from the IPO and the sale of the
Private Placement Shares, was placed in a U.S.-based trust account (the "Trust
Account") at JP Morgan Chase Bank, N.A., maintained by Continental Stock
Transfer & Trust Company, acting as trustee. Except with respect to interest
earned on the funds held in the Trust Account that may be released to the
Company to pay its taxes, if any, the funds held in the Trust Account will not
be released from the Trust Account until the earliest to occur of: (1) the
completion of the Company's initial business combination; (2) the redemption of
any Public Shares properly submitted in connection with a shareholder vote to
amend the Company's amended and restated memorandum and articles of association
(A) to modify the substance or timing of the Company's obligation to allow
redemption in connection with its initial business combination or to redeem 100%
of the Public Shares if the Company does not complete its initial business
combination within 24 months from the closing of the IPO or (B) with respect to
any other material provisions relating to shareholders' rights or pre-initial
business combination activity; and (3) the redemption of the Public Shares if
the Company has not completed its initial business combination within 24 months
from the closing of the IPO or during any applicable extension period, subject
to applicable law.
On June 30, 2021, the Company issued a press release, a copy of which is
attached as Exhibit 99.1 hereto, announcing the pricing of the IPO.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
1.1 Underwriting Agreement, dated as of June 29, 2021, between the
Company and Morgan Stanley & Co. LLC.
3.1 Amended and Restated Memorandum and Articles of Association of the
Company.
10.1 Letter Agreement, dated as of June 29, 2021, among the Company, the
Sponsor and the Company's officers and directors.
10.2 Investment Management Trust Agreement, dated as of June 29, 2021,
between the Company and Continental Stock Transfer & Trust Company, as
trustee.
10.3 Registration Rights Agreement, dated as of June 29, 2021, among the
Company and certain other security holders named therein.
10.4 Administrative Services Agreement, dated as of June 29, 2021,
between the Company and Social + Capital Partnership, LLC.
10.5 Private Placement Shares Purchase Agreement, dated as of June 29,
2021, between the Company and the Sponsor.
10.6 Form of Indemnity Agreement, dated June 29, 2021, between the
Company and each of its officers and directors.
99.1 Press Release, dated June 30, 2021.
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