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
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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 September 24, 2021, Uma Sinha PhD was appointed to the board of directors (the “Board”) of Social Capital Suvretta Holdings Corp. III (the “Company”), effective immediately. Effective September 24, 2021, Dr. Sinha was also appointed to the audit committee, the compensation committee and the nominating and corporate governance committee of the Board. The Board has determined that Dr. Sinha is an independent director under applicable Securities and Exchange Commission and Nasdaq Capital Market rules.
In connection with the appointment of Dr. Sinha, the Company entered into the following agreements:
| • | A Letter Agreement, dated September 24, 2021 (the “Letter Agreement”), between the Company and Dr. Sinha, pursuant to which Dr. Sinha has agreed to: vote any ordinary shares of the Company held by her 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 September 24, 2021 (the “Indemnity Agreement”), between the Company and Dr. Sinha, providing Dr. Sinha 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 24, 2021 (the “Restricted Stock Unit Award Agreement”), between the Company and Dr. Sinha, providing for the grant of 30,000 restricted stock units (“RSUs”) to Dr. Sinha, 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. Sinha for reasonable out-of-pocket expenses incurred in connection with fulfilling her role as a director. Other than the foregoing, Dr. Sinha is not party to any arrangement or understanding with any person pursuant to which she was appointed as a director, nor is she party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
Effective September 24, 2021, Chamath Palihapitiya resigned from his position as a member of the audit committee of the Board.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Letter Agreement, dated September 24, 2021, between the Company and Dr. Sinha. | |
| 10.2 | Indemnity Agreement, dated September 24, 2021, between the Company and Dr. Sinha. | |
| 10.3 | Director Restricted Stock Unit Award Agreement, dated September 24, 2021, between the Company and Dr. Sinha. | |
| 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. III | ||
| By: | /s/ Chamath Palihapitiya | |
| Chamath Palihapitiya | ||
| Chief Executive Officer | ||
Dated: September 24, 2021