DNAB / Social Capital Suvretta Holdings Corp II - Class A - SEC-Einreichungen, Jahresbericht, Proxy Statement

KY:DNAB / Social Capital Suvretta Holdings Corp II / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Social Capital Suvretta Holdings Corp. II (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G8253U103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this St

KY:DNAB / Social Capital Suvretta Holdings Corp II / Vivaldi Asset Management, LLC - DNAB 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Social Capital Suvretta Holdings Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G8253U103 (CUSIP Number) July 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40559 Social Capital Suvretta Holdings Corp. II (Exact name of re

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2023 SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Commission file number: 001-40559 Cayman Islands 98-1586137 (State of inc

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2023 SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Commission file number: 001-40559 Cayman Islands 98-1586137 (State of inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2023 SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Commission file number: 001-40559 Cayman Islands 98-1586137 (State of in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40559

KY:DNAB / Social Capital Suvretta Holdings Corp II / Vivaldi Asset Management, LLC - DNAB 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Social Capital Suvretta Holdings Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G8253U103 (CUSIP Number) January 31, 2023 (Date of Event which Requires Filing of this Statement) Check the a

KY:DNAB / Social Capital Suvretta Holdings Corp II / ARISTEIA CAPITAL LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

KY:DNAB / Social Capital Suvretta Holdings Corp II / Sculptor Capital LP - SC 13G/A Passive Investment

SC 13G/A 1 d461172dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Social Capital Suvretta Holdings Corp II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G8253U103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires

KY:DNAB / Social Capital Suvretta Holdings Corp II / Vivaldi Asset Management, LLC - DNAB 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Social Capital Suvretta Holdings Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G8253U103 (CUSIP Number) January 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:0

KY:DNAB / Social Capital Suvretta Holdings Corp II / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Social Capital Suvretta Holdings Corp. II (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G8253U103 (CUSIP Number) October 10, 2022 (Date of Event which Requires Filing of this Statement)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission filenumber:001-405

KY:DNAB / Social Capital Suvretta Holdings Corp II / Sculptor Capital LP - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Social Capital Suvretta Holdings Corp II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G8253U103 (CUSIP Number) June 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropri

Director Restricted Stock Unit Award Agreement, dated June 29, 2022, between the Company and Dr. Berman.

EX-10.3 4 d346823dex103.htm EX-10.3 EXHIBIT 10.3 SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. II DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT This Director Restricted Stock Unit Award Agreement (this “RSU Award Agreement”), dated as of June 29, 2022 (the “Grant Date”), is made by and between Social Capital Suvretta Holdings Corp. II, an exempted company incorporated with limited liability under the la

Letter Agreement, dated June 29, 2022, between the Company and Dr. Berman.

EXHIBIT 10.1 June 29, 2022 Social Capital Suvretta Holdings Corp. II 2850 W. Horizon Ridge Parkway, Suite 200 Henderson, NV 89052 Re: Director Appointment Dr. Berman: This letter (this ?Letter Agreement?) is being delivered to you in connection with your appointment to the board of directors of Social Capital Suvretta Holdings Corp. II, a Cayman Islands exempted company (the ?Company?). Reference

Indemnity Agreement, dated June 29, 2022, between the Company and Dr. Berman.

EXHIBIT 10.2 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of June 29, 2022, by and between Social Capital Suvretta Holdings Corp. II, a Cayman Islands exempted company (the ?Company?), and Robert Berman (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2022 SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Commission file number: 001-40559 Cayman Islands 98-1586137 (State of in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:001-4

Description of the Registrant’s securities.

Exhibit 4.1 DESCRIPTION OF SECURITIES As of December 31, 2021, Social Capital Suvretta Holdings Corp. II (?we,? ?our,? ?us? or the ?company?) had Class A ordinary shares, par value $0.0001 per share, registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). In addition, this Description of Securities also references the company?s Class B ordinary shares,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Or ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40559

Code of Ethics and Business Conduct of the Registrant.

Exhibit 14.1 CODE OF ETHICS AND BUSINESS CONDUCT OF SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. II 1. INTRODUCTION The Board of Directors (the ?Board?) of Social Capital Suvretta Holdings Corp. II, a Cayman Islands exempted company (the ?Company?), has adopted this code of ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers

AGREEMENT OF JOINT FILING

Exhibit 1 AGREEMENT OF JOINT FILING This joint filing agreement (this ?Agreement?) is made and entered into as of this 9th day of February 2022, by and among SCS Sponsor II LLC, SC SPAC Holdings LLC, Chamath Palihapitiya, Kishan Mehta and Aaron Cowen.

KY:DNAB / Social Capital Suvretta Holdings Corp II / SCS Sponsor II LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Social Capital Suvretta Holdings Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G8253U103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the ap

KY:DNAB / SOCIAL CAPITAL SUVRETTA HO-A / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

SC 13G/A 1 DNABSC13GA1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. II (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G8253U103 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of th

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2021 SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Commission file number: 001-40559 Cayman Islands 98-1586137 (State o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:

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

Exhibit 10.3 SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. II DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT This Director Restricted Stock Unit Award Agreement (this ?RSU Award Agreement?), dated as of September 24, 2021 (the ?Grant Date?), is made by and between Social Capital Suvretta Holdings Corp. II, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the ?

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

Exhibit 10.1 September 24, 2021 Social Capital Suvretta Holdings Corp. II 2850 W. Horizon Ridge Parkway, Suite 200 Henderson, NV 89052 Re: Director Appointment Mr. Nolan: This letter (this “Letter Agreement”) is being delivered to you in connection with your appointment to the board of directors of Social Capital Suvretta Holdings Corp. II, a Cayman Islands exempted company (the “Company”). Refere

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2021 SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Commission file number: 001-40559 Cayman Islands 98-1586137 (State

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

Exhibit 10.2 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of September 24, 2021, by and between Social Capital Suvretta Holdings Corp. II, a Cayman Islands exempted company (the ?Company?), and Sean P. Nolan (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40559 SOCI

DNAB / Social Capital Suvretta Holdings Corp. II Class A / ADAGE CAPITAL PARTNERS GP, L.L.C. - SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. II Passive Investment

SC 13G 1 p21-1775sc13g.htm SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. II SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Social Capital Suvretta Holdings Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G8253U103 (CUSIP Number) July 2, 2021 (Date of Event Whic

Financial Statements and Exhibits, Other Events

8-K 1 d84894d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2021 SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Commission file number: 001-40559 Cayman Isl

SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. II INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Financial Statement: Balance Sheet F-3 Notes to Financial Statement F-4

Exhibit 99.1 SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. II INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Financial Statement: Balance Sheet F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Social Capital Suvretta Holdings Corp. II Opinion on the Financial Stateme

DNAB / Social Capital Suvretta Holdings Corp. II Class A / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. II (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G8253U103 (CUSIP Number) JUNE 30, 2021 (Date of event which requires filing of this statement) Check the appropriate box to design

Underwriting Agreement, dated as of June 29, 2021, between the Company and Morgan Stanley & Co. LLC.

EX-1.1 2 d158667dex11.htm EX-1.1 Exhibit 1.1 22,000,000 Shares Social Capital Suvretta Holdings Corp. II UNDERWRITING AGREEMENT June 29, 2021 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 As Representative of the Underwriters listed in Schedule I to the Agreement Dear Ladies and Gentlemen: 1. Introductory. Social Capital Suvretta Holdings Corp. II, a Cayman Islands exempted compa

Letter Agreement, dated as of June 29, 2021, among the Company, the Sponsor and the Company’s officers and directors.

EX-10.1 4 d158667dex101.htm EX-10.1 Exhibit 10.1 June 29, 2021 Social Capital Suvretta Holdings Corp. II 2850 W. Horizon Ridge Parkway, Suite 200 Henderson, NV 89052 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into

Administrative Services Agreement, dated as of June 29, 2021, between the Company and Social + Capital Partnership, LLC.

EX-10.4 7 d158667dex104.htm EX-10.4 Exhibit 10.4 Social Capital Suvretta Holdings Corp. II 2850 W. Horizon Ridge Parkway, Suite 200 Henderson, NV 89052 June 29, 2021 Social + Capital Partnership, L.L.C. 2850 W. Horizon Ridge Parkway, Suite 200 Henderson, NV 89052 Re: Administrative Services Agreement Ladies and Gentlemen: This Administrative Services Agreement (this “Agreement”) by and between Soc

Amended and Restated Memorandum and Articles of Association of the Company.

EX-3.1 3 d158667dex31.htm EX-3.1 Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. II (ADOPTED BY SPECIAL RESOLUTION DATED 29 JUNE 2021 AND EFFECTIVE ON 29 JUNE 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND

Form of Indemnity Agreement, dated June 29, 2021, between the Company and each of its officers and directors.

Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of , 2021, by and between Social Capital Suvretta Holdings Corp. II, a Cayman Islands exempted company (the ?Company?), and (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided with ad

Private Placement Shares Purchase Agreement, dated as of June 29, 2021, between the Company and the Sponsor.

EX-10.5 8 d158667dex105.htm EX-10.5 Exhibit 10.5 Execution Version PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of June 29, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Social Capital Suvretta Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and SCS Sponsor II LLC, a Ca

Social Capital Suvretta Holdings Corp. II Announces Pricing of Upsized $220,000,000 Initial Public Offering

Exhibit 99.1 FOR IMMEDIATE RELEASE Social Capital Suvretta Holdings Corp. II Announces Pricing of Upsized $220,000,000 Initial Public Offering PALO ALTO, Calif., Jun. 30, 2021 /Business Wire/ ? Social Capital Suvretta Holdings Corp. II (the ?Company?) announced today that it has priced its upsized initial public offering of 22,000,000 Class A ordinary shares at $10.00 per share. The Class A ordina

Investment Management Trust Agreement, dated as of June 29, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee.

EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 29, 2021, by and between Social Capital Suvretta Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration stateme

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2021 SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Commission file number: 001-40559 Cayman Islands 98-1586137 (State of in

Registration Rights Agreement, dated as of June 29, 2021, among the Company and certain other security holders named therein.

EX-10.3 6 d158667dex103.htm EX-10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 29, 2021, is made and entered into by and among Social Capital Suvretta Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and SCS Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”), and any other parties l

$220,000,000 Social Capital Suvretta Holdings Corp. II 22,000,000 Class A Ordinary Shares

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration File No.: 333-256724 and 333-257544 PROSPECTUS $220,000,000 Social Capital Suvretta Holdings Corp. II 22,000,000 Class A Ordinary Shares Social Capital Suvretta Holdings Corp. II is a newly incorporated blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset a

As filed with the Securities and Exchange Commission on June 30, 2021.

As filed with the Securities and Exchange Commission on June 30, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Social Capital Suvretta Holdings Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1586137 (State or other jurisdiction of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. II (Exac

8-A12B 1 d199083d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. II (Exact name of registrant as specified in its charter) Cayman Islands 98-1586137 (State or other jurisdiction of incorpor

CERT

The Nasdaq Stock Market LLC, 805 King Farm Blvd., Rockville, MD 20850 Arnold Golub Vice President Deputy General Counsel June 29, 2021 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance: This is to certify that on June 29, 2021 The Nasdaq Stock Market LLC (the "Exchange") received Social Capital Suvretta

Social Capital Suvretta Holdings Corp. II 2850 W. Horizon Ridge Parkway, Suite 200 Henderson, NV 89052 June 25, 2021

CORRESP 1 filename1.htm Social Capital Suvretta Holdings Corp. II 2850 W. Horizon Ridge Parkway, Suite 200 Henderson, NV 89052 June 25, 2021 VIA EDGAR AND E-MAIL Ms. Stacie Gorman U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549-7010 Re: Social Capital Suvretta Holdings Corp. II Registration Statement on Form S-1 File No. 333-256724

[Letterhead of Wachtell, Lipton, Rosen & Katz] June 25, 2021

CORRESP 1 filename1.htm [Letterhead of Wachtell, Lipton, Rosen & Katz] June 25, 2021 Via EDGAR and Courier Office of Real Estate & Construction Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Social Capital Suvretta Holdings Corp. II Amendment No. 1 to Registration Statement on Form S-1 Filed June 9, 2021 File No. 333-256724 Dear Ms

As filed with the U.S. Securities and Exchange Commission on June 25, 2021.

S-1/A 1 d126071ds1a.htm S-1/A #2 Table of Contents As filed with the U.S. Securities and Exchange Commission on June 25, 2021. Registration No. 333-256724 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Social Capital Suvretta Holdings Corp. II (Exact name of registrant as specified in its c

[Signature Page Follows]

Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 June 25, 2021 VIA EMAIL & EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Stacie Gorman Re: Social Capital Suvretta Holdings Corp. II (the ?Company?) Registration Statement on Form S-1 (Registration No. 333-256724) Dear Ms. Gor

LETTER

United States securities and exchange commission logo June 15, 2021 Chamath Palihapitiya Chief Executive Officer Social Capital Suvretta Holdings Corp.

As filed with the U.S. Securities and Exchange Commission on June 9, 2021.

Table of Contents As filed with the U.S. Securities and Exchange Commission on June 9, 2021. Registration No. 333-256724 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Social Capital Suvretta Holdings Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-158

Form of Underwriting Agreement

EX-1.1 Exhibit 1.1 20,000,000 Shares Social Capital Suvretta Holdings Corp. II UNDERWRITING AGREEMENT June , 2021 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 As Representative of the Underwriter listed in Schedule I to the Agreement Dear Ladies and Gentlemen: 1. Introductory. Social Capital Suvretta Holdings Corp. II, a Cayman Islands exempted company (the “Company”), agrees wi

Form of Amended and Restated Memorandum and Articles of Association

Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. II (ADOPTED BY SPECIAL RESOLUTION DATED [DATE] AND EFFECTIVE ON [DATE]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SOCIAL

Form of Private Placement Shares Purchase Agreement between the Registrant and SCS Sponsor II LLC

EX-10.6 Exhibit 10.6 PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Social Capital Suvretta Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and SCS Sponsor II LLC, a Cayman Islands limited liability company (the “Purchase

Amended and Restated Promissory Note, dated May 24, 2021, issued to SCS Sponsor II LLC

Exhibit 10.1 THIS AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THA

Form of Indemnity Agreement

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Social Capital Suvretta Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided with ad

Form of Administrative Services Agreement between the Registrant and an affiliate of the Registrant

Exhibit 10.8 Social Capital Suvretta Holdings Corp. II 2850 W. Horizon Ridge Parkway, Suite 200 Henderson, NV 89052 , 2021 Social + Capital Partnership, L.L.C. 2850 W. Horizon Ridge Parkway, Suite 200 Henderson, NV 89052 Re: Administrative Services Agreement Ladies and Gentlemen: This Administrative Services Agreement (this “Agreement”) by and between Social Capital Suvretta Holdings Corp. II (the

Power of Attorney (included on signature page to the initial filing of this Registration Statement)

Table of Contents As filed with the U.S. Securities and Exchange Commission on June 2, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Social Capital Suvretta Holdings Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1586137 (State or other juri

Specimen Class A Ordinary Share Certificate

Exhibit 4.1 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. II INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP This Certifies that is the owner of . FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF $0.0001 EACH OF SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. II (T

Amended and Restated Securities Subscription Agreement, dated May 24, 2021, between the Registrant and SCS Sponsor II LLC

Exhibit 10.5 SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. II 2850 W. Horizon Ridge Parkway, Suite 200, Henderson, NV 89052 May 24, 2021 SCS Sponsor II LLC 2850 W. Horizon Ridge Parkway, Suite 200 Henderson, NV 89052 RE: Amended and Restated Securities Subscription Agreement Ladies and Gentlemen: Pursuant to that certain securities subscription agreement, dated as of March 2, 2021 (the ?Original Agreemen

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of , 2021, by and between Social Capital Suvretta Holdings Corp. II, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1

Memorandum and Articles of Association

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. II THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. II 1 The name of the Company is Social Capital Suvretta Holdings Corp. II. 2 T

Form of Registration Rights Agreement between the Registrant and certain security holders

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Social Capital Suvretta Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and SCS Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”), and any other parties listed on the signature pages hereto (togeth

Form of Code of Ethics and Business Conduct

EX-14 13 d126071dex14.htm EX-14 Exhibit 14 CODE OF ETHICS AND BUSINESS CONDUCT OF SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. II 1. INTRODUCTION The Board of Directors (the “Board”) of Social Capital Suvretta Holdings Corp. II, a Cayman Islands exempted company (the “Company”), has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the

Form of Letter Agreement among the Registrant and its directors and officers and SCS Sponsor II LLC

EX-10.2 6 d126071dex102.htm EX-10.2 Exhibit 10.2 , 2021 Social Capital Suvretta Holdings Corp. II 2850 W. Horizon Ridge Parkway, Suite 200 Henderson, NV 89052 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and

Consent of Sapna Srivastava

Exhibit 99.1 CONSENT OF SAPNA SRIVASTAVA In connection with the filing by Social Capital Suvretta Holdings Corp. II (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a

As submitted confidentially with the Securities and Exchange Commission on April 20, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confident

Table of Contents As submitted confidentially with the Securities and Exchange Commission on April 20, 2021.