Full Press Release Details
SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. III
INDEX TO FINANCIAL STATEMENT
| Report of Independent Registered Public Accounting Firm | F-2 | |||
| Financial Statement: | ||||
| Balance Sheet (as restated) | F-3 | |||
| Notes to Financial Statement | F-4 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
Capital Suvretta Holdings Corp. III
Opinion on the Financial Statement
We have audited the accompanying balance sheet of Social Capital Suvretta Holdings Corp. III (the Company ) as of July 2, 2021 and the related
notes (collectively referred to as the financial statement ). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of July 2, 2021, in conformity with accounting
principles generally accepted in the United States of America.
Restatement of Financial Statement
As discussed in Note 2 to the financial statement, the July 2, 2021 financial statement has been restated.
This financial statement is the
responsibility of the Company s management. Our responsibility is to express an opinion on the Company s financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ( PCAOB ) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control over financial
reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the
financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.
We have served as the Company s auditor since 2021.
July 8, 2021, except for the effects of
the restatement discussed in Note 2 as to which the date is June 10, 2022
SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. III
RESTATED SEE NOTE 2)
| ASSETS | ||||
| Current assets | ||||
| Cash | $ | 1,923,538 | ||
| Prepaid expenses | 19,600 | |||
| Total Current Assets | 1,943,138 | |||
| Cash held in trust account | 250,000,000 | |||
| TOTAL ASSETS | $ | 251,943,138 | ||
| LIABILITIES, TEMPORARY EQUITY AND PERMANENT DEFICIT | ||||
| Current liabilities | ||||
| Accrued expenses | $ | 88 | ||
| Accrued offering costs | 277,398 | |||
| Advance from related party | 25,643 | |||
| Total Current Liabilities | 303,129 | |||
| Deferred underwriting fee payable | 7,700,000 | |||
| Total Liabilities | 8,003,129 | |||
| Commitments and Contingencies (Note 7) | ||||
| Class A ordinary shares subject to possible redemption, 25,000,000 shares at redemption value | 250,000,000 | |||
| Permanent Deficit | ||||
| Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding | ||||
| Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 640,000 shares issued and outstanding (excluding 25,000,000 shares subject to possible redemption) | 64 | |||
| Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,325,000 shares issued and outstanding (1) | 633 | |||
| Additional paid-in capital | ||||
| Accumulated deficit | (6,060,688 | ) | ||
| Total Permanent Deficit | (6,059,991 | ) | ||
| TOTAL LIABILITIES, TEMPORARY EQUITY AND PERMANENT DEFICIT | $ | 251,943,138 |
The accompanying notes are an integral part of
the financial statement.
SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. III
NOTES TO FINANCIAL STATEMENT
1 Organization and Plan of Business Operations
Social Capital Suvretta Holdings Corp. III (the Company )
is a newly incorporated blank check company incorporated as a Cayman Islands exempted company on February 25, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses (a Business Combination ).
selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target. While the Company may pursue a Business
Combination target in any industry, subsector therein or geographic location, the Company intends to focus its search for a target business operating in the biotechnology industry and within the neurology subsector of such industry. The Company is
an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of July 2, 2021, the Company had not commenced any operations. All activity for the period from February 25, 2021 (inception)
through July 2, 2021 relates to the Company s formation and the initial public offering (the Initial Public Offering ), described below. The Company will not generate any operating revenues until after the completion of a
Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.
The registration statement for the Company s Initial Public Offering became effective on June 29, 2021. On July 2, 2021, the
Company consummated the Initial Public Offering of 25,000,000 Class A ordinary shares (the Public Shares ), which includes the partial exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Public
Shares, at $10.00 per Public Share, generating gross proceeds of $250,000,000 which is described in Note 4.
Simultaneously with the
closing of the Initial Public Offering, the Company consummated the sale of 640,000 shares (the Private Placement Shares ) at a price of $10.00 per Private Placement Share in a private placement to SCS Sponsor III LLC, a Cayman Islands
limited liability company (the Sponsor ), generating gross proceeds of $6,400,000, which is described in Note 5.
costs amounted to $12,479,666, consisting of $4,400,000 of underwriting fees, $7,700,000 of deferred underwriting fees and $379,666 of other offering costs. In addition, at July 2, 2021, cash of $1,923,538 was held outside of the Trust Account
(as defined below) and is available for the payment of offering expenses and for working capital purposes.
Following the closing of the
Initial Public Offering on July 2, 2021, an amount of $250,000,000 ($10.00 per Public Share) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a
trust account (the Trust Account ), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the Investment Company Act ), with a
maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined
by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company s shareholders, as described below.
The Company s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more Business Combinations having an
aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the Company signing a
definitive agreement in connection with the Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the
target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940. There is no assurance that the Company will be able to
complete a Business Combination successfully.
The Company will provide the holders of the Public Shares (the Public
Shareholders ) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination, either (a) in connection with a general meeting called to approve the Business Combination or
(b) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be
entitled to redeem all or a portion of their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to
the consummation of the Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, subject to the limitations described below whereby the
Company s net tangible assets will be maintained at a minimum of $5,000,001 following such redemptions, and any limitations (including, but not limited to, cash requirements) pursuant to the terms of the Business Combination. The amount in the
Trust Account is initially anticipated to be $10.00 per Public Share.
In accordance with the Company s Amended and Restated
Memorandum and Articles of Association, in no event will the Company redeem the Public Shares in an amount that would cause the Company s net tangible assets to be less than $5,000,001 following such redemptions. Redemptions of the Public
Shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to the Business Combination.
If a shareholder vote is not required in connection with a Business Combination and the Company does not decide to hold a shareholder vote for
business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the SEC ), and
file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirement, or the Company decides to obtain
shareholder approval for business or other reasons, the Company will conduct the redemptions in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules and will file proxy materials with the SEC.
If the Company seeks shareholder approval in connection with a Business Combination, the Company will complete a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law, which requires the affirmative vote
of holders of a majority of ordinary shares who attend and vote at a general meeting of the Company. The Public Shareholders may elect to redeem their Public Shares without voting and, if they do vote, irrespective of whether they vote for or
against a Business Combination.
Notwithstanding the foregoing redemption rights, if the Company seeks shareholder approval of the
Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Company s Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of
such shareholder or any other person with whom such shareholder is acting in
concert or as a group (as defined under Section 13 of the Securities Exchange Act of 1934,
as amended (the Exchange Act )), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares sold in the Initial Public Offering without the Company s prior written consent.
The Sponsor and any other holders of Founder Shares (as defined in Note 6) and Private Placement Shares prior to the Initial Public
Offering (collectively, the Initial Shareholders ) and the Company s directors and officers have agreed to waive: (a) their redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by
them, as applicable, in connection with the completion of a Business Combination; (b) their redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by them in connection with a shareholder vote to
amend the Company s Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company s obligation to allow redemption in connection with the Business Combination or to redeem 100% of the
Public Shares if the Company does not complete a Business Combination within the Combination Period, as defined below or (ii) with respect to any other material provisions relating to shareholders rights or
pre-Business Combination activity; and (c) their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Placement Shares they hold if the Company fails
to complete a Business Combination within the Combination Period or during any applicable extension period (although such persons will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the
Company fails to complete a Business Combination within the prescribed time frame). If the Company submits the Business Combination to the Public Shareholders for a vote, the Initial Shareholders and the Company s directors and officers have
also agreed to vote any Founder Shares and Public Shares held by them in favor of the Business Combination.
The Company will have until
July 2, 2023 to complete a Business Combination (the Combination Period ). However, if the Company has not completed a Business Combination within such 24-month period or during any extended
time that the Company has to complete a Business Combination beyond 24 months as a result of a shareholder vote to amend its Amended and Restated Memorandum and Articles of Association, the Company will: (a) cease all operations except for the
purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable) divided by the number of then issued and outstanding Public Shares, which
redemption will completely extinguish the Public Shareholders rights as shareholders (including the right to receive further liquidating distributions, if any); and (c) as promptly as reasonably possible following such redemption, subject
to the approval of the Company s remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to the Company s obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law.