Item 4.02 Non-Reliance on Previously Issued Financial Statements or Related Audit
Report or Completed Interim Report.
In connection with the preparation of its financial statements as of
September 30, 2021, Social Capital Suvretta Holdings Corp. IV (the "Company")
reevaluated the classification of its Class A ordinary shares and concluded that
it is appropriate to restate the presentation of Class A ordinary shares subject
to possible redemption to reflect all 25,000,000 Class A ordinary shares issued
to the public in connection with the Company's initial public offering (the
"Public Shares") as temporary equity. The Company previously recorded the
Class A ordinary shares subject to possible redemption to be equal to the
redemption value of such shares, while also taking into consideration the
requirement in the Company's amended and restated memorandum and articles of
association that redemptions cannot result in net tangible assets falling below
$5,000,001 (the "Minimum Net Tangible Assets Requirement"). The Company had
therefore recorded a portion of the Public Shares as permanent equity. Upon
further evaluation, the Company has determined that the Public Shares include
certain redemption features that are not solely within the control of the
Company. Under Accounting Standards Codification ("ASC") 480-10-S99,
Distinguishing Liabilities from Equity, redemption provisions not solely within
the control of the Company require ordinary shares subject to redemption to be
classified as temporary equity, regardless of the Minimum Net Tangible Assets
Requirement.
Therefore, on November 15, 2021, the Company's management and audit committee of
the board of directors (the "Audit Committee") concluded that the Company's
audited balance sheet as of July 2, 2021, as reported in the Company's Current
Report on Form 8-K filed on July 9, 2021 should be restated to report all Public
Shares as temporary equity. Considering such restatement, such balance sheet, as
well as the relevant portions of any communication which describes or are based
on such balance sheet, should no longer be relied upon. There has been no change
in the Company's total assets, liabilities or operating results as a result of
such restatement.
The Company has reflected such restatement in its Quarterly Report on
Form 10-Q for the quarter-ended September 30, 2021 (the "Quarterly Report"), as
filed with the Securities and Exchange Commission (the "SEC").
The Company's management and Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with
Marcum LLP, the Company's independent registered public accounting firm.
Cautionary Statement Regarding Forward-Looking Statements
This report may include "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical fact included in this report are forward-looking
statements. When used in this report, words such as "anticipate," "believe,"
"estimate," "expect," "intend" and similar expressions, as they relate to the
Company or its management team, identify forward-looking statements. Such
forward-looking statements are based on the beliefs of management, as well as
assumptions made by, and information currently available to, the Company's
management. Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors detailed in the
Company's filings with the SEC. All subsequent written or oral forward-looking
statements attributable to the Company or persons acting on its behalf are
qualified in their entirety by this paragraph. Forward-looking statements are
subject to numerous conditions, many of which are beyond the control of the
Company, including those set forth in the Risk Factors section of the Company's
prospectus for its initial public offering filed with the SEC on July 1, 2021,
as supplemented in the Quarterly Report, and as those may be further amended
and/or supplemented in subsequent filings with the SEC. Copies of such filings
are available on the SEC's website, www.sec.gov. The Company undertakes no
obligation to update these statements for revisions or changes after the date of
this report, except as required by law.
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