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): ~~March~~January 1524, ~~2022 (March 9, 2022)~~2023

SCION TECH GROWTH II

(Exact name of registrant as specified in its charter)

Cayman Islands		001-40025		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

10 Queen St Place, 2nd Floor

London, EC4R 1BE

United Kingdom

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: +44 20 73 98 0200

Not Applicable
(Former name or former address, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant	SCOBU	The Nasdaq Stock Market LLC

Class A ordinary shares, $0.0001 par value	SCOB	The Nasdaq Stock Market LLC

Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	SCOBW	The Nasdaq Stock Market LLC

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))

¨ 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))

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 57.~~02.~~01 ~~Departure~~Regulation ofFD ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Disclosure.

On ~~March~~ 9January 24, ~~2022~~2023, ScION ~~Alex~~Tech ~~Triplett~~Growth ~~resigned~~II as(the ~~Chief~~“Company”) ~~Financial~~issued ~~Officer~~a press release announcing that its board of ~~ScION~~directors ~~Tech~~has ~~Growth~~determined IIto (redeem all of its outstanding Class A ordinary shares, effective as of February 13, 2023, because the “Company”) will not be able to consummate an initial business combination within the time period required by its amended and restated memorandum and articles of association.

~~On March~~A ~~15,~~copy ~~2022, the board~~ of ~~directors of~~ the ~~Company~~press ~~(the~~release is ~~“Board”)~~furnished ~~appointed~~as MrExhibit 99.1 ~~Kunal~~to ~~Gullapalli~~this toCurrent ~~serve~~Report ason ~~the~~Form 8-K and ~~Company’s Chief~~incorporated ~~Financial~~herein ~~Officer~~by reference.

~~Kunal Gullapalli,~~The ~~37,~~information ~~joined~~in ~~ION~~this ~~Group~~Item 7.01 inand ~~September~~Exhibit ~~2018~~99.1 ~~where~~attached hehereto ~~serves~~shall asnot ~~Chief~~be ~~Financial~~deemed ~~Officer~~“filed” ~~and~~for ~~director~~purposes of ~~ION~~Section 18 ~~Analytics, director~~ of ~~FermION~~the ~~Investment~~Securities ~~Group~~Exchange Act ~~and~~of ~~leads Corporate Development. Previously~~1934, ~~from~~as ~~August~~amended ~~2010~~(the to“Exchange ~~August 2018~~Act”), heor ~~worked~~otherwise insubject ~~private~~to ~~equity investing~~the atliabilities ~~The~~of ~~Carlyle~~that ~~Group~~section, ~~and~~nor ~~before~~shall ~~that~~it inbe ~~investment~~deemed incorporated ~~banking~~by atreference ~~Morgan~~in ~~Stanley.~~any ~~Mr.~~filing ~~Gullapalli~~under ~~holds~~the Securities ~~B.S.~~Act ~~and~~of ~~M.S.~~1933, ~~degrees~~as ~~in Management~~amended, ~~Science~~or &the Exchange ~~Engineering~~Act, ~~from~~except ~~Stanford~~as ~~University~~expressly set ~~and~~forth anby ~~M.B.A.~~specific ~~from~~reference ~~Harvard~~in ~~Business~~such ~~School~~filing.

~~On March~~Item ~~15, 2022, the Company entered into an indemnity agreement (the “Indemnity Agreement”) with Mr~~9.01 ~~Gullapalli,~~Financial ~~pursuant to~~Statements ~~which the Company has agreed to provide contractual indemnification, in addition to the indemnification provided in the Company’s amended~~ and restated memorandum and articles of association, against liabilities that may arise by reason of his respective service on the Board, and to advance expenses incurred as a result of any proceeding against him as to which he could be indemnified, in the form previously filed as Exhibit 10Exhibits.5 to the Company’s Registration Statement on Form S-1 (File No. 333-252263) for its initial public offering, initially filed with the U.S. Securities and Exchange Commission on January 20, 2021 (as amended, the “Registration Statement”).

~~On March 15, 2022, the Company entered into a joinder agreement with Mr. Gullapalli~~ (~~the “Joinder Agreement”~~d), ~~pursuant to which Mr~~Exhibits. Gullapalli agreed to certain covenants contained in the form of letter agreement previously entered into by and between the Company and each of its other officers and directors in connection with the Company’s initial public offering.

The ~~foregoing~~ ~~descriptions~~following ofdocument ~~the Indemnity Agreement and the Joinder Agreement do not purport to be complete and are qualified in their entireties~~is ~~by reference to the form of indemnity agreement and the Joinder Agreement, copies of which are~~ attached as ~~Exhibit~~an ~~10.5~~exhibit to ~~the~~this ~~Registration Statement~~Current ~~and~~Report ~~Exhibit~~on 10Form 8-K.~~1 hereto, respectively, and are incorporated herein by reference.~~

Other than the foregoing, Mr. Gullapalli is not party to any arrangement or understanding with any person pursuant to which he was appointed as Chief Financial Officer, nor is he party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

Exhibit No.		Description
99.1		Press release dated January 24, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1Cautionary Note Regarding Forward-Looking Statements

~~Item~~Certain 9information contained in this Current Report on Form 8-K may be deemed to constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.01 ~~Financial~~All ~~Statements~~statements other than statements of historical fact are forward-looking statements, including, without limitation, the redemption of the Company’s public shares. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and ~~Exhibits~~similar expressions identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our 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 latest Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law

~~(d) Exhibits~~1

~~EXHIBIT INDEX~~SIGNATURE

Exhibit No.		Description
10.1		Joinder Agreement, dated March 15, 2022, by and between the Company and Kunal Gullapalli.
104.1		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Pursuant 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 hereunto duly authorized.

	ScION Tech Growth II

Date: January 24, 2023	By:	/s/ Kunal Gullapalli
	Name:	Kunal Gullapalli
	Title:	Chief Financial Officer

~~SIGNATURE~~2

Pursuant 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 hereunto duly authorized.

	SCION TECH GROWTH II
	By:	/s/ Mathew J. Cestar
		Name: Mathew J. Cestar
		Title: Chief Executive Officer
Dated: March 15, 2022

Filing Compare · ScION Tech Growth II