UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~May 226, ~~2022~~2023

SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. IV

(Exact name of registrant as specified in its charter)

Commission file number: 001-40561

Cayman Islands

98-1586546

(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~~(s)~~		Name of each ~~exchangeon~~exchange on which registered
Class A ordinary shares, $0.0001 par value per share		DNAD		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 38.01 ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

On ~~September~~May 226, ~~2022~~2023, Social Capital Suvretta Holdings Corp. IV (the “Company”) ~~was~~announced ~~notified by the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”)~~ that ~~the~~it ~~Company~~would ~~was~~ not incomplete ~~compliance~~its ~~with~~initial ~~the~~business ~~audit~~combination committee composition requirements set forth in Nasdaq Listing Rule 5605 (the “Rule”), due to the previously disclosed departure of a member of the Company’s board of directors (the “Board”) and audit committee. The Staff notified the Company that it will provide the Company a cure period to regain compliance with the Rule by ~~the earlier of the Company’s next annual shareholders’ meeting or August~~July 42, 2023 ~~(or~~, if the ~~Company’s~~deadline ~~next~~for ~~annual~~the ~~shareholders’~~Company ~~meeting~~to iscomplete ~~held~~its ~~before~~initial ~~January 31,~~business ~~2023, then no later than January 31, 2023)~~combination.

AsDue to the Company not completing a ~~result~~business ofcombination by July 2, 2023, as required by the ~~appointment~~Company’s Amended and Restated Memorandum and Articles of ~~William~~Association, J.following ~~Newell~~July 2, to2023, the ~~Board~~Company ~~and~~will as promptly as possible, but not more than ten business days thereafter, redeem (the ~~audit~~“Redemption”) ~~committee~~100% of the ~~Board~~Company’s issued and outstanding Class A ordinary shares, aspar ~~described~~value $0.0001 per share, that were issued in ~~Item~~the 5Company’s initial public offering (the “Public Shares”).02 ofThe ~~this~~Redemption ~~Current~~is ~~Report~~expected to be completed on ~~Form~~July 3, ~~8-K~~2023 (the “Redemption Date”). In the Redemption, funds held in the Company’s ~~has~~trust ~~regained~~account, ~~compliance~~including ~~with~~interest earned on the ~~audit~~funds ~~committee~~held ~~composition~~in ~~requirements~~the ~~set~~trust ~~forth~~account (less taxes payable on such interest and excluding up to US$100,000 of interest to pay dissolution expenses), will be distributed to each holder of Public Shares on a pro rata basis (such amount, the “Redemption Amount”). Based upon the amount held in the ~~Rule~~trust account as of March 31, 2023, which was $256,305,376, the Company estimates that the per-share Redemption Amount will be approximately $10.25.

~~Item~~The ~~5.02~~Company ~~Departure~~anticipates ofthat ~~Directors~~the orPublic ~~Certain~~Shares ~~Officers;~~will ~~Election~~cease trading as of ~~Directors;~~the ~~Appointment~~close of ~~Certain~~business ~~Officers;~~on ~~Compensatory~~June 30, ~~Arrangements~~2023. On the Redemption Date, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount. The Company has been advised that The Nasdaq Capital Market will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist the Company’s securities. Thereafter, the Company will file a Form 15 with the Commission to terminate the registration of ~~Certain~~its ~~Officers~~securities under the Securities Exchange Act of 1934, as amended.

OnBeneficial ~~September~~owners 7,of ~~2022,~~the ~~William~~Public J.Shares ~~Newell~~held ~~was~~in ~~appointed~~“street toname,” ~~the~~will ~~Board.~~not ~~Effective~~need ~~September~~to 7,take ~~2022,~~any ~~Mr. Newell~~action ~~was~~in ~~also~~order ~~appointed~~ to ~~the~~receive ~~audit~~their ~~committee,~~pro rata portion of the ~~compensation~~Redemption ~~committee~~Amount. ~~and~~Holders ~~the~~of ~~nominating~~registered ~~and~~Public ~~corporate~~Shares ~~governance~~will ~~committee~~need ofto ~~the~~present ~~Board.~~their ~~The~~respective ~~Board~~share ~~has~~certificates ~~determined~~to ~~that~~the ~~Mr. Newell~~Company’s istransfer anagent, ~~independent~~Continental ~~director~~Stock ~~under~~Transfer & ~~applicable~~Trust ~~Securities~~Company, ~~and~~to ~~Exchange~~receive ~~Commission~~their ~~and~~pro ~~Nasdaq~~rata ~~Capital~~portion ~~Market~~of ~~rules~~the Redemption Amount.

InForward ~~connection~~Looking ~~with~~Statements ~~the appointment of Mr. Newell, the Company entered into the following agreements:~~

•This Areport ~~Letter~~may ~~Agreement,~~include ~~dated~~“forward-looking ~~September~~statements” 7within the meaning of Section 27A of the Securities Act of 1933, ~~2022~~as (amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this report are forward-looking statements. When used in this report, words such as “~~Letter~~anticipate,” ~~Agreement~~“believe,”) “estimate,” ~~between~~“expect,” “intend” and similar expressions, as they relate to the Company ~~and~~or ~~William~~its J.management ~~Newell~~team, ~~pursuant~~identify toforward-looking ~~which Mr~~statements. ~~Newell~~Such ~~has~~forward-looking ~~agreed~~statements ~~to:~~are ~~vote~~based ~~any~~on ~~ordinary~~the ~~shares~~beliefs of ~~the~~management, ~~Company~~as ~~held~~well as assumptions made by, ~~him~~and ininformation ~~favor~~currently ofavailable to, the Company’s ~~initial~~management. ~~business~~Actual ~~combination;~~results ~~facilitate~~could differ materially from those contemplated by the ~~liquidation~~forward-looking ~~and~~statements ~~winding~~as upa result of certain factors detailed in the Company’s iffilings anwith ~~initial~~the ~~business~~SEC. ~~combination~~All issubsequent ~~not~~written ~~consummated~~or ~~within~~oral forward-looking statements attributable to the ~~time~~Company ~~period~~or ~~required~~persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s ~~amended~~Annual ~~and~~Report ~~restated~~on ~~memorandum~~Form 10-K filed with the SEC on March 31, 2023, and ~~articles~~as ofthose ~~association;~~may be further amended and/or ~~certain~~supplemented ~~transfer~~in ~~restrictions~~subsequent filings with ~~respect~~the toSEC. Copies of such filings are available on the ~~Company~~SEC’s ~~securities~~website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this report, except as required by law.

• An Indemnity Agreement, dated September 7, 2022 (the “Indemnity Agreement”), between the Company and William J. Newell, providing Mr. Newell 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 September 7, 2022 (the “Restricted Stock Unit Award Agreement”), between the Company and William J. Newell, providing for the grant of 30,000 restricted stock units (“RSUs”) to Mr. Newell, 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 the 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 the 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 Mr. Newell for reasonable out-of-pocket expenses incurred in connection with fulfilling his role as a director. Other than the foregoing, Mr. Newell 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 September 7, 2022, between the Company and William J. Newell.
10.2		Indemnity Agreement, dated September 7, 2022, between the Company and William J. Newell.
10.3		Director Restricted Stock Unit Award Agreement, dated September 7, 2022, between the Company and William J. Newell.
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. IV

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

Dated: ~~September 8~~May 26, ~~2022~~2023

Filing Compare · Social Capital Suvretta Holdings Corp. IV