ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of Principal Executive Offices) |
(Zip Code) |
Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
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• | our being a company with no operating history and no operating revenues; |
• | our ability to select an appropriate target business or businesses; |
• | our ability to complete our initial business combination, including our recently announced proposed business combination with Akili; |
• | our expectations around the performance of a prospective target business or businesses; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | our directors and officers allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, including with respect to IPOD, IPOF, and the Other SCS SPACs (each as defined below); |
• | the ability of our directors and officers to generate a number of potential business combination opportunities; |
• | our potential ability to obtain additional financing to complete our initial business combination; |
• | our pool of prospective target businesses and the biotechnology industry; |
• | our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic and other events (such as terrorist attacks, natural disasters, global hostilities or a significant outbreak of other infectious diseases); |
• | our public securities’ potential liquidity and trading; |
• | the lack of a market for our securities; |
• | the use of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance; |
• | the Trust Account not being subject to claims of third parties; |
• | our financial performance; |
• | our compliance with all laws, rules, regulations, and requirements that affect our business, including those related to our obligations under the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”); and |
• | the other risk and uncertainties discussed in “Item 1.A. Risk Factors,” elsewhere in this Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission (the “SEC”), including in our preliminary prospectus/proxy statement included in the Registration Statement on Form S-4 that we have filed with the SEC relating to our proposed business combination with Akili (the “Akili Disclosure Statement”). |
• | restrictions on the nature of our investments; and |
• | restrictions on the issuance of securities, |
• | registration as an investment company with the SEC; |
• | adoption of a specific form of corporate structure; and |
• | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations to which we are currently not subject. |
• | may significantly dilute the equity interest of our public investors, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one |
• | may subordinate the rights of holders of ordinary shares if preferred shares are issued with rights senior to those afforded our ordinary shares; |
• | could cause a change of control if a substantial number of our ordinary shares is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present directors and officers; |
• | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and |
• | may adversely affect prevailing market prices for our ordinary shares. |
• | default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our ordinary shares; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | solely dependent upon the performance of a single business, property or asset; or |
• | dependent upon the development or market acceptance of a single or limited number of products, processes, technologies or services. |
• | costs and difficulties inherent in managing cross-border business operations and complying with commercial, legal and regulatory requirements of overseas markets; |
• | rules and regulations regarding currency redemption; |
• | complex corporate withholding taxes on individuals; |
• | laws governing the manner in which future Business Combinations may be effected; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | longer payment cycles; |
• | tax consequences, such as tax law changes, including termination or reduction of tax and other incentives that the applicable government provides to domestic companies, and variations in tax laws as compared to the United States; |
• | currency fluctuations and exchange controls, including devaluations and other exchange rate movements; |
• | rates of inflation, price instability and interest rate fluctuations; |
• | liquidity of domestic capital and lending markets; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | employment regulations; |
• | healthcare and data privacy regulations; |
• | energy shortages; |
• | changes in industry, regulatory or environmental standards within the jurisdictions where we operate; |
• | public health or safety concerns and related governmental restrictions, including those caused by outbreaks of disease such as the COVID-19 pandemic; |
• | crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters, wars and other forms of social instability; |
• | deterioration of political relations with the United States; |
• | obligatory military service by personnel; and |
• | government appropriation of assets. |
• | rapid technological development and significant competition from other biopharmaceutical and biotechnology companies, academic institutions, government agencies and research organizations, many of which have substantially greater resources than we do; |
• | need for substantial additional funding to complete development of product candidates, which may not be available on favorable terms or at all; |
• | difficulty in predicting the timing and cost of product candidate development; |
• | lengthy and uncertain preclinical testing and clinical development processes, which may not support further development, yield regulatory approval or lead to commercially viable products; |
• | inability to secure and maintain regulatory and marketing approvals for product candidates; |
• | significant liability exposure, including as a result of serious adverse events, undesirable side effects or other unexpected properties of product candidates; |
• | inability to successfully develop or commercialize product candidates, including failure to achieve market acceptance by physicians, patients, hospitals, treatment centers, third-party payors and the broader medical community and failure to reach profitability; |
• | inability to secure and maintain intellectual property rights and patent and trade secret protection for biotechnology and product candidates; |
• | liability for intellectual property infringement or other claims based on the nature of our business; |
• | delays in production or manufacturing of clinical supply; |
• | reliance on supply and regulatory status of third-party drugs used in combination with product candidates; |
• | inability to rely on previous findings of safety and efficacy for similar approved products and published scientific literature; |
• | delays or failures related to the Covid-19 pandemic, which may result in clinical site closures, delays to patient enrollment, discontinued treatment and changes to trial protocols; |
• | failure to secure adequate coverage, reimbursement and payment rates for product candidates from government or third-party payors; |
• | inability to adapt to healthcare legislative reform measures; |
• | failure to comply with applicable regulations, including with respect to data privacy and security; |
• | reliance on third-party vendors or service providers; |
• | disruption or failure of our networks, systems or technology; |
• | inability to attract, hire and retain experienced research and development, clinical, commercial, operational and support personnel; and |
• | significant costs and expenses associated with operating our business and being a public company. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | we have a board that includes a majority of “independent directors,” as defined under the Nasdaq listing rules; |
• | we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and |
• | we have independent director oversight of our director nominations. |
F-46 | ||||
Financial Statements: |
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F-48 | ||||
F-49 | ||||
F-50 | ||||
F-7 to F-15 |
ASSETS |
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Current Assets |
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Cash |
$ | |||
Prepaid expenses |
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Total Current Assets |
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No n -current prepaid i nsurance |
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Marketable securities held in Trust Account |
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TOTAL ASSETS |
$ |
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LIABILITIES, TEMPORARY EQUITY AND PERMANENT DEFICIT |
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Current liabilities |
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Accounts payable |
$ | |||
Accrued expense |
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Advances from related party |
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Total Current Liabilities |
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Deferred underwriting fee payable |
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TOTAL LIABILITIES |
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Commitments and Contingencies (Note 6) |
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Temporary Equity |
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Class A ordinary shares subject to possible redemption, |
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Permanent Deficit |
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Preference shares, $ |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ||
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Total Permanent Deficit |
( |
) | ||
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TOTAL LIABILITIES, TEMPORARY EQUITY AND PERMANENT DEFICIT |
$ |
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Operating and formation costs |
$ | |||
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Loss from operations |
( |
) | ||
Other income: |
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Interest earned on marketable securities held in Trust Account |
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Net loss |
$ |
( |
) | |
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Basic and diluted weighted average shares outstanding, Class A ordinary shares |
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Basic and diluted net loss per share, Class A ordinary shares |
$ |
( |
) | |
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Basic and diluted weighted average shares outstanding, Class B ordinary shares |
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Basic and diluted net loss per share, Class B ordinary shares |
$ |
( |
) | |
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Temporary Equity |
Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid-in |
Accumulated |
Total Permanent |
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Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Deficit |
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Balance – February 25, 2021 (inception) |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor |
— | — | — | — | — | |||||||||||||||||||||||||||||||
Sale of |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Remeasurement of Class A ordinary shares to redemption value |
— | — | — | — | — | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||
Sale of |
— | — | — | — | — | |||||||||||||||||||||||||||||||
Forfeiture of Founder Shares |
— | — | — | — | ( |
) | ( |
) | — | — | ||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||
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Balance – December 31, 2021 |
$ |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||||||||||||
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Cash Flows from Operating Activities: |
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Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Formation costs paid by Sponsor in exchange for issuance of Founder Shares |
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Interest earned on marketable securities held in Trust Account |
( |
) | ||
Changes in operating assets and liabilities: |
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Prepaid expenses |
( |
) | ||
Accounts payable and accrued expenses |
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Net cash used in operating activities |
( |
) | ||
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Cash Flows from Investing Activities: |
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Investment of cash into Trust Account |
( |
) | ||
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Net cash used in investing activities |
$ |
( |
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Cash Flows from Financing Activities: |
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Proceeds from sale of Public Shares, net of underwriting discounts paid |
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Proceeds from sale of Private Placement Shares |
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Advances from related party |
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Repayment of advances from related party |
( |
) | ||
Proceeds from promissory note – related party |
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Repayment of promissory note – related party |
( |
) | ||
Payment of offering costs |
( |
) | ||
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Net cash provided by financing activities |
$ |
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Net Change in Cash |
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Cash – Beginning of period (inception) |
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Cash – End of period |
$ |
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Non-Cash Investing and Financing Activities: |
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Offering costs paid by Sponsor in exchange for issuance of Founder Shares |
$ | |||
Remeasurement of Class A ordinary share subject to possible redemption |
|
$ |
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|
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Deferred underwriting fee payable |
$ | |||
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|
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Forfeiture of Founder Shares |
$ | ( |
) | |
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Gross proceeds |
$ | |||
Less: |
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Class A ordinary shares issuance costs |
( |
) | ||
Plus: |
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Accretion of carrying value to redemption value |
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Class A ordinary shares subject to possible redemption |
$ |
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For the Period from February 25, 2021 (Inception) Through December 31, 2021 |
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Class A |
Class B |
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Basic and diluted net loss per ordinary share |
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Numerator: |
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Allocation of net loss |
$ | ( |
) | $ | ( |
) | ||
Denominator: |
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Basic and diluted weighted average shares outstanding |
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Basic and diluted net loss per ordinary share |
$ | ( |
) | $ | ( |
) |
Level 1: | 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. | |
Level 2: | 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. | |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description |
Level |
December 31, 2021 |
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Assets: |
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Marketable securities held in Trust Account |
1 | $ |
Name |
Age |
Position | ||||
Chamath Palihapitiya |
45 | Chief Executive Officer and Chairman of the Board of Directors | ||||
Kishan (a/k/a Kishen) Mehta |
36 | President and Director | ||||
Vladimir Coric |
51 | Director | ||||
Senthil Sundaram |
43 | Director | ||||
James Ryans |
46 | Chief Financial Officer |
• | assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; |
• | the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; |
• | pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; |
• | reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; |
• | setting clear hiring policies for employees or former employees of the independent auditors; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; |
• | obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; |
• | meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”; |
• | reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
• | reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration of our directors. |
• | identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by our board of directors, and recommending to our board of directors candidates for nomination for appointment at the annual general meeting or to fill vacancies on our board of directors; |
• | developing and recommending to our board of directors and overseeing implementation of our corporate governance guidelines; |
• | coordinating and overseeing the annual self-evaluation of our board of directors, its committees, individual directors and management in the governance of the company; and |
• | reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. |
• | duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
• | duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
• | duty to not improperly fetter the exercise of future discretion; |
• | duty to exercise powers fairly as between different sections of shareholders; |
• | duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and · |
• | duty to exercise independent judgment. |
• | None of our directors or officers is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. · |
• | In the course of their other business activities, our directors and officers may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities with which they are affiliated, including IPOD, IPOF and the Other SCS SPACs (each of the Other SCS SPACs is focused on pursuing an initial business combination with a target operating in the biotechnology industry). Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. For a complete description of our management’s other affiliations, see “—Directors, Director Nominee and Officers.” |
• | Our initial shareholders, directors and officers have agreed to waive their redemption rights with respect to any founder shares, private placement shares and public shares held by them in connection with the consummation of our initial Business Combination. Additionally, our initial shareholders have agreed to waive their redemption rights with respect to their founder shares and private placement shares if we fail to consummate our initial Business Combination within the Combination Period. However, if our initial shareholders (or any of our directors, officers or affiliates) acquire |
public shares, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if we fail to consummate our initial Business Combination within the prescribed time frame. If we do not complete our initial Business Combination within such applicable time period, the proceeds of the sale of the private placement shares held in the Trust Account will be used to fund the redemption of our public shares, and the private placement shares will be worthless. Pursuant to letter agreements that our initial shareholders, directors and officers have entered into with us, with certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial shareholders until the earlier of: (1) one year after the completion of our initial Business Combination; and (2) subsequent to our initial Business Combination (x) if the last reported sale price of our 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 our initial Business Combination or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. With certain limited exceptions, the private placement shares will not be transferable, assignable or salable by our Sponsor until 30 days after the completion of our initial Business Combination. Since our Sponsor and directors and officers may directly or indirectly own ordinary shares, our directors and officers may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial Business Combination. |
• | Our directors and officers may negotiate employment or consulting agreements with a target business in connection with a particular Business Combination. These agreements may provide for them to receive compensation following our initial Business Combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular Business Combination. |
• | Our directors and officers may have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignation of any such directors and officers was included by a target business as a condition to any agreement with respect to our initial Business Combination. |
• | each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares; |
• | each of our executive officers and directors; and |
• | all our executive officers and directors as a group. |
Class A Ordinary Shares(1) |
Class B Ordinary Shares(2) |
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Approximate |
Approximate |
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Percentage of |
Percentage of |
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Issued and |
Issued and |
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Outstanding Class A |
Outstanding Class B |
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Beneficially |
Ordinary |
Beneficially |
Ordinary |
|||||||||||||
Owned |
Shares |
Owned |
Shares |
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Name and Address of Beneficial Owner (3) |
||||||||||||||||
SCS Sponsor I LLC (our Sponsor) (4) |
6,860,000 | 21.5 | % | 6,220,000 | 99.5 | % | ||||||||||
Chamath Palihapitiya (4) |
6,860,000 | 21.5 | % | 6,220,000 | 99.5 | % | ||||||||||
Kishan (a/k/a Kishen) Mehta (4) |
6,860,000 | 21.5 | % | 6,220,000 | 99.5 | % | ||||||||||
James Ryans |
— | — | — | — | ||||||||||||
Vladimir Coric |
30,000 | * | 30,000 | * | ||||||||||||
Senthil Sundaram (5) |
— | — | — | — | ||||||||||||
All directors, officers and directors as a group (5 individuals) |
6,860,000 | 21.6 | % | 6,250,000 | 100.0 | % | ||||||||||
Citadel Advisors LLC and affiliates (6) |
2,126,853 | 8.3 | % | — | — | |||||||||||
Adage Capital Partners, L.P. and affiliates (7) |
1,750,000 | 6.8 | % | — | — | |||||||||||
Millennium Management LLC and affiliates (8) |
1,530,664 | 6.0 | % | — | — |
* | Less than one percent. |
(1) | Includes all Class B ordinary shares convertible by such holder into Class A ordinary shares. |
(2) | Class B ordinary shares will convert into Class A ordinary shares on a one-for-one basis, subject to adjustment, as described in this Annual Report. |
(3) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o Social Capital Suvretta Holdings Corp. I, 2850 W. Horizon Ridge Parkway, Suite 200, Henderson, NV 89052. |
(4) | SCS Sponsor I LLC, our Sponsor, is the record holder of the Class B ordinary shares reported herein. Messrs. Palihapitiya and Mehta may be deemed to beneficially own (within the meaning of Rule 13d-3 under the Exchange Act) securities held by SCS Sponsor I LLC by virtue of their shared control over SCS Sponsor I LLC. |
(5) | In September 2021, pursuant to a Director Restricted Stock Unit Award Agreement, dated September 24, 2021, between the Company and Mr. Sundaram, the Company agreed to grant 30,000 restricted stock units (“RSUs”) to Mr. Sundaram, which grant is contingent on both the consummation of the Company’s initial Business Combination and a shareholder approved equity plan. The RSUs will vest upon the consummation of the Business Combination and represent 30,000 Class A ordinary shares that will settle on a date the Company selects 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. |
(6) | Based on a Schedule 13G jointly filed on January 26, 2022 by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), Citadel Securities Group LP (“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin with respect to 2,126,853 Class A ordinary shares owned by Citadel Multi-Strategy Equities Master Fund Ltd., a Cayman Islands company (“CM”), and Citadel Securities. Such owned Shares may include other instruments exercisable for or convertible into Shares. Citadel Advisors is the portfolio manager for CM. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities. CSGP is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP. The business address of each such entity or person is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603. |
(7) | Based on a Schedule 13G jointly filed on July 12, 2021 by (i) Adage Capital Partners, L.P., a Delaware limited partnership (“ACP”) with respect to the Class A ordinary shares directly owned by it; (ii) Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ACPGP”), as general partner of ACP with respect to the Class A Ordinary Shares directly owned by ACP; (iii) Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ACA”), as managing member of ACPGP, general partner of ACP, with respect to the Class A ordinary shares directly owned by ACP; (iv) Robert Atchinson, as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the Class A ordinary shares directly owned by ACP; and (v) Phillip Gross, as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the Class A Ordinary Shares directly owned by ACP. ACP has the power to dispose of and the power to vote the Class A Ordinary Shares beneficially owned by it, which power may be exercised by its general partner, ACPGP. ACA, as managing member of ACPGP, directs ACPGP’s operations. Neither ACPGP nor ACA directly own any Class A Ordinary Shares. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, ACPGP and ACA may be deemed to beneficially own the shares owned by ACP. Messrs. Atchinson and Gross, as managing members of ACA, have shared power to vote the Class A Ordinary Shares beneficially owned by ACP. Neither Mr. Atchinson nor Mr. Gross directly own any Class A Ordinary Shares. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, each may be deemed to beneficially own the shares beneficially owned by ACP. The business address of each such entity or person is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116. |
(8) | Based on a Schedule 13G jointly filed on February 15, 2022 by Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander, the 1,530,664 Class A ordinary shares disclosed herein as potentially beneficially owned by Millennium Management LLC, Millennium Group Management LLC and Mr. Englander are held by entities subject to voting control and investment discretion by Millennium Management LLC and/or other investment managers that may be controlled by Millennium Group Management LLC (the managing member of Millennium Management LLC) and Mr. Englander (the sole voting trustee of the managing member of Millennium Group Management LLC). The business address of Millennium Management LLC and Millennium Group Management LLC is 399 Park Avenue, New York, New York 10022, and the business address of Mr. Englander is c/o Millennium Management LLC, 399 Park Avenue, New York, New York 10022. |
• | repayment of an aggregate of up to $300,000 in loans made to the Company by the Sponsor prior to the completion of the Initial Public Offering; |
• | payment to an affiliate of the Sponsor of a total of $10,000 per month for office space, administrative and support services; |
• | reimbursement for any out-of-pocket expenses related to identifying, investigating and completing a Business Combination; and |
• | repayment of loans which may be made by the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers to fund working capital deficiencies or finance transaction costs in connection with an intended Business Combination. |
(a) | The following documents are filed as part of this Form 10-K: |
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F-46 | ||||
F-47 | ||||
F-48 | ||||
F-49 | ||||
F-50 | ||||
F-7 to F-15 |
(b) | Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K. |
* | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
Date: March 23, 2022 | /s/ Chamath Palihapitiya | |||||
By: | Chamath Palihapitiya | |||||
Chief Executive Officer and Chairman of the Board of Directors |
/s/ Chamath Palihapitiya | ||
Name: | Chamath Palihapitiya | |
Title: | Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) | |
Date: | March 23, 2022 | |
/s/ Kishan Mehta | ||
Name: | Kishan Mehta | |
Title: | President and Director | |
Date: | March 23, 2022 | |
/s/ James Ryans | ||
Name: | James Ryans | |
Title: | Chief Financial Officer (Principal Financial and Accounting Officer) | |
Date: | March 23, 2022 | |
/s/ Vladimir Coric | ||
Name: | Vladimir Coric | |
Title: | Director | |
Date: | March 23, 2022 | |
/s/ Senthil Sundaram | ||
Name: | Senthil Sundaram | |
Title: | Director | |
Date: | March 23, 2022 |