CORRESP 1 filename1.htm CORRESP

Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

June 25, 2021

VIA EMAIL & EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attention: Stacie Gorman

 

  Re:

Social Capital Suvretta Holdings Corp. II (the “Company”)

      

Registration Statement on Form S-1 (Registration No. 333-256724)

Dear Ms. Gorman:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby joins the request of the Company that the effectiveness for the above-captioned Registration Statement on Form S-1 filed under the Securities Act be accelerated by the Securities and Exchange Commission to 4:00 p.m. Eastern Time, on June 29, 2021, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Wachtell, Lipton, Rosen & Katz, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Securities Act, please be advised that we will distribute to each underwriter, dealer or institution who is reasonably anticipated to participate in the offering as many copies of the preliminary prospectus dated June 25, 2021 (the “Preliminary Prospectus”) as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

We, the undersigned, as representative of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]


Very truly yours,

MORGAN STANLEY & CO. LLC

 

By:  

/s/ Chirag D. Surti

  Name: Chirag D. Surti
  Title: Vice President