UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June 29~~April 2, ~~2022~~2023

SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. II

(Exact name of registrant as specified in its charter)

Commission file number: 001-40559

Cayman Islands

98-1586137

(State of

incorporation)

(I.R.S. Employer

Identification No.)

2850 W. Horizon Ridge Parkway, Suite 200

Henderson, NV

89052

(Address of principal executive offices)

(Zip Code)

(650)-521-9007

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~TradingSymbol~~Trading Symbol		Name of each exchange on which registered
Class A ordinary shares, $0.0001 par value per share		DNAB		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 5.02

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

On ~~June 29~~April 2, ~~2022~~2023, ~~Robert~~Sean ~~Berman~~P. ~~was~~Nolan ~~appointed~~notified ~~to the board of directors (the “Board”) of~~ Social Capital Suvretta Holdings Corp. II (the “Company”). ~~Effective~~of ~~June~~his ~~29,~~intent ~~2022,~~to ~~Dr. Berman~~resign ~~was~~as ~~also~~a ~~appointed~~director toof the ~~audit~~Company ~~committee,~~upon the ~~compensation~~earlier ~~committee~~of ~~and~~ the ~~nominating~~appointment ~~and~~of ~~corporate~~his ~~governance~~successor ~~committee~~and ofJuly 31, ~~the Board~~2023. ~~The~~There ~~Board~~are ~~has~~no ~~determined~~disagreements ~~that~~between DrMr. ~~Berman~~Nolan isand anthe ~~independent~~Company, ~~director~~the ~~under~~Company’s ~~applicable~~management ~~Securities~~or ~~and~~the ~~Exchange~~Company’s ~~Commission~~board ~~and~~of ~~Nasdaq~~directors ~~Capital~~on ~~Market~~any ~~rules~~matters relating to the Company’s operations, policies or practices.

In connection with the appointment of Dr. Berman, the Company entered into the following agreements:

• A Letter Agreement, dated June 29, 2022 (the “Letter Agreement”), between the Company and Dr. Berman, pursuant to which Dr. Berman has agreed to: vote any ordinary shares of the Company held by him in favor of the Company’s initial business combination; facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within the time period required by the Company’s amended and restated memorandum and articles of association; and certain transfer restrictions with respect to the Company’s securities.

• An Indemnity Agreement, dated June 29, 2022 (the “Indemnity Agreement”), between the Company and Dr. Berman, providing Dr. Berman contractual indemnification in addition to the indemnification provided for in the Company’s amended and restated memorandum and articles of association.

• A Director Restricted Stock Unit Award Agreement, dated June 29, 2022 (the “Restricted Stock Unit Award Agreement”), between the Company and Dr. Berman, providing for the grant of 30,000 restricted stock units (“RSUs”) to Dr. Berman, which grant is contingent on (i) the Company’s consummation of an initial business combination and (ii) a shareholder approved equity plan. The RSUs will vest upon the consummation of such initial business combination (the “Vesting Date”) and represent 30,000 Class A ordinary shares (or, following a domestication by the Company as a Delaware corporation, shares of common stock) of the Company that will settle on a date determined in the sole discretion of the Company that shall occur between the Vesting Date and March 15 of the year following the year in which vesting occurs.

The foregoing descriptions of the Letter Agreement, the Indemnity Agreement and Restricted Stock Unit Award Agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement, the Indemnity Agreement and Restricted Stock Unit Award Agreement, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.

The Company will reimburse Dr. Berman for reasonable out-of-pocket expenses incurred in connection with fulfilling his role as a director. Other than the foregoing, Dr. Berman is not party to any arrangement or understanding with any person pursuant to which he was appointed as a director, nor is he party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Description
10.1		Letter Agreement, dated June 29, 2022, between the Company and Dr. Berman.
10.2		Indemnity Agreement, dated June 29, 2022, between the Company and Dr. Berman.
10.3		Director Restricted Stock Unit Award Agreement, dated June 29, 2022, between the Company and Dr. Berman.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. II

By:		/s/ James Ryans
		James Ryans
		Chief Financial Officer

Dated: ~~June 29~~April 3, ~~2022~~2023

Filing Compare · Social Capital Suvretta Holdings Corp. II