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 quarterquarterly period ended June 30, 20212022
 
☐
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:
001-40558
 
 
SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. I
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
Cayman Islands
 
98-1586159
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
2850 W. Horizon Ridge Parkway, Suite 200
Henderson, NV 89052
(Address of principal executive offices)
(650)-521-9008-521-9007
(Issuer’sRegistrant’s telephone number)number, including area code)
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbol
 
Name of each exchange
on which registered
Class A ordinary shares, $0.0001 par value per share
 
DNAA
 
Nasdaq Capital Market
CheckIndicate by check mark whether the issuerregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in
Rule 12b-212b-2of
of the Exchange Act.
 
Large accelerated filer ☐  Accelerated filer ☐
    
Non-accelerated filer ☒  Smaller reporting company ☒
    
     Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act).    Yes  ☒    No  ☐
As of August
1612th
, 2021,2022, there were 25,640,000 Class A ordinary shares, par value $0.0001 per share, and 6,325,0006,250,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.
 
 
 
Table of Contents
SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. I
FORM
10-Q
FOR THE QUARTER ENDED JUNE 30, 20212022
TABLE OF CONTENTS
 
   
Page
 
Part I. Financial Information
  
Item 1. Financial Statements
  
Condensed Consolidated Balance Sheet as ofSheets at June 30, 2022 (Unaudited) and December 31, 2021 (Unaudited)
   1 
Condensed Consolidated Statements of Operations for the three months endedThree and Six Months Ended June 30, 2022 and for the Three Months Ended June 30, 2021 and for the period from February 25, 2021 (inception)(Inception) through June 30,31, 2021 (Unaudited)
   2 
Condensed Consolidated Statements of Changes in Shareholder’sTemporary Equity and Permanent (Deficit) Equity for the three months endedThree and Six Months Ended June 30, 2022 and for the Three Months Ended June 30, 2021 and for the period from February 25, 2021 (inception)(Inception) through June 30,31, 2021 (Unaudited)
   3 
Condensed StatementConsolidated Statements of Cash Flows for the Six months ended June 30, 2022 and for the period from February 25, 2021 (inception)(Inception) through June 30,31, 2021 (Unaudited)
   4 
Notes to Condensed Consolidated Financial Statements (Unaudited)
   5 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
   1118 
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk
   1221 
Item 4. Controls and Procedures
   1221 
Part II. Other Information
  
Item 1. Legal Proceedings
   1322 
Item 1A. Risk Factors
   1322 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
   1323 
Item 3. Defaults Upon Senior Securities
   1323 
Item 4. Mine Safety Disclosures
   1323 
Item 5. Other Information
   1323 
Item 6. Exhibits
24
Signatures
   14
Part III. Signatures
1525 
Table of Contents
PART I - I—FINANCIAL INFORMATION
Item 1. Financial Statements.
SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. I
CONDENSED CONSOLIDATED BALANCE SHEET
SHEETS
JUNE 30, 2021
(UNAUDITED)
ASSETS
     
Current assets
     
Cash
  $223,538 
Prepaid expenses
   19,600 
   
 
 
 
Total Current Assets
   243,138 
Deferred offering costs
   388,190 
   
 
 
 
TOTAL ASSETS
  
$
631,328
 
   
 
 
 
LIABILITIES AND SHAREHOLDER’S EQUITY
     
Current liabilities
     
Accrued expenses
  $88 
Accrued offering costs
   285,873 
Advance from related party
   25,692 
Promissory note – related party
   300,000 
   
 
 
 
Total Current Liabilities
  
 
611,653
 
   
 
 
 
Commitments and Contingencies (Note 6)
0   
  
Shareholder’s Equity
     
Preference shares, $0.0001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding
   0—   
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 0 shares issued and outstanding
   0—   
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,325,000 shares issued and outstanding
(1)
   633 
Additional
paid-in
capital
   24,367 
Accumulated deficit
   (5,325) 
   
 
 
 
Total Shareholder’s Equity
  
 
19,675
 
   
 
 
 
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY
  
$
631,328
 
   
 
 
 
(1)
Includes 825,000
Class B ordinary shares subject to forfeiture if the underwriters do not exercise their over-allotment option (see Note 5).
   
June 30,

2022
  
December 31,

2021
 
   (Unaudited)    
ASSETS
   
Current assets   
Cash  $145,044  $428,189 
Prepaid expenses   524,750   504,034 
         
Total Current Assets   669,794   932,223 
Non-current
prepaid insurance
   —     247,500 
Marketable securities held in Trust Account   250,371,095   250,008,324 
         
TOTAL ASSETS
  
$
251,040,889
 
 
$
251,188,047
 
         
LIABILITIES, TEMPORARY EQUITY AND PERMANENT DEFICIT
   
Current liabilities   
Accounts payable  $17,465  $5,000 
Accrued expenses   7,405,342   1,979,837 
Promissory note - related party   250,000   —   
Due to related party   80,127   10,000 
         
Total current liabilities   7,752,934   1,989,837 
Deferred underwriting fee payable   7,700,000   7,700,000 
         
Total Liabilities
  
 
15,452,934
 
 
 
9,689,837
 
         
Commitments and Contingencies (Note 6)
  0 0
Temporary Equity
   
Class A ordinary shares subject to possible redemption, 25,000,000 shares at redemption value as of June 30, 2022 and December 31, 2021   250,371,095   250,008,324 
Permanent Deficit
   
Preference shares, $0.0001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding as of June 30, 2022 and December 31, 2021   0—     0—   
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 640,000 shares issued and outstanding (excluding 25,000,000 shares subject to possible redemption) as of June 30, 2022 and December 31, 2021   64   64 
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,250,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021   625   625 
Additional
paid-in
capital
   —     —   
Accumulated deficit   (14,783,829)   (8,510,803) 
         
Total Permanent Deficit
  
 
(14,783,140
) 
 
 
(8,510,114
) 
         
TOTAL LIABILITIES, TEMPORARY EQUITY AND PERMANENT DEFICIT
  
$
251,040,889
 
 
$
251,188,047
 
         
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
 
1
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SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. I
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
   
Three
Months
Ended
June 30,
  
For the
Period from
February 25,
2021 (Inception)
Through
June 30,
 
   
2021
  
2021
 
Operating and formation costs
  $143  $5,325 
   
 
 
  
 
 
 
Loss from operations
  
 
(143
) 
 
 
(5,325
) 
   
 
 
  
 
 
 
Net loss
  
$
(143
) 
 
$
(5,325
) 
   
 
 
  
 
 
 
Weighted average shares outstanding, basic and diluted
(1)
   5,500,000   5,500,000 
   
 
 
  
 
 
 
Basic and diluted net loss per ordinary share
  
$
(0.00
) 
 
$
(0.00
) 
   
 
 
  
 
 
 
(1)
Excludes an aggregate of 825,000
Class B ordinary shares subject to forfeiture if the underwriters do not exercise their over-allotment option (see Note 5).
   
For the Three
Months Ended

June 30, 2022
  
For the Three
Months Ended

June 30, 2021
  
For the Six
Months Ended
June 30, 2022
  
For the Period from
February 25,

2021 (Inception)
Through June 30,
2021
 
Operating and formation costs  $2,071,642  $143  $6,273,026  $5,325 
                 
Loss from operations
  
 
(2,071,642
) 
 
 
(143
) 
 
 
(6,273,026
) 
 
 
(5,325
) 
                 
Other expense:     
Interest earned on marketable securities held in Trust Account   337,595   —     362,771   —   
                 
Net loss
  
$
(1,734,047
) 
 
$
(143
) 
 
$
(5,910,255
) 
 
$
(5,325
) 
                 
Weighted average shares outstanding, Class A ordinary shares   25,640,000   —     25,640,000   —   
                 
Basic and diluted net loss per share, Class A ordinary shares
  
$
(0.05
) 
 
$
—  
 
 
$
(0.19
) 
 
$
—  
 
                 
Weighted average shares outstanding, Class B ordinary shares   6,250,000   5,500,000   6,250,000   5,500,000 
                 
Basic and diluted net loss per share, Class B ordinary shares
  
$
(0.05
) 
 
$
(0.00
) 
 
$
(0.19
) 
 
$
(0.00
) 
                 
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
 
2
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SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. I
CONDENSED STATEMENT
S
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER’STEMPORARY EQUITY
AND PERMANENT (DEFICIT) EQUITY
(UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022
  
Temporary Equity
  
Class A

Ordinary Shares
  
Class B

Ordinary Shares
  
Additional

Paid-in

Capital
  
Accumulated

Deficit
  
Total

Permanent

Deficit
 
  
Shares
  
Amount
  
Shares
  
Amount
  
Shares
  
Amount
 
Balance – January 1, 2022
 
 
25,000,000
 
 
$
250,008,324
 
 
 
640,000
 
 
$
64
 
 
 
6,250,000
 
 
$
625
 
 
$
—  
  
$
(8,510,803
) 
 
$
(8,510,114
) 
                                    
Remeasurement for Class A ordinary shares to redemption valu
e
  —     (8,324)   —     —     —     —     —     8,324   8,324 
Net loss  —     —     —     —     —     —     —     (4,176,208)   (4,176,208) 
                                    
Balance – March 31, 2022
 
 
25,000,000
 
 
$
250,000,000
 
 
 
640,000
 
 
$
64
 
 
 
6,250,000
 
 
$
625
 
 $—   
$
(12,678,687
) 
 
$
(12,677,998
) 
Remeasurement for Class A ordinary shares to redemption value  —     371,095   —     —     —     —     —     (371,095)   (371,095) 
Net loss  —     —     —     —     —     —     —     (1,734,047)   (1,734,047) 
                                    
Balance – June 30, 2022
 
 
25,000,000
 
 
$
250,371,095
 
 
 
640,000
 
 
$
64
 
 
 
6,250,000
 
 
$
625
 
 $—   
$
(14,783,829
) 
 
$
(14,783,140
) 
                                    
FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND FOR THE PERIOD FROM FEBRUARY 25, 2021 (INCEPTION) THROUGH JUNE 30, 2021
(UNAUDITED)
   
Class B

Ordinary Shares
   
Additional
Paid-in
   
Accumulated
  
Total
Shareholder’s
 
   
Shares
   
Amount
   
Capital
   
Deficit
  
Equity
 
Balance — February 25, 2021 (Inception)
  
 
0  
 
  
$
0  
 
  
$
0  
 
  
$
0  
 
 
$
0  
 
Issuance of Class B ordinary shares to Sponsor
(1)
   6,325,000    633    24,367    —     25,000 
Net loss
   —      —      —      (5,182)   (5,182) 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
 
Balance – March 31, 2021
  
 
6,325,000
 
  
$
633
 
  
$
24,367
 
  
$
(5,182
) 
 
$
19,818
 
Net loss
   —      —      —      (143)   (143) 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
 
Balance – June 30, 2021
  
 
6,325,000
 
  
$
633
 
  
$
24,367
 
  
$
(5,325
) 
 
$
19,675
 
   
 
 
   
 
 
   
 
 
   
 
 
  
 
 
 
(1)
Includes 825,000
Class B ordinary shares subject to forfeiture if the underwriters do not exercise their over-allotment option (see Note 5).
The accompanying notes are an integral part of the unaudited condensed financial statements.
3
Table of Contents
SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. I
CONDENSED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM FEBRUARY 25, 2021 (INCEPTION) THROUGH JUNE 30, 2021
(UNAUDITED)
 
Cash Flows from Operating Activities:
     
Net loss
  $(5,325) 
Adjustments to reconcile net loss to net cash used in operating activities:
     
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares
   5,000 
Changes in operating assets and liabilities:
     
Prepaid expenses
   (19,600) 
Accrued expenses
   88 
   
 
 
 
Net cash used in operating activities
  
 
(19,837
) 
   
 
 
 
Cash Flows from Financing Activities
     
Advance from related party
   25,692 
Proceeds from promissory note – related party
   300,000 
Payment of offering costs
   (82,317) 
   
 
 
 
Net cash provided by financing activities
  
 
243,375
 
   
 
 
 
Net Change in Cash
  
 
223,538
 
Cash – Beginning of period
 (inception)
   0—   
   
 
 
 
Cash – End of period
  
$
223,538
 
   
 
 
 
Non-Cash
financing activities:
     
Deferred offering costs included in accrued offering costs
  $285,873 
   
 
 
 
Deferred offering costs paid directly by Sponsor in exchange for the issuance of Class B ordinary shares
  $20,000 
   
 
 
 
                                                                                                                                       
  
Temporary Equity
  
Class A

Ordinary Shares
  
Class B

Ordinary Shares
  
Additional

Paid-in

Capital
  
Accumulated

Deficit
  
Total

Permanent

Equity
 
  
Shares
  
Amount
  
Shares
  
Amount
  
Shares
  
Amount
 
Balance – February 25, 2021 (inception)
 
 
—  
 
 
$
—  
 
 
 
—  
 
 
$
—  
 
 
 
—  
 
 
$
—  
 
 
$
—  
 
 
$
—  
 
 
$
—  
 
                                    
Issuance of Class B ordinary shares to Sponsor  —     —     —     —     6,325,000   633   24,367   —     25,000 
Net loss  —     —     —     —     —     —     —     (5,182)   (5,182) 
                                    
Balance – March 31, 2021
 
 
—  
 
 
$
—  
  
 
—  
 
 
$
—  
  
 
6,325,000
 
 
$
633
 
 
$
24,367
 
 
$
(5,182
) 
 
$
19,818
 
Net loss  —     —     —     —     —     —     —     (143)   (143) 
                                    
Balance – June 30, 2021
 
 
—  
 
 
$
—  
  
 
—  
 
 
$
—  
  
 
6,325,000
 
 
$
633
 
 
$
24,367
 
 
$
(5,325
) 
 
$
19,675
 
                                    
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
 
43
Table of Contents
SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. I
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
   
For the
Six Months

Ended

June 30,

2022
  
For the Period

from February 25,

2021 (Inception)

Through

June 30,

2021
 
Cash Flows from Operating Activities:
   
Net loss  $(5,910,255)  $(5,325) 
Adjustments to reconcile net loss to net cash used in operating activities:   
Formation costs paid by Sponsor in exchange for issuance of Founder Shares   —     5,000 
Interest earned on marketable securities held in Trust Account   (362,771)   —   
Changes in operating assets and liabilities:   
Prepaid expenses   (20,716)   (19,600) 
Non-current
prepaid insurance
   247,500   —   
Accounts payable and accrued expenses   5,442,970   88 
Advance from related party   70,127   —   
         
Net cash used in operating activities
  
 
(533,145
) 
 
 
(19,837
) 
         
Cash Flows from Financing Activities:
   
Advance from related party   —     25,692 
Proceeds from promissory note – related party   250,000   300,000 
Payment of offering costs   —     (82,317) 
         
Net cash provided by financing activities
  
 
250,000
 
 
 
243,375
 
         
Net Change in Cash
  
 
(283,145
) 
 
 
223,538
 
Cash – Beginning of period   428,189   —   
         
Cash – End of period
  
$
145,044
 
 
$
223,538
 
         
Non-Cash
investing and financing Activities:
   
Offering costs included in accrued offering costs  $—    $285,873 
         
Offering costs paid by Sponsor in exchange for issuance of Founder Shares  $—    $20,000 
         
Remeasurement of Class A ordinary shares subject to possible redemption  $362,771  $—   
         
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
4
Table of Contents
SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. I
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 20212022
(Unaudited)
NOTE 1. DESCRIPTION OF ORGANIZATION, AND BUSINESS OPERATIONS AND GOING CONCERN
Social Capital Suvretta Holdings Corp. I (the “Company”) is a newly incorporated blank check company incorporated as a Cayman Islands exempted company on February 25, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”).
The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target. While the Company may pursue a Business Combination target in any industry, subsector therein or geographic location, the Company intends to focus its search for a target business operating in the biotechnology industry and within the neurology subsector of such industry. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
The Company has one wholly-owned subsidiary, Karibu Merger Sub, Inc., which was incorporated in the State of Delaware on January 24, 2022 (“Merger Sub”).
As of June 30, 2021,2022, the Company had not commenced any operations. All activity for the period from February 25, 2021 (inception) through June 30, 20212022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination.Combination and activities in connection with the proposed acquisition of Akili Interactive Labs, Inc. (see Note 6). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generategenerates
non-operating
income in the form of interest income from the proceeds derived frommarketable securities held in the Initial Public Offering.Trust Account (as defined below).
The registration statementstatements for the Company’s Initial Public Offering became effective on June 29, 2021 and June 30, 2021. On July 2, 2021, the Company consummated the Initial Public Offering of 25,000,000 Class A ordinary shares (the “Public Shares”), which includes the partial exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Public Shares, at $10.00 per Public Share, generating gross proceeds of $250,000,000,
,
which is described in Note 3.
The fair value attributable to the unexercised portion of the over-allotment option was deemed to be immaterial to the condensed consolidated financial statements.
SimultaneouslySubstantially concurrently with the closing of the Initial Public Offering, the Company consummated the sale of 640,000 Class A ordinary shares (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to SCS Sponsor I LLC, a Cayman Islands limited liability company (the “Sponsor”), generating gross proceeds of $6,400,000, which is described in Note 4.
Transaction costs amounted to $12,488,190, consisting of $4,400,000 of underwriting fees, $7,700,000 of deferred underwriting fees and $388,190 of other offering costs.
FollowingIn connection with the closing of the Initial Public Offering on July 2, 2021, an amount of $250,000,000 ($10.00
per Public Share) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the “Trust Account”), and to be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions of Rule
2a-7Rule2a-7
of the Investment Company Act of 1940, as amended (the “Investment Company Act”). 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 of: (a) the completion of a Business Combination, and then only in connection with those Public Shares that such shareholder properly elected to redeem, subject to certain limitations; (b) 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 (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other material provisions relating to shareholders’ rights or
pre-Business
Combination activity; and (c) the redemption of the Public Shares if the Company has not completed a Business Combination within the Combination Period or during any applicable extension period. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the holders of the Public Shares (the “Public Shareholders”).
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the Company signing a definitive agreement in connection with the Business Combination. However, the Company will only complete a Business Combination if the post-transactionpost-Business Combination company owns or acquires 50%
or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully.
The Company will provide the Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination, either (a) in connection with a general meeting called to approve the Business Combination or (b) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.Company. The Public Shareholders will be entitled to redeem all or a portion of their Public Shares at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, subject to the limitations described below whereby the Company’s net tangible assets will be maintained at a minimumbelow.
5
Table of $5,000,001 following such redemptions, and any limitations (including, but not limited to, cash requirements) pursuant to the terms of the Business Combination. The amount in the Trust Account is initially anticipated to be $10.00 per Public Share.Contents
SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. I
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
(Unaudited)
In accordance with the Company’s Amended and Restated Memorandum and Articles of Association, in no event will the Company redeem the Public Shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. Redemptions of the Public Shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to the Business Combination.
If a shareholder vote is not required in connection with a Business Combination and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the
5
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SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. I
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirement, or the Company decides to obtain shareholder approval for business or other reasons, the Company will conduct the redemptions in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules and will file proxy materials with the SEC. If the Company seeks shareholder approval in connection with a Business Combination, the Company will complete asuch Business Combination only if the Company receives an ordinary resolution under Cayman Islands law, which requires the affirmative vote of holders of a majority of ordinary shares who attend and vote at a general meeting of the Company. The Public Shareholders may elect to redeem their Public Shares without voting and, if they do vote, irrespective of whether they vote for or against a Business Combination.
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SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. I
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
(Unaudited)
Notwithstanding the foregoing redemption rights, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares sold in the Initial Public Offering without the Company’s prior written consent.
The Sponsor and any other holders of Founder Shares (as defined in Note 5) and Private Placement Shares prior to the Initial Public Offering (collectively, the “Initial Shareholders”) and the Company’s directors and officers have agreed to waive: (a) their redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by them, as applicable, in connection with the completion of a Business Combination; (b) their redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by them in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem 100%
of the Public Shares if the Company does not complete a Business Combination within the Combination Period, or (ii) with respect to any other material provisions relating to shareholders’ rights or
pre-Business
Combination activity; and (c) their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Placement Shares they hold if the Company fails to complete a Business Combination within the Combination Period or during any applicable extension period (although such persons will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete a Business Combination within the prescribed time frame). If the Company submits the Business Combination to the Public Shareholders for a vote, the Initial ShareholdersSponsor and the Company’s directors and officers have also agreed to vote any Founder Shares, Private Placement Shares and Public Shares held by them in favor of the Business Combination.
The Company will have until July 2, 2023 to complete a Business Combination (the “Combination Period”)., or such longer period as a result of a shareholder vote to amend such time period pursuant to the Company’s Amended and Restated Memorandum and Articles of Association. However, if the Company has not completed a Business Combination within such
24-month
period Combination Period or during any extended time that the Company has to complete a Business Combination beyond 24 months as a result of a shareholder vote to amend its Amended and Restated Memorandum and Articles of Association,applicable extension period, the Company will: (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable) divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party that executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations. None of the Company’s directors or officers will indemnify the Company for claims by third parties, including, without limitation, claims by vendors and prospective target businesses.
Proposed Akili Business Combination
On January 26, 2022, the Company entered into an Agreement and Plan of Merger (the “Akili Merger Agreement”) by and among the Company, Karibu Merger Sub, Inc., a Delaware corporation and its direct wholly owned subsidiary (“Merger Sub”), and Akili Interactive Labs, Inc., a Delaware corporation (“Akili”).
The Akili Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Akili Merger Agreement, the “Akili Business Combination”): (1) at the closing of the transactions contemplated by the Akili Merger Agreement (the “Closing”), upon the terms and subject to the conditions thereof, and in accordance with the Delaware General Corporation Law, as amended (the “DGCL”), Merger Sub will merge with and into Akili, with Akili continuing as the surviving corporation and the Company’s wholly owned subsidiary (the “Merger”); (2) at the Closing, all of the outstanding capital stock of Akili and all options and warrants to acquire capital stock of Akili will be converted into the right to receive shares of common stock, par value $0.0001 per share, of the Company (after the Domestication (as defined below)) (“SCS Common Stock”) or comparable equity awards or warrants that are settled or are exercisable for shares of SCS Common Stock, representing an aggregate of 60 million shares of SCS Common Stock; (3) at the Closing, the Company will deposit into an escrow account for the benefit of the
pre-Closing
Akili stockholders, option holders and warrant holders an aggregate number of shares of SCS Common Stock equal to 7.5% of the fully diluted shares of SCS Common Stock (including shares reserved under the equity incentive plan to be adopted by the combined company in connection with the Closing), determined as of immediately following the Closing (collectively, the “Earnout Shares”), which Earnout Shares will be subject to release from escrow to the
pre-Closing
Akili stockholders, option holders and warrant holders in three equal tranches upon the daily volume weighted average price of a share of SCS Common Stock reaching $15.00 per share, $20.00 per share and $30.00 per share, respectively, over any 20 trading days within any 30 consecutive trading day period following the Closing and prior to the fifth anniversary of the Closing, in each case, on the terms set forth in the Akili Merger Agreement; and (4) at the Closing, the Company will be renamed “Akili, Inc.” The Closing is subject to the satisfaction or waiver of certain closing conditions contained in the Akili Merger Agreement,
 i
ncluding the approval of the Company’s shareholders.
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Liquidity
SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. I
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2022
(Unaudited)
Prior to the completionClosing, subject to the approval of the Initial Public Offering,Company’s shareholders, and in accordance with the DGCL, the Cayman Islands Companies Act (As Revised) (the “CICA”) and the Company’s Amended and Restated Memorandum and Articles of Association, the Company lackedwill effect a deregistration under the liquidity it neededCICA and a domestication under Section 388 of the DGCL, pursuant to sustain operations forwhich the Company’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). In connection with the Domestication, (i) each of the Company’s then issued and outstanding Class A ordinary shares will convert automatically, on a reasonable period
one-for-one
basis, into a share of time,SCS Common Stock, which is consideredentitled to be one year from the issuance datevote per share, and (ii) each of the financial statements. The Company has since competed its Initial Public Offering at which time capital in excessCompany’s then issued and outstanding Class B ordinary shares will convert automatically, on a
one-for-one
basis, into a share of SCS Common Stock.
On January 26, 2022, concurrently with the execution of the Akili Merger Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”), pursuant to which the PIPE Investors have subscribed for an aggregate of 16,200,000 shares of SCS Common Stock for an aggregate purchase price of $162,000,000 (the “PIPE Investment”), of which approximately $135,400,000 is committed by certain existing directors, officers and equity holders of, or investment funds depositedmanaged by, the Company, the Sponsor, Suvretta and/or their respective affiliates (the “Sponsor Related PIPE Investors”). The PIPE Investment will be consummated substantially concurrently with the Closing.
The consummation of the proposed Akili Business Combination is subject to certain conditions as further described in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since
re-evaluatedAkili Merger Agreement.
the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations for at least one year from the date that the financial statement was issued, and therefore substantial doubt has been alleviated.
Risks and Uncertainties
Management continues to evaluate the impact of the
Covid-19COVID-19
pandemic and has concluded that while it is reasonably possible that the pandemic could have a negative effect on the Company’s business, financial position, results of operations and/or the search for a target company, the specific impact is not readily determinable as of the date of these condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Liquidity and Going Concern
As of June 30, 2022, the Company had $145,044 in its operating bank account and working capital deficit of $7,083,140.
6Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.
The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to (other than pursuant to the Promissory Note (as defined in Note 5)), loan the Company additional funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain such additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the condensed consolidated financial statements. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
The Company has performed an assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”)
2014-15,
“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. The Company has until July 2, 2023 to consummate a Business Combination, which date may be extended pursuant to its Amended and Restated Memorandum and Articles of Association. It is uncertain that the Company will be able to consummate a Business Combination by July 2, 2023. If a Business Combination is not consummated by this date and such date is not extended pursuant to the Company’s Amended and Restated Memorandum and Articles of Association, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur within the required time period, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after July 2, 2023.
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SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. I
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 20212022
(Unaudited)
 
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have beenare prepared in accordanceconformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form
10-Q
and Article 8 of Regulation
S-X
of the SEC. Certain information or footnote disclosures normally included in condensed consolidated financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements contained in the Company’s prospectus Annual Report on Form
10-K
for its Initial Public Offering asthe period ended December 31, 2021 filed with the SEC on July 
1
, 2021, as well as the Company’s Current Report on Form
8-K,
as filed with the SEC on July 9, 2021.March 24, 2022. The interim results for the three and six months ended June 30, 2021 and for the period from February 25, 2021 (inception) through June 30, 20212022 are not necessarily indicative of the results to be expected for the year ending December 31, 20212022 or for any future periods.
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period,
,
which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary where the Company has the ability to exercise control.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Significant accounting estimates include the determination of the fair value of Class A ordinary shares subject to possible redemption and the fair value of Founder Shares transferred to directors. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did 0t have any cash equivalents as of June 30, 2022 and December 31, 2021.
Deferred Offering Costs
Marketable Securities Held in Trust Account
Offering costs consist of underwriting, legal, accountingAt June 30, 2022 and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs associated with the Public Shares were charged to shareholders’ equity upon the completionDecember 31, 2021, substantially all of the Initial Public Offering. Offering costs amounted to
$12,488,190
. As of June 30, 2021, there were 
$388,190 of deferred offering costs recordedassets held in the accompanying condensed balance sheet.Trust Account were held in a money market fund which is invested primarily in U.S. Treasury securities.
 
7
9
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SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. I
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 20212022
(Unaudited)
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at redemption value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as permanent deficit. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the permanent deficit section of the Company’s condensed consolidated balance sheets.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional
paid-in
capital (to the extent available) and accumulated deficit.
At June 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed consolidated balance sheets are reconciled in the following table:
Gross proceeds  $250,000,000 
Less:  
Class A ordinary shares issuance costs   (12,488,190) 
Plus:  
Remeasurement of carrying value to redemption value   12,496,514 
     
Class A ordinary shares subject to possible redemption, December 31, 2021
  
$
250,008,324
 
Plus:  
Remeasurement of carrying value to redemption value   (8,324) 
     
Class A ordinary shares subject to possible redemption, March 31, 2022
  
$
250,000,000
 
Plus:  
Remeasurement of carrying value to redemption value   371,095 
     
Class A ordinary shares subject to possible redemption, June 30, 2022
  
$
250,371,095
 
     
Offering Costs
The Company complies with the requirements of the ASC
340-10-S99-1.
Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. The Company incurred offering costs amounting to $12,488,190 as a result of the Initial Public Offering, consisting of $4,400,000 of underwriting commissions, $7,700,000 of deferred underwriting commissions, and $388,190 of other offering costs. The offering costs were charged to temporary equity and additional
paid-in
capital upon the completion of the Initial Public Offering. Immediately thereafter, temporary equity was remeasured and an adjustment was recognized through additional paid in capital and accumulated deficit to adjust temporary equity to the redemption value.
Share-Based Payment Arrangements
The Company accounts for stock awards in accordance with ASC 718, “Compensation—Stock Compensation,” which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the grant date and is equal to the underlying value of the stock.
Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, in the period of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting a performance condition becomes probable (i.e., the occurrence of a Business Combination). For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited.
Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the condensed consolidated financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed consolidated financial statements and prescribes a recognition threshold and measurement process for condensed consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be
more-likely-than-not
to be sustained upon
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SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. I
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
(Unaudited)
examination by taxing authorities. The Company’s management has determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were 0 unrecognized tax benefits and 0 amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company’s management doesCompany is currently not expectaware of any issues under review that the total amount of unrecognizedcould result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax benefits will materially change over the next twelve months.examinations by major taxing authorities since inception.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.
Net Income (Loss)Loss per Ordinary Share
Net income (loss)loss per ordinary share is computed by dividing net income (loss)loss by the weighted-average number of ordinary shares outstanding during the period, excludingperiod. The Company has two classes of ordinary shares, subjectwhich are referred to forfeiture. At June 30, 2021, weighted averageas Class A ordinary shares were reduced forand Class B ordinary shares. Losses are shared pro rata between the effecttwo classes of an aggregate
shares. Charges associated with the redeemable Class A ordinary shares are excluded from net loss per ordinary share as the redemption value approximates fair value.
of 825,000 ordinary
shares that were subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). As of June 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised for or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented.
The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts):
   
Three Months Ended

June 30, 2022
  
Three Months Ended

June 30, 2021
  
Six Months Ended

June 30, 2022
  
For the Period from
February 25,

2021 (Inception) Through
June 30, 2021
 
   
Class A
  
Class B
  
Class A
   
Class B
  
Class A
  
Class B
  
Class A
   
Class B
 
Basic and diluted net loss per ordinary share
           
Numerator:           
Allocation of net loss, as adjuste
d
  $(1,394,198)  $(339,849)  
$
—  
 
   (143)  $(4,751,927)  $(1,158,328)  
$
—  
 
  $(5,325) 
Denominator:           
Basic and diluted weighted average shares outstanding   25,640,000   6,250,000  
 
—
 
   5,500,000   25,640,000   6,250,000  
 
—
 
   5,500,000 
                                   
Basic and diluted net loss per ordinary share  $(0.05)  $(0.05)  
$
—
 
   (0.00)  $(0.19)  $(0.19)  
$
—
 
  $(0.00) 
                                   
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times,
,
may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed consolidated balance sheet,sheets, primarily due to their short-term nature.
Recent Accounting Standards
In August 2020, the FASB issued ASU
No. 2020-06,
“Debt—Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic
815-40):
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU
2020-06”),
which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU
2020-06
removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU
2020-06
is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU
2020-06
effective as of January 1, 2021. The adoption of ASU
2020-06
did not have an impact on the Company’s condensed consolidated financial statements.
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.
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SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. I
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
(Unaudited)
Accrued Expenses
At June 30, 2022, accrued expenses included $5,503,563 of legal expenses, $891,169 of printer expense, $754,802 of due diligence expense, $70,000 of regulatory filing fee, and $185,808 of other transactional related expenses incurred in connection with the Business Combination with Akili.
At December 31, 2021, accrued expenses included $1,514,044 of legal expenses, $5,000 of printer expense, $385,000 of due diligence expense, $70,000 of regulatory filing fee and $793 of accounting expense.
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company sold 25,000,000 Public Shares, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Public
Shares,
at a price of $10.00 per Public Share. Unlike some other initial public offerings of special purpose acquisition companies, investors in the Initial Public Offering did not receive any warrants (which would typically become exercisable following completion of the Business Combination).
The fair value attributable to the unexercised portion of the over-allotment option was deemed to be immaterial to the condensed consolidated financial statements.
NOTE 4. PRIVATE PLACEMENT
SimultaneouslySubstantially concurrently with the closing of the Initial Public Offering, the Sponsor purchased 640,000 Private Placement Shares at a price of $10.00 per Private Placement Share, for an aggregate purchase price of $6,400,000. Each Private Placement Share is identical to the Class A ordinary shares sold in the Initial Public Offering, subject to certain limited exceptions as described in Note 7. A portion of the proceeds from the sale of the Private Placement Shares was added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period or during any applicable extension period, the proceeds from the sale of the Private Placement Shares held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Shares will expirebe worthless.
 
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SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. I
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 20212022
(Unaudited)
 
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On March 2, 2021, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for which the Sponsor received 5,750,000 Class B ordinary shares (the “Founder Shares”). On June 29, 2021, the Company effected a share capitalization with respect to its Class B ordinary shares of 575,000 shares thereof, resulting in the Company’s initial shareholders holding an aggregate of 6,325,000 Founder Shares. All share and
per-share
amounts have been retroactively restated to reflect the share dividend.capitalization. The Founder Shares included an aggregate of up to 825,000 shares that were subject to forfeiture depending on the extent to which the underwriter
s
’underwriters’ over-allotment option was exercised. As a result of the underwriters’ election to partially exercise their over-allotment option, on July 2, 2021, there are 75,000
a total of 750,000 Founder Shares that remainare no longer subject to forfeiture by theand 75,000 Founder Shares were forfeited, resulting in an aggregate of 6,250,000 Founder Shares outstanding.
Sponsor. In June 2021, the Sponsor transferred 30,000 Founder Shares to Vladimir Coric, an independent director of the Company. The sale of the Founders Shares to the Company’s independent director. 
director is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 30,000 shares granted to the Company’s director was $214,160 or approximately $7.14 per share. The Founders Shares were effectively sold subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of June 30, 2022, the Company determined that a Business Combination is not considered probable, and, therefore, 0 stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares.
The Initial ShareholdersSponsor and the Company’s directors and officers have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share
sub-divisions,
share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any
30-trading
any30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.
Administrative Services Agreement
The Company entered into an agreement commencing on June 30, 2021, in which it will pay an affiliate of the Sponsor up to
$10,000$10,000 per month, commencing on June 30, 2021, for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees.
For the three and six months ended June 30, 2022, the Company incurred $30,000 and $60,000, respectively, in fees for these services, of which such amount was accrued in due to related parties. For the period from February 25, 2021 (inception) through June 30, 2021, the Company did not incur any fees for these services.
Advance fromDue to Related Party
As ofFor the six months ended June 30, 2021,2022, an affiliate of the Sponsor had advanced the Company $25,692$70,127 for working capital purposes. Thepurposes, inclusive of the administrative services agreement noted above, of which $0 was repaid during the six months ended June 30, 2022. As of June 30, 2022 and December 31, 2021, the outstanding balance under the advance of $25,692 was subsequently repaid on July 7, 2021.$80,127 and $10,000, respectively.
Promissory Note — Related Party
On March 2, 2021, the SponsorCompany issued an unsecured promissory note to the CompanySponsor (the “Promissory
“Pre-IPO
Sponsor Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The
Pre-IPO
Sponsor Promissory Note was
non-interest
bearing and payable on the earlier of December 31, 2021 and the completion of the Initial Public Offering. As of June 30, 2021, there was $300,000 outstanding under the Promissory Note. The outstanding balance under the
Pre-IPO
Sponsor Promissory Note of $300,000 was repaid at the closing of the Initial Public Offering on July 2, 2021. Borrowings are no longer available under the
Pre-IPO
Sponsor Promissory Note.
On April 20, 2022, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor pursuant to which the Company may borrow up to an aggregate principal amount of $1,500,000. The Promissory Note is
non-interest
bearing, unsecured and payable upon the earlier of July 2, 2023 and the effective date of the Company’s Business Combination. The Promissory Note is subject to customary events of default which could, subject to certain conditions, cause the Promissory Notes to become immediately due and payable. On April 26, 2022, the Company drew $250,000 under the Promissory Note, which amount remains outstanding as of June 30, 2022.
Related Party Loans
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to (other than pursuant to the Promissory Note, loan the Company additional funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, it may repay such loaned amounts out of the proceeds of the Trust Account. In the event that the Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such Working Capital Loans may be convertible into shares at a price of $10.00 per share at the option of the lender. Such shares would be identical to the Private Placement Shares. As of June 30, 2022 and December 31, 2021, other than as described above with respect to the Promissory Note, there are 0were no outstanding amounts under the Working Capital Loans.
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SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. I
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
(Unaudited)
Subscription Agreements
Concurrently with the execution of the Akili Merger Agreement, the Company entered into Subscription Agreements with the Sponsor Related PIPE Investors, pursuant to which the Sponsor Related PIPE Investors have subscribed for shares of Akili, Inc. common stock in connection with the PIPE Investment. The Sponsor Related PIPE Investors are expected to fund $135,400,000 of the PIPE Investment, for which they will receive 13,540,000 shares of Akili, Inc. common stock. Specifically, (i) SC Master Holdings, LLC, an entity affiliated with Chamath Palihapitiya, subscribed for 10,000,000 shares of Akili, Inc. common stock, (ii) Averill Master Fund, Ltd., an entity affiliated with Kishen Mehta, subscribed for 3,540,000 shares of Akili, Inc. common stock. The PIPE Investment will be consummated substantially concurrently with the closing of the Akili Business Combination.
NOTE 6. COMMITMENTS AND CONTINGENCIES
Registration Rights
Pursuant to a registration rights agreement entered into on June 29, 2021, the holders of the Founder Shares, Private Placement Shares and any Private Placement Shares that may be issued on conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable
lock-up
period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In connection with the Akili Business Combination, the registration rights agreement will be amended and restated.
 
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SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. I
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 20212022
(Unaudited)
 
Beginning on February 24, 2022, certain purported shareholders of the Company sent demand letters (the “Demands”) alleging deficiencies and/or omissions in the Registration Statement on Form
S-4
filed by the Company with the SEC on February 14, 2022. The Demands seek additional disclosures to remedy these purported deficiencies.
On March 11, 2022, a purported shareholder of the Company filed a complaint against the Company, the members of the Company’s board of directors, BofA Securities, Inc. and Morgan Stanley & Co. LLC in the Supreme Court of the State of New York for the County of New York. The complaint is captioned as Elstein v. Palihapitiya et al., Case No. 651138/2022 (N.Y. Sup. Ct. N.Y. Cty., Mar. 11, 2022) (the “Complaint” and, along with the Demands, the “Matters”). The Complaint asserted, among other things, claims for breach of fiduciary duty to disclose under Delaware law and Cayman Islands law. The Complaint alleged that the Company and its board of directors caused a materially misleading and incomplete proxy statement to be filed on February 14, 2022 with the SEC. Among other remedies, the plaintiff sought to enjoin the Company’s shareholder meeting in connection with the Akili Business Combination and be awarded attorney fees and costs. On June 29, 2022, the Complaint was voluntarily discontinued with prejudice.
The Company believes that the allegations in the Matters are meritless. If any Matter is not resolved, the Matters could prevent or delay completion of the Akili Business Combination and result in costs to the Company and Akili. If plaintiffs are successful in obtaining an injunction prohibiting the completion of the Akili Business Combination on the agreed-upon terms, then such injunction may prevent the Akili Business Combination from being completed, or from being completed within the expected time frame. Other potential plaintiffs may file additional lawsuits or send additional demand letters in connection with the Akili Business Combination.
Underwriting Agreement
The underwriters are entitled to a deferred underwriting commission of $0.35 per Public Share sold in the base offering, or $7,700,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Restricted Stock Unit Award
In September 2021, pursuant to a Director Restricted Stock Unit Award Agreement, dated September 24, 2021, between the Company and Senthil Sundaram, the Company agreed to grant 30,000 restricted stock units (“RSUs”) to Mr. Sundaram, which grant is contingent on both the consummation of a Business Combination and a shareholder approved equity plan. The RSUs will vest upon the consummation of such Business Combination 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 RSUs granted by the Company are in the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The RSUs granted are subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the RSUs is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of June 30, 2022, the Company did not have a shareholder approved equity plan and also determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of RSUs times the grant date fair value per share (unless subsequently modified).
NOTE 7. SHAREHOLDER’STEMPORARY EQUITY AND PERMANENT DEFICIT
Preference Shares
—
The Company is authorized to issue 5,000,000 preference shares, with a par value of $0.0001 per share. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Company’s board of directors will be able to, without shareholder approval, issue preference shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the Company’s ordinary shares and could have anti-takeover effects. At June 30, 2022 and December 31, 2021, there were 0no preference shares issued or outstanding.
Class
 A Ordinary Shares
—The Company is authorized to issue 500,000,000 Class A ordinary shares, with a par value of $0.0001 per share. At June 30, 2022 and December 31, 2021, there were 0640,000 Class A ordinary shares issued or outstanding.and outstanding, excluding 25,000,000 Class A ordinary shares subject to possible redemption which are presented as temporary equity.
Class
 B Ordinary Shares
—The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share. At June 30, 2022 and December 31, 2021, there were 6,325,0006,250,000 Class B ordinary shares issued and outstanding,
which includes
outstanding.
825,000
C
lass B ordinary shares subject to forfeiture if the underwriters do not exercise their over-allotment option.
Holders of record of Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided that prior to a Business Combination, holders of Class B ordinary shares will have the right to appoint all of the Company’s directors and remove members of its board of directors for any reason, and holders of Class A ordinary shares will not be entitled to vote on the appointment of directors during such time.
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SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. I
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
(Unaudited)
The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Business Combination, or earlier at the option of the holder, on a
one-for-one
basis, subject to adjustment for share
sub-divisions,
share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, and subject to further adjustment. Inlike. Additionally, in the event that additional (in excess of the amounts issued in the Initial Public Offering) Class A ordinary shares, or equity-linked securities, are issued or deemed issued in connection with the closing of the Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders, and excluding the Private Placement Shares), including any Class A ordinary shares issued or deemed issued, or issuable upon the conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with the Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the Business Combination and any private placement shares issued to the Sponsor or its affiliates upon conversion of Working Capital Loans; provided that such conversion of Class B ordinary shares will never occur on a less than
one-for-one
one-for-one-basis.
basis.
Private Placement Shares
—The Private Placement Shares willare not be transferable, assignable, or salable until 30 days after the completion of initiala Business Combination (except, among other limited exceptions, to the Company’s directors and officers and other persons or entities affiliated with the Sponsor). Holders of the Private Placement Shares are entitled to certain registration rights. If the Company does not complete its initiala Business Combination within the Combination Period or during any applicable extension period, the proceeds from the sale of the Private Placement Shares held in the Trust Account 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.
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SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. I
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2022
(Unaudited)
NOTE 8. FAIR VALUE MEASUREMENTS
The Company follows the guidance in ASC 820 for its financial assets and liabilities that are
re-measured
and reported at fair value at each reporting period, and
non-financial
assets and liabilities that are
re-measured
and reported at fair value at least annually.
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1:Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3:Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
   
Description
   
Level
   
June 30, 2022
   
December 31, 2021
 
Assets:                    
Marketable securities held in Trust Account        1   $250,371,095   $250,008,324 
NOTE 8.9. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.
 
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to Social Capital Suvretta Holdings Corp. I. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to SCS Sponsor I LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements.statements, including with respect to our recently announced proposed Akili Business Combination (as defined below). Words such as “expect,“anticipate,” “believe,” “anticipate,“continue,” “intend,“could,” “estimate,” “seek”“expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would” and variations and similar words and expressions are intended to identify such forward-looking statements. Such
forward-looking
statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s prospectus for its Initial Public Offering Annual Report on Form
10-K
filed with the SEC.SEC and the Registration Statement on Form
S-4,
as amended, that we have filed with the SEC relating to our proposed Akili Business Combination (the “Akili Disclosure Statement”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated in the Cayman Islands on February 25, 2021, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”).Business Combination. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Shares, our shares, debt or a combination of cash, shares and debt.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
Recent Developments
On January 26, 2022, we entered into an Agreement and Plan of Merger (the “Akili Merger Agreement”) by and among us, Karibu Merger Sub, Inc., a Delaware corporation and our direct wholly owned subsidiary, and Akili Interactive Labs, Inc., a Delaware corporation (“Akili”). For more information about the Akili Merger Agreement and the proposed Business Combination with Akili (the “Akili Business Combination”), see Note 1 to the accompanying condensed consolidated financial statements, our Current Report on
Form
8-K
filed with the SEC on January 26, 2022, as amended on January 27, 2022, and the Akili Disclosure Statement. Unless specifically stated, this Quarterly Report does not give effect to the proposed Akili Business Combination and does not contain the risks associated with the proposed Akili Business Combination. Such risks and effects relating to the proposed Akili Business Combination are included in the Akili Disclosure Statement. The consummation of the proposed Akili Business Combination is subject to certain conditions as further described in the Akili Merger Agreement.
Results of Operations
We have neither engaged in any operations nor generated any operating revenues to date. Our only activitiesAll activity for the period from February 25, 2021 (inception) through June 30, 2021 were organizational activities, and those necessary2022 related to prepare forour formation, the Initial Public Offering, described below.below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination and activities in connection with the proposed Akili Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination.Combination, at the earliest. We will generate
non-operating
income in the form of interest income on marketable securities held in the Trust Account. We will incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.expenses in connection with searching for, and completing, a Business Combination.
For the three months ended June 30, 2022, we had a net loss of $1,734,047, which consisted of operating and formation costs of $2,071,642, offset by interest earned on marketable securities held in the Trust Account of $337,595.
For the six months ended June 30, 2022, we had a net loss of $5,910,255, which consisted of operating and formation costs of $6,273,026, offset by interest earned on marketable securities held in the Trust Account of $362,771.
For the three months ended June 30, 2021, we had a net loss of $143, which solely consisted of operating and formation and operating costs.
For the period from February 25, 2021 (inception) through June 30, 2021, we had a net loss of $5,325, which solely consisted of operating and formation costs.
Risks and operating costs.Uncertainties
Management continues to evaluate the impact of the
LiquidityCOVID-19
pandemic and Capital Resources
Subsequent tohas concluded that while it is reasonably possible that the pandemic could have a negative effect on the Company’s business, financial position, results of operations and/or the search for a target company, the specific impact is not readily determinable as of the date of these condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this Quarterly Report, onuncertainty.
Liquidity and
G
oing Concer
n
On July 2, 2021, we consummated the Initial Public Offering of 25,000,000 Public Shares, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Public Shares, at $10.00 per Public Share, generating gross proceeds of $250,000,000. SimultaneouslySubstantially concurrently with the closing of the Initial Public Offering, we consummated the sale of 640,000 Private Placement Shares at a price of $10.00 per Private Placement Share in a private placement to the Sponsor, generating gross proceeds of $6,400,000.
Following the Initial Public Offering, the partial exercise of the over-allotment option and the sale of the Private Placement Shares, a total of $250,000,000 was placed in the Trust Account. We incurred $12,488,190 in Initial Public Offering related costs, including $4,400,000 of underwriting fees, $7,700,000 of deferred underwriting fees and $388,190 of other costs.
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Table of Contents
For the six months ended June 30, 2022, cash used in operating activities was $533,145. Net loss of $5,910,255 was affected by interest earned on marketable securities held in the Trust Account of $362,771. Changes in operating assets and liabilities provided $5,739,881 of cash for operating activities.
For the period from February 25, 2021 (inception) through June 30, 2021, cash used in operating activities was $19,837. Net loss of $5,325 was offset by formation costs paid through issuance of Class B ordinary shares to the Sponsor of $5,000. Changes in operating assets and liabilities used $19,512 of cash for operating activities.
As of June 30, 2022 and December 31, 2021, we had cash and marketable securities held in the Trust Account of $250,371,095 and $250,008,324, respectively. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, (less income taxes payable),excluding deferred underwriting commissions, to complete our Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
 
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WeAs of June 30, 2022 and December 31, 2021, we had cash of $145,044 and $428,189, respectively, held outside of the Trust Account. If we do not complete the Akili Business Combination, we intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.
In order The use of funds related to fund working capital deficiencies or finance transaction costs in connection with athe Akili Business Combination is described in the Akili Disclosure Statement.
The Company may need to raise additional capital through loans or additional investments from its Sponsor, or certain of ourshareholders, officers, and directors, or their affiliatesthird parties. The Company’s officers, directors and Sponsor may, but are not obligated to (other than pursuant to the Promissory Note (as defined in Note 5)), loan usthe Company additional funds, asfrom time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain such additional financing. If the Company is unable to raise additional capital, it may be required. If we completerequired to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the condensed consolidated financial statements. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
The Company has performed an assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. The Company has until July 2, 2023 to consummate a Business Combination, we would repay such loaned amounts. Inwhich date may be extended pursuant to its Amended and Restated Memorandum and Articles of Association. It is uncertain that the event thatCompany will be able to consummate a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into shares at a price of $10.00 per share at the option of the lender. Such shares would be identical to the Private Placement Shares.
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking
in-depth
due diligence and negotiatingby July 2, 2023. If a Business Combination are less thanis not consummated by this date and such date is not extended pursuant to the actual amount necessaryCompany’s Amended and Restated Memorandum and Articles of Association, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur within the required time period, and potential subsequent dissolution raises substantial doubt about the Company’s ability to do so,continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after July 2, 2023.
On April 20, 2022, we issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which we may have insufficient funds availableborrow up to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant numberan aggregate principal amount of our public shares$1,500,000. The Promissory Note is
non-interest
bearing, unsecured and payable upon completionthe earlier of July 2, 2023 and the effective date of our Business Combination, inCombination. The Promissory Note is subject to customary events of default which case we may issue additional securities or incur debt in connection with such Business Combination.could, subject to certain conditions, cause the Promissory Notes to become immediately due and payable.
Off-Balance
Sheet Arrangements
We have no obligations, assets or liabilities which would be considered
off-balance
sheet arrangements as of June 30, 2021.2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating
off-balance
sheet arrangements. We have not entered into any
off-balance
sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any
non-financial
assets.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor up to $10,000 per month for office space, administrative and support services. UponWe began incurring these fees on June 30, 2021 and will continue to incur these fees monthly until the earlier of the completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees.and our liquidation.
The underwriters are entitled to a deferred underwriting commission of $0.35 per Public Share sold in the base offering, or $7,700,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.
Critical Accounting Policies
The preparation of condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and revenue and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified anythe following critical accounting policies.policies:
Class A Ordinary Shares Subject to Possible Redemption
We account for our Class A ordinary shares subject to possible conversion in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the permanent deficit section of our condensed consolidated balance sheets.
Net Loss per Ordinary Share
Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. We have two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Losses are shared pro rata between the two classes of shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
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Recent Accounting Standards
In August 2020, the FASB issued ASU
No. 2020-06,
“Debt—Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic
815-40):
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU
2020-06”),
which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU
2020-06
removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU
2020-06
is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU
2020-06
effective as of January 1, 2021. The adoption of ASU
2020-06
did not have an impact on the Company’s condensed consolidated financial statements.
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required forWe are a smaller reporting companies.company as defined by Rule
12b-2
of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
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Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, 2021, as such term is defined in Rules
13a-15(e)
and
15d-15(e)
under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
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Evaluation of Disclosure Controls and Procedures
As required by Rules
13a-15
and
15d-15
under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2022. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules
13a-15(e)
and
15d-15(e)
under the Exchange Act) were not effective, due to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments. As a result, we performed additional analysis as deemed necessary to ensure that our condensed consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the condensed consolidated financial statements included in this Quarterly Report on Form
10-Q
present fairly in all material respects our financial position, results of operations, and cash flows for the periods presented.
Management has implemented remediation steps to improve our disclosure controls and procedures and our internal control over financial reporting. Specifically, we expanded and improved our review process for complex securities and related accounting standards. We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.
Changes in Internal Control over Financial Reporting
There waswere no change inadditional changes to our internal control over financial reporting (as such term is defined in Rules
13a-15(f)
and
15d-15(f)
of the Exchange Act) that occurred during the fiscal quarter of 2021 covered by this Quarterly Reportended June 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II -
—OTHER INFORMATION
Item 1. Legal Proceedings
Beginning on February 24, 2022, certain purported shareholders of the Company sent demand letters (the “Demands”) alleging deficiencies and/or omissions in the Registration Statement on Form
S-4
filed by the Company with the SEC on February 14, 2022. The Demands seek additional disclosures to remedy these purported deficiencies.
None
On March 11, 2022, a purported shareholder of the Company filed a complaint against the Company, the members of the Company’s board of directors, BofA Securities, Inc. and Morgan Stanley & Co. LLC in the Supreme Court of the State of New York for the County of New York. The complaint is captioned as Elstein v. Palihapitiya et al., Case No. 651138/2022 (N.Y. Sup. Ct. N.Y. Cty., Mar. 11, 2022) (the “Complaint” and, along with the Demands, the “Matters”). The Complaint asserted, among other things, claims for breach of fiduciary duty to disclose under Delaware law and Cayman Islands law. The Complaint alleged that the Company and its board of directors caused a materially misleading and incomplete proxy statement to be filed on February 14, 2022 with the SEC. Among other remedies, the plaintiff sought to enjoin the Company’s shareholder meeting in connection with the Akili Business Combination and be awarded attorney fees and costs. On June 29, 2022, the Complaint was voluntarily discontinued with prejudice.
The Company believes that the allegations in the Matters are meritless. If any Matter is not resolved, the Matters could prevent or delay completion of the Akili Business Combination and result in costs to the Company and Akili. If plaintiffs are successful in obtaining an injunction prohibiting the completion of the Akili Business Combination on the agreed-upon terms, then such injunction may prevent the Akili Business Combination from being completed, or from being completed within the expected time frame. Other potential plaintiffs may file additional lawsuits or send additional demand letters in connection with the Akili Business Combination.
Item 1A. Risk Factors
Factors that could cause our actual results to differ materially from those in this reportQuarterly Report include the risk factors described in our final prospectus for our Initial Public Offering Annual Report on Form
10-K
filed with the SEC. As of the date of this Report, thereSEC on March 24, 2022. There have been no material changes in such risk factors since such filing, except for the below. For risk factors related to the risk factors disclosed in our final prospectus for our Initial Public Offeringproposed Akili Business Combination, see the “Risk Factors” section of the Registration Statement on Form
S-4,
as amended, that we have filed with the SEC.SEC relating to our proposed Akili Business Combination.
Changes in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations, may adversely affect our business, including our ability to negotiate (if we do not complete the Akili Business Combination) and complete our initial Business Combination, and results of operations.
We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements, our business combination may be contingent on our ability to comply with certain laws and regulations and any post-business combination company may be subject to additional laws and regulations. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. A failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial Business Combination, and results of operations. In addition, those laws and regulations and their interpretation and application may change from time to time, including as a result of changes in economic, political, social and government policies, and those changes could have a material adverse effect on our business, including our ability to negotiate and complete our initial Business Combination, and results of operations.
On March 30, 2022, the SEC issued proposed rules that would, among other items, impose additional disclosure requirements in business combination transactions involving SPACs and private operating companies; amend the financial statement requirements applicable to business combination transactions involving such companies; update and expand guidance regarding the general use of projections in SEC filings, as well as when projections
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are disclosed in connection with proposed business combination transactions; increase the potential liability of certain participants in proposed business combination transactions; and impact the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our business, including our ability to negotiate (if we do not complete the Akili Business Combination) and complete our initial business combination (if we do not complete the Akili Business Combination prior to such adoption) and may increase the costs and time related thereto.
Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On July 2, 2021, we consummated the Initial Public Offering of 25,000,000 Public Shares, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Public Shares. The Public Shares were sold at an offering price of $10.00 per Public Share, generating total gross proceeds of $250,000,000. Morgan Stanley acted as sole book-running manager and SoFi acted
as
co-manager, of
of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statements on Form
S-1
(No.Nos.
333-256723
and
333-257543).
The Securities and Exchange Commission declared the registration statements became effective on June 29, 2021 and June 30, 2021.
SimultaneousSubstantially concurrently with the consummation of the Initial Public Offering, we consummated the private placement of an aggregate of 640,000 Private Placement Shares at a price of $10.00 per Private Placement Share, generating total proceeds of $6,400,000. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Of the gross proceeds received from the Initial Public Offering, the exercise of the over-allotment option and the Private Placement Shares, an aggregate of $250,000,000 was placed in the Trust Account.
We paid a total of $4,400,000 in underwriting discounts and commissions and $388,190 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer $7,700,000 in underwriting discounts and commissions.
For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Quarterly Report.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
Item 5. Other Information
None
 
13
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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.
 
No.
 
Description of Exhibit
1.1Underwriting Agreement, dated as of June 29, 2021, between the Company and Morgan Stanley & Co. LLC.(1)
3.13.1(1) Amended and Restated Memorandum and Articles of Association of the Company. (1)Registrant.
10.110.1(2) Letter Agreement,Promissory Note, dated as of June 29, 2021, among the Company, the Sponsor and the Company’s officers and directors. (1)April 20, 2022
10.2Investment Management Trust Agreement, dated as of June 29, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee. (1)
10.3Registration Rights Agreement, dated as of June 29, 2021, among the Company and certain other security holders named therein. (1)
10.4Administrative Services Agreement, dated as of June 29, 2021, between the Company and Social + Capital Partnership, LLC. (1)
10.5Private Placement Shares Purchase Agreement, dated as of June 29, 2021, between the Company and the Sponsor. (1)
10.6Form of Indemnity Agreement, dated June 29, 2021, between the Company and each of its officers and directors. (1)
31.1*31.1 Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*31.2 Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*101.INS INLINE XBRL Instance Document
101.SCH*101.SCH INLINE XBRL Taxonomy Extension Schema Document
101.CAL*101.CAL INLINE XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*101.DEF INLINE XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*101.LAB INLINE XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*101.PRE INLINE XBRL Taxonomy Extension Presentation Linkbase Document
104*104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
Filed herewith.
(1)
Previously filed as an exhibitIncorporated by reference to ourExhibit 3.1 to the Registrant’s Current Report on Form
8-K
filed on July 2, 2021 and incorporated2021.
(2)
Incorporated by reference herein.to Exhibit 3.1 to the Registrant’s Current Report on Form
8-K
filed on April 22, 2022.
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SIGNATURES
In accordance withPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  
SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. I
Date: August 16, 202112th, 2022  By: 
/s/ Chamath Palihapitiya
  Name: Chamath Palihapitiya
  Title: Chairman and Chief Executive Officer
   (Principal Executive Officer)
Date: August 16, 202112th, 2022  By: 
/s/ James Ryans
  Name: James Ryans
  Title: Chief Financial Officer
   (Principal Financial and Accounting Officer)
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