QUARTERLY 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.) |
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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15 |
Item 1. |
Financial Statements. |
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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Deferred offering costs |
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TOTAL ASSETS |
$ |
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LIABILITIES AND SHAREHOLDER’S EQUITY |
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Current liabilities |
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Accrued expenses |
$ | |||
Accrued offering costs |
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Advance from related party |
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Promissory note – related party |
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Total Current Liabilities |
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Commitments and Contingencies (Note 6) |
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Shareholder’s Equity |
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Preference shares, $ |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ (1) |
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Additional paid-in capital |
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Accumulated deficit |
( |
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Total Shareholder’s Equity |
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TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY |
$ |
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(1) | Includes if the underwriters do not exercise their over-allotment option (see Note 5). |
Three Months Ended June 30, |
For the Period from February 25, 2021 (Inception) Through June 30, |
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2021 |
2021 |
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Operating and formation costs |
$ | $ | ||||||
Loss from operations |
( |
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( |
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Net loss |
$ |
( |
) |
$ |
( |
) | ||
Weighted average shares outstanding, basic and diluted (1) |
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Basic and diluted net loss per ordinary share |
$ |
$ |
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(1) | Excludes an aggregate of if the underwriters do not exercise their over-allotment option (see Note 5). |
Class B Ordinary Shares |
Additional Paid-in |
Accumulated |
Total Shareholder’s |
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Shares |
Amount |
Capital |
Deficit |
Equity |
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Balance — February 25, 2021 (Inception) |
$ |
$ |
$ |
$ |
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Issuance of Class B ordinary shares to Sponsor (1) |
— | |||||||||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
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Balance – March 31, 2021 |
$ |
$ |
$ |
( |
) |
$ |
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Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
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Balance – June 30, 2021 |
$ |
$ |
$ |
( |
) |
$ |
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(1) | Includes if the underwriters do not exercise their over-allotment option (see Note 5). |
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 Class B ordinary shares |
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Changes in operating assets and liabilities: |
— | |||
Prepaid expenses |
( |
) | ||
Accrued expenses |
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Net cash used in operating activities |
( |
) | ||
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Cash Flows from Financing Activities |
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Advance from related party |
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Proceeds from promissory note – related party |
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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 financing activities: |
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Deferred offering costs included in accrued offering costs |
$ | |||
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Deferred offering costs paid directly by Sponsor in exchange for the issuance of Class B ordinary shares |
$ | |||
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* | Filed herewith. |
(1) | Previously filed as an exhibit to our Current Report on Form 8-K filed on July 2, 2021 and incorporated by reference herein. |
SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. III | ||||||
Date: August 16, 2021 | By: | /s/ Chamath Palihapitiya | ||||
Name: | Chamath Palihapitiya | |||||
Title: | Chief Executive Officer and Chairman of the Board of Directors | |||||
(Principal Executive Officer) | ||||||
Date: August 16, 2021 | By: | /s/ James Ryans | ||||
Name: | James Ryans | |||||
Title: | Chief Financial Officer | |||||
(Principal Financial and Accounting Officer) |
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Chamath Palihapitiya, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Social Capital Suvretta Holdings Corp. III; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
b) | (Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a); |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 16, 2021
/s/ Chamath Palihapitiya |
Chamath Palihapitiya |
Chief Executive Officer |
(Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, James Ryans, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Social Capital Suvretta Holdings Corp. III; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
b) | (Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a); |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: August 16, 2021
/s/ James Ryans |
James Ryans |
Chief Financial Officer |
(Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Social Capital Suvretta Holdings Corp. III (the Company) on Form 10-Q for the quarterly period ended June 30, 2021, as filed with the Securities and Exchange Commission (the Report), I, Chamath Palihapitiya, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: August 16, 2021
/s/ Chamath Palihapitiya |
Chamath Palihapitiya |
Chief Executive Officer |
(Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Social Capital Suvretta Holdings Corp. III (the Company) on Form 10-Q for the quarterly period ended June 30, 2021, as filed with the Securities and Exchange Commission (the Report), I, James Ryans, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: August 16, 2021
/s/ James Ryans |
James Ryans |
Chief Financial Officer |
(Principal Financial and Accounting Officer) |