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Item 1. Financial Statements

2021-11-15 compared with 2021-08-16 · 238 added, 128 removed, 176 unchanged (68% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEET

JUNE 30, 2021

SEPTEMBER 30, 2021

Current assets

1 unchanged sentence

Total Current Assets

Deferred offering costs

LIABILITIES AND SHAREHOLDER’S EQUITY

Investments held in Trust Account

LIABILITIES, TEMPORARY EQUITY AND PERMANENT DEFICIT

Current liabilities

Accrued expenses

Accrued offering costs

Advance from related party

Promissory note – related party

Accounts payable and accrued expenses

Advances from related party

Total Current Liabilities

Deferred underwriting fee payable

TOTAL LIABILITIES

Commitments and Contingencies (Note 7)

Shareholder’s Equity

Temporary Equity

Class A ordinary shares subject to possible redemption, 25,000,000 shares at redemption value

Permanent Deficit

Preference shares, $ 0.0001 par value;

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500,000,000 shares authorized;

no shares issued and outstanding

640,000 shares issued and outstanding (excluding 25,000,000 shares subject to possible redemption)

Class B ordinary shares, $ 0.0001 par value;

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Accumulated deficit

Total Shareholder’s Equity

TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY

Includes 825,000 Class B ordinary shares

subject to forfeiture

if the underwriters do not exercise their over-allotment option (see

Total Permanent Deficit

TOTAL LIABILITIES, TEMPORARY EQUITY AND PERMANENT DEFICIT

The accompanying notes are an integral part of the unaudited condensed financial statements.

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CONDENSED STATEMENTS OF OPERATIONS

September 30,

2021 (Inception)

September 30,

Operating and formation costs

Loss from operations

Weighted average shares outstanding, basic and diluted (1)

Basic and diluted net loss per ordinary share

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).

Other income:

Interest earned on marketable securities held in Trust Account

Basic and diluted weighted average shares outstanding, Class A ordinary shares

Basic and diluted net loss per share, Class A ordinary shares

Basic and diluted weighted average shares outstanding, Class B ordinary shares

Basic and diluted net loss per share, Class B ordinary shares

The accompanying notes are an integral part of the unaudited condensed financial statements.

SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

CONDENSED STATEMENT S

OF CHANGES IN SHAREHOLDER’S EQUITY

THREE MONTHS ENDED JUNE 30, 2021 AND FOR THE PERIOD FROM FEBRUARY 25, 2021 (INCEPTION) THROUGH JUNE 30, 2021

CONDENSED STATEMENTS OF CHANGES IN TEMPORARY EQUITY AND PERMANENT EQUITY (DEFICIT)

THREE MONTHS ENDED SEPTEMBER 30, 2021 AND FOR THE PERIOD FROM FEBRUARY 25, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

Temporary Equity

Ordinary Shares

Shareholder’s

Ordinary Shares

Equity (Deficit)

Balance — February 25, 2021 (Inception)

Issuance of Class B ordinary shares to Sponsor (1)

Issuance of Class B

ordinary shares to Sponsor

Balance — March 31,

Balance — June 30,

Includes 825,000 Class B ordinary shares subject to forfeiture if the underwriters do not exercise their over-allotment option (see Note 5).

Sale of 25,000,000 Public Shares, net of underwriting

discounts and offering expenses

Accretion of Class A ordinary shares to redemption value

Sale of 640,000 Private Placement Shares

Forfeiture of Founder Shares

September 30, 2021

The accompanying notes are an integral part of the unaudited condensed financial statements.

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CONDENSED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM FEBRUARY 25, 2021 (INCEPTION) THROUGH JUNE 30, 2021

FOR THE PERIOD FROM FEBRUARY 25, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

Cash Flows from Operating Activities:

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

Formation costs paid by Sponsor in exchange for issuance of Founder Shares

Interest earned on marketable securities held in Trust Account

Changes in operating assets and liabilities:

Prepaid expenses

Accrued expenses

Accounts payable and accrued expenses

Net cash used in operating activities

Cash Flows from Investing Activities:

Investment of cash into Trust Account

( 250,000,000

Net cash used in investing activities

( 250,000,000

Cash Flows from Financing Activities

Proceeds from sale of Public Shares, net of underwriting discounts paid

Proceeds from sale of Private Placement Shares

Advance from related party

Repayment of advances from related party

Proceeds from promissory note – related party

Repayment of promissory note - related party

Payment of offering costs

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Cash – End of period

financing activities:

Deferred offering costs included in accrued offering costs

Deferred offering costs paid directly by Sponsor in exchange for the issuance of Class B ordinary shares

investing and financing activities:

Offering costs paid by Sponsor in exchange for issuance of Founder Shares

Deferred underwriting fee payable

The accompanying notes are an integral part of the unaudited condensed financial statements.

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NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2021

SEPTEMBER 30, 2021

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Social Capital Suvretta Holdings Corp.

III (the “Company”) is a newly incorporated blank check company incorporated as a Cayman Islands exempted company on February 25, 2021.

III (the “Company”) is a 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.

As of June 30, 2021, the Company had not commenced any operations.

All activity for the period from February 25, 2021 (inception) through June 30, 2021 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.

As of September 30, 2021, the Company had not commenced any operations.

All activity for the period from February 25, 2021 (inception) through September 30, 2021 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.

The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.

The Company will generate non-operating

The Company generates non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering became effective on June 29, 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.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 640,000 shares (the “Private Placement Shares”) at a price of $ 10.00 per Private Placement Share in a private placement to SCS Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”), generating gross proceeds of $ 6,400,000 , which is described in Note 4.

The registration statements for the Company’s Initial Public Offering became effective on June 29, 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 4.

Simultaneously 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 III LLC, a Cayman Islands limited liability company (the “Sponsor”), generating gross proceeds of $ 6,400,000 , which is described in Note 5.

Transaction costs amounted to $ 12,479,666 , consisting of $ 4,400,000 of underwriting fees, $ 7,700,000 of deferred underwriting fees and $ 379,666 of other offering costs.

Following 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.

In 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”), 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-7

of the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Treasuries and meeting certain conditions of Rule 2a-7of 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 (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;

(a) the completion of a Business Combination;

(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.

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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-transaction 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.

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-Business Combination company owns or

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.

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.

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 minimum 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.

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.

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NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2021

SEPTEMBER 30, 2021

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 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 a 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.

If the Company seeks shareholder approval in connection with a Business Combination, the Company will complete such 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.

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:

The Sponsor 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;

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 Shareholders and the Company’s directors and officers have also agreed to vote any Founder Shares and Public Shares held by them in favor of the Business Combination.

If the Company submits the Business Combination to the Public Shareholders for a vote, the Sponsor 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”).

However, if the Company has not completed a Business Combination within such 24-month

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, the Company will:

However, if the Company has not completed a Business Combination within such 24-month 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, 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);

(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.

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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.

Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement s

The Company has since competed its Initial Public Offering at which time capital in excess of the funds deposited 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-evaluated

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 s

was issued, and therefore substantial doubt has been alleviated.

Risks and Uncertainties

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The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Liquidity and Going Concern

As of September 30, 2021, the Company had $ 542,304 in its operating bank accounts, $ 250,003,042 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital of $ 1,384,477 .

As of September 30, 2021, approximately $ 3 ,000 of the amount on deposit in the Trust Account represented interest income.

Until 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, loan the Company 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 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 financial statements.

These 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.

SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2021

SEPTEMBER 30, 2021

OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In connection with the preparation of the Company’s financial statements as of September 30, 2021, the Company concluded it was appropriate to restate

the presentation of Class A ordinary shares subject to possible redemption to reflect its Public Shares within temporary equity after determining the Public Shares redemption feature is not solely within the control of the Company.

In accordance with the SEC and its staff’s guidance on redeemable equity instruments, Accounting Standards Codification (“ASC”) 480, paragraph 10-99, redemption provisions not solely within the control of the Company require ordinary share s

subject to redemption to be classified outside of permanent equity.

The Company previously recorded the Class A ordinary shares subject to possible redemption to be equal to the redemption value, while also taking into consideration a redemption cannot result in net tangible assets being less than

$ 5,000,001 , thus recording a portion of the Class A ordinary shares as permanent equity.

The re statement

resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in

capital (to the extent available), accumulated deficit and Class A ordinary shares.

There has been no change in the Company’s total assets, liabilities or operating results.

The impact of the

on the Company’s financial statements previously included on Form 8-K as filed on July 2, 2021 is reflected in the following table.

Balance Sheet as of July 2, 2021

As Previously

Class A ordinary shares subject to possible redemption

Class A ordinary shares

Additional paid-in

Accumulated deficit

Total Permanent Equity (Deficit)

Number of Class A ordinary shares subject to possible redemption

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance 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

The accompanying unaudited condensed financial statements are prepared in conformity 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

Certain information or footnote disclosures normally included in 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.

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In the opinion of management, the accompanying unaudited condensed 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 financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on July 1

, 2021, as well as the Company’s Current Report on Form 8-K,

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as 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.

The interim results for the three months ended June 30, 2021 and for the period from February 25, 2021 (inception) through June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.

The interim results for the three months ended September 30, 2021 and for the period from February 25, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future periods.

Emerging Growth Company Status

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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 no t have any cash equivalents as of June 30, 2021.

Deferred Offering Costs

Offering costs consist of underwriting, legal, accounting 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 completion of the Initial Public Offering.

Offering costs amounted to

2021 , there were $

379,666 of deferred offering costs recorded in the accompanying condensed balance sheet.

The Company did no t have any cash equivalents as of September 30, 2021.

Marketable Securities Held in Trust Account

At September 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S.

Treasury securities.

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 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 shareholders’ equity.

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 as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s condensed balance sheet.

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.

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 IPO that were directly related to the IPO.

The Company incurred offering costs amounting to $ 12,479,666 as a result of the IPO consisting of $ 4,400,000 of underwriting commissions, $ 7,700,000 of deferred underwriting commissions, and $ 379,666 of other offering costs.

The offering costs were charged to temporary equity and additional paid-in capital upon the completion of the IPO.

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.

SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2021

SEPTEMBER 30, 2021

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”).

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The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2021.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

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.

The Company is considered to be an exempted Cayman Islands company 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) per Ordinary Share

Net income (loss) per share is computed by dividing net income (loss)

by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture.

At June 30, 2021, weighted average shares were reduced for the effect of an aggregate of 825,000 ordinary shares that were subject to forfeiture if the over-allotment option i

s not exercised by the underwriters (see Note 5).

As of June 30, 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 loss per share is the same as basic loss per share for the period presented.

Net Loss per Ordinary Share

Net income (loss) per ordinary share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period.

The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

Income and losses are shared pro rata between the two classes of shares.

Accretion associated with the redeemable Class A ordinary shares is excluded from net loss per ordinary share as the redemption value approximates fair value.

As of September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised 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

September 30, 2021

For the Period from

February 25, 2021 (Inception)

September 30, 2021

Basic and diluted net loss per ordinary share

Allocation of net loss

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per ordinary share

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 .

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.

3 unchanged sentences

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 financial statements.

SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

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 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).

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).

PRIVATE PLACEMENT

Simultaneously 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 price of $ 6,400,000 .

$ 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 8.

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 expire worthless.

SOCIAL CAPITAL SUVRETTA HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2021

RELATED PARTY TRANSACTIONS

2 unchanged sentences

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.

The Founder Shares included an aggregate of up to 825,000 shares that were subject to forfeiture depending on the extent to which the 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 Founder Shares that remain subject to forfeiture by the Sponsor.

In June 2021, the Sponsor transferred 30,000 Founder Shares to Marc Semigran, the Company’s independent director.

The Initial Shareholders 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

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.

All share and per-share amounts have been retroactively restated to reflect the share 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 underwriters’ over-allotment option was exercised.

As a result of the underwriters’ election to partially exercise their over-allotment option, a total of

750,000 Founder Shares are no longer subject to forfeiture and

75,000 Founder Shares were forfeited resulting in an aggregate of

6,250,000 Founder Shares outstanding.

In June 2021, the Sponsor transferred

30,000 Founder Shares to Marc Semigran, an independent director of the Company.

The Founders Shares were effectively sold subject to a performance condition (i.e., the occurrence of a Business Combination).

As of September 30, 2021, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized.

The Sponsor 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 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 per month for office space, administrative and support services.

The Company entered into an agreement in which it will pay an affiliate of the Sponsor

$ 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 months ended September 30, 2021 and for the period from February 25, 2021 (inception) through September 30, 2021, the Company incurred

$ 30,000 in fees for these services .

As of September 30, 2021, a total of $ 30,000 was included in Advance from Related Party in the accompanying condensed balance sheet.

Advance from Related Party

As of June 30, 2021, the Sponsor had advanced the Company $ 25,643 for working capital purposes.

The outstanding balance under the advance of $ 25,643 was subsequently repaid, on July 7, 2021.

As of September 30, 2021, the Sponsor had advanced the Company $ 63,821 for working capital purposes, of which $ 25,643 was repaid during the three months ended September 30, 2021.

As of September 30, 2021, the outstanding balance under the advance amounted to $ 38,178 .

Promissory Note — Related Party

2 unchanged sentences

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 Promissory Note of $ 300,000 was repaid at the closing of the Initial Public Offering on July 2, 2021.

5 unchanged sentences

Such shares would be identical to the Private Placement Shares.

As of June 30, 2021, there are no outstanding amounts under the Working Capital Loans.

As of September 30, 2021, there wer

e no outstanding amounts under the Working Capital Loans.

COMMITMENTS AND CONTINGENCIES

3 unchanged sentences

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

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2021

SEPTEMBER 30, 2021

Underwriting Agreement

1 unchanged sentence

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.

SHAREHOLDER’S EQUITY

Restricted Stock Unit Award

In September 2021, pursuant to a Director Restricted Stock Unit Award Agreement, dated September 24, 2021, between the Company and Ms.

Sinha, the Company granted

restricted stock units (“RSUs”) to Ms.

Sinha, which grant is contingent on both the consummation of our initial a Business Combination and a shareholder approved equity plan.

The RSUs will vest upon the consummation of such initial Business Combination and represent

Class A ordinary shares of the Company that will settle on a date we select 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 such Business Combination vesting occurs.

TEMPORARY EQUITY AND PERMANENT DEFICIT

Preference Shares

Company is authorized to issue 5,000,000 preference shares, with a par value of $ 0.0001 per share.

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, 2021, there were no preference shares issued or outstanding.

At September 30, 2021, there were

no preference shares issued or outstanding.

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, 2021 there were no Class A ordinary shares issued or outstanding.

Company is authorized to issue

500,000,000 Class A ordinary shares, with a par value of $

0.0001 per share.

At September 30, 2021, there were

640,000 Class A ordinary shares issued and outstanding, excluding

25,000,000 Class A ordinary shares subject to possible redemption which are presented as temporary equity.

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, 2021, there were 6,325,000 Class B ordinary shares issued and outstanding , which includes

825,000 Class B ordinary shares subject to forfeiture if the underwriters do not exercise their over-allotment option .

At September 30, 2021, there were 6,250,000 Class B ordinary shares issued and outstanding.

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;

6 unchanged sentences

Private Placement Shares

— The Private Placement Shares will not be transferable, assignable, or salable until 30 days after the completion of initial Business Combination (except, among other limited exceptions, to the Company’s directors and officers and other persons or entities affiliated with the Sponsor).

– The Private Placement Shares are not transferable, assignable, or salable until 30 days after the completion of a 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 initial 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.

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:

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.

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.

Unobservable inputs based on our 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 September 30, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

September 30,

Marketable securities held in Trust Account

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed 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 financial statements.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements