UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 8, 2022 (
(Exact name of registrant as specified in its charter)
| Commission file number: | ||
| (State of incorporation) | (I.R.S. Employer Identification No.) | |
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| (Address of principal executive offices) | (Zip Code) | |
(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:
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Trading |
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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 July 6, 2022, Michael Taylor was appointed to the board of directors (the “Board”) of Social Capital Suvretta Holdings Corp. I (the “Company”). Effective July 6, 2022, Mr. Taylor was also appointed to the audit committee (the “Audit Committee”), the compensation committee (the “Compensation Committee”) and the nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”) of the Board. The Board has determined that Mr. Taylor is an independent director under applicable Securities and Exchange Commission and Nasdaq Capital Market rules.
In connection with the appointment of Mr. Taylor, the Company entered into the following written agreements:
| • | A Letter Agreement, dated July 6, 2022 (the “Letter Agreement”), between the Company and Mr. Taylor, pursuant to which Mr. Taylor 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 July 6, 2022 (the “Indemnity Agreement”), between the Company and Mr. Taylor, providing Mr. Taylor contractual indemnification in addition to the indemnification provided for in the Company’s amended and restated memorandum and articles of association. |
The foregoing descriptions of the Letter Agreement and the Indemnity Agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and the Indemnity Agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
The Company will compensate Mr. Taylor for his service as a member of the Board, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee in the amount of $300,000 in cash payable on December 31, 2022. The Company will also reimburse Mr. Taylor for reasonable out-of-pocket expenses incurred in connection with fulfilling his role as a director. Other than the foregoing, Mr. Taylor 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
| Exhibit No. |
Description | |
| 10.1 | Letter Agreement, dated July 6, 2022, between the Company and Mr. Taylor. | |
| 10.2 | Indemnity Agreement, dated July 6, 2022, between the Company and Mr. Taylor. | |
| 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. I | ||
| By: | /s/ James Ryans | |
| James Ryans | ||
| Chief Financial Officer | ||
Dated: July 8, 2022