| 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.
