United States securities and exchange commission logo
June 30, 2022
Chamath Palihapitiya
Chief Executive Officer
Social Capital Suvretta Holdings Corp. I
2850 W. Horizon Ridge Parkway, Suite 200
Henderson, NV 89052
Re: Social Capital
Suvretta Holdings Corp. I
Amendment No. 4 to
Registration Statement on Form S-4
Filed June 27, 2022
File No. 333-262706
Dear Mr. Palihapitiya:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 4 to Registration Statement on Form S-4 filed June 27,
2022
Exhibits
1. Please file a revised
legal opinion that is not qualified as to jurisdiction. While counsel
may provide a legal
opinion under Delaware law, it should not indicate in the opinion that
it is admitted to
practice only in New York. For guidance, please refer to Section II.B.3.b
of Staff Legal Bulletin
No. 19. Please also ensure that various assumptions in your U.S.
counsel s opinion
filed as Exhibit 5.1 relating to matters such as due authorization or
receipt of requisite
approvals are appropriately covered by Cayman Islands counsel, or
revise.
Chamath Palihapitiya
FirstName LastNameChamath Palihapitiya
Social Capital Suvretta Holdings Corp. I
Comapany
June NameSocial Capital Suvretta Holdings Corp. I
30, 2022
June 30,
Page 2 2022 Page 2
FirstName LastName
General
2. We note that Morgan Stanley and SoFi were underwriters for the initial
public offering of
the SPAC. We further note that Morgan Stanley is also acting as a
financial advisor, and
each of Credit Suisse and Cowen is acting as a financial and capital
markets advisor, to
Akili in connection with the business combination. We also note that
Morgan Stanley,
Credit Suisse and Cowen are acting as co-placement agents to SCS with
respect to a
portion of the PIPE investment. We also note that there have been
press reports of certain
financial advisors ending their involvement in SPAC business
combination transactions.
Please tell us, with a view to disclosure, whether either you or Akili
have received notice
from any of these institutions about ceasing their involvement in your
transaction in any
way and how that may impact your deal or any deferred compensation
owed to any of
these institutions for the SPAC's initial public offering or fees
related to the business
combination transaction.
You may contact Tracey Houser at 202-551-3736 or Mary Mast at
202-551-3613 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jane Park at 202-551-7439 or Christine Westbrook at 202-551-5019 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Raaj Narayan, Esq.