| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On September 2, 2022, Social Capital Suvretta Holdings Corp. IV (the “Company”) was notified by the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company was not in compliance with the audit committee composition requirements set forth in Nasdaq Listing Rule 5605 (the “Rule”), due to the previously disclosed departure of a member of the Company’s board of directors (the “Board”) and audit committee. The Staff notified the Company that it will provide the Company a cure period to regain compliance with the Rule by the earlier of the Company’s next annual shareholders’ meeting or August 4, 2023 (or, if the Company’s next annual shareholders’ meeting is held before January 31, 2023, then no later than January 31, 2023).
As a result of the appointment of William J. Newell to the Board and the audit committee of the Board, as described in Item 5.02 of this Current Report on Form 8-K, the Company has regained compliance with the audit committee composition requirements set forth in the Rule.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 7, 2022, William J. Newell was appointed to the Board. Effective September 7, 2022, Mr. Newell 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. Newell is an independent director under applicable Securities and Exchange Commission and Nasdaq Capital Market rules.
In connection with the appointment of Mr. Newell, the Company entered into the following agreements:
| | • | | A Letter Agreement, dated September 7, 2022 (the “Letter Agreement”), between the Company and William J. Newell, pursuant to which Mr. Newell 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 7, 2022 (the “Indemnity Agreement”), between the Company and William J. Newell, providing Mr. Newell 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 7, 2022 (the “Restricted Stock Unit Award Agreement”), between the Company and William J. Newell, providing for the grant of 30,000 restricted stock units (“RSUs”) to Mr. Newell, 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 the 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 the 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. Newell for reasonable out-of-pocket expenses incurred in connection with fulfilling his role as a director. Other than the foregoing, Mr. Newell 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.
