Our Management Team Our management team is led by Mr. Palihapitiya, Chairman of our board of directors and our Chief Executive Officer, and Mr. Mehta, our President and one of our directors. Prior to founding Social Capital, Mr. Palihapitiya served as Vice President of User Growth at Facebook, and is recognized as having been a major force in its launch and growth. Mr. Palihapitiya was responsible for overseeing Monetization Products and Facebook Platform, both of which were key factors driving the increase in Facebook’s user base to more than 750 million individuals worldwide. Prior to working for Facebook, Mr. Palihapitiya was a principal at the Mayfield Fund, one of the United States’ oldest venture firms, before which he headed the instant messaging division at AOL. Mr. Palihapitiya is regarded as a top technology sector venture capitalist and visionary because of his track record of identifying promising opportunities and nurturing their growth to become established players. He graduated from the University of Waterloo, Canada with a degree in electrical engineering. Prior to joining Suvretta as Portfolio Manager for the Averill strategy, Mr. Mehta served as a strategic advisor to Biohaven Pharmaceuticals, where he advised the company on various business development, capital structure and communication strategies, including a $300 million secondary public offering and the $105 million acquisition of a Priority Review Voucher from GW Pharmaceuticals plc, which included $200 million in financing from Royalty Pharma plc to fund the transaction. Prior to his advisory role at Biohaven, Mr. Mehta was a portfolio manager at Surveyor Capital, a Citadel LLC strategy, where he managed a portfolio focused on global small, mid and large-capitalization biotechnology, pharmaceutical, specialty pharmaceutical, medical device and healthcare services companies. Prior to Surveyor, Mr. Mehta was an analyst at Adage Capital where he evaluated and participated in numerous mezzanine and pre-IPO private healthcare investments. Mr. Mehta held a similar role at Apothecary Capital and started his career as a mergers and acquisitions analyst at Evercore Partners, where he focused on life sciences. Mr. Mehta graduated from New York University with a degree in finance and accounting. In February 2021, substantially concurrently with the founding of our company, Mr. Palihapitiya and Mr. Mehta also founded Social Capital Suvretta Holdings Corp. I (“DNAA”), Social Capital Suvretta Holdings 2 Table of Contents Corp. III (“DNAC”) and Social Capital Suvretta Holdings Corp. IV (“DNAD”), each a blank check company incorporated for the purposes of effecting a business combination. Mr. Palihapitiya serves as the Chief Executive Officer and Chairman of the board of directors, and Mr. Mehta serves as the President and a director, of each of DNAA, DNAC and DNAD. We anticipate that each of DNAA, DNAC and DNAD will complete its initial public offering substantially concurrently with the completion of this offering, and will focus its search for a target business operating in the biotechnology industry. In addition, since 2017, Mr. Palihapitiya has incorporated six blank check companies in partnership with Hedosophia Group Limited (“Hedosophia”), an investment firm, for the purpose of effecting one or more business combinations (the “Hedosophia SPACs”), and has served as the Chief Executive Officer and Chairman of the board of directors of each of the Hedosophia SPACs. All of the Hedosophia SPACs have completed their initial public offering, and three have successfully executed business combination transactions involving target companies in the technology sector, with one other such transaction currently pending. Our management team also includes James Ryans, our Chief Financial Officer and Shoney Katz, our Director of Research. Mr. Ryans is a Partner of Social Capital and has been a professor of accounting at London Business School, with significant expertise in mergers and acquisitions and financial reporting. Mr. Katz is a Managing Director and Senior Analyst at Suvretta, with extensive experience investing in public and private markets. The Private Biotechnology Company Landscape Private biotechnology companies are transforming the healthcare sector — and improving quality of life — at an unprecedented pace. Advances in scientific discovery and the application of new technologies are enabling biotechnology companies to pursue novel targets and pioneer new treatment modalities and innovative approaches to disease management. New drugs, such as those used to treat the hepatitis C virus, can cure patients within weeks, and new immunotherapies offer promising treatment options to patients with otherwise fatal forms of cancer. Agile private biotechnology companies are uniquely positioned to embrace advances in drug development and rapidly innovate to develop life-changing therapies for patients. The rapid pace of biopharmaceutical innovation has led to an increase in both the number of active drug development programs and the number of biotechnology companies developing those programs. There were 688 and 626 investigational new drug applications (“INDs”) filed with the Food and Drug Administration (the “FDA”) in 2018 and 2019, respectively, compared to an average of 414 INDs filed annually from 2013 through 2017. 2020 was a record year, largely driven by an influx of INDs for the development of potential therapies for Covid-19. Further, initiatives by the FDA have facilitated more rapid drug development and shorter approval timelines for drugs that treat serious and life threatening diseases, which we believe will drive further innovation. An average of 46 novel drugs were approved annually by the FDA from 2016 through 2020, compared to an average of 36 per year from 2011 through 2015. To support these development efforts, biotechnology companies are raising more capital than ever before, as evidenced by a record-setting U.S. biotechnology initial public offering (“IPO”) volume in 2020. However, capital raised by biotechnology companies through initial public offerings remains a fraction of that raised through private offerings. Compared to the approximately $33 billion raised in U.S. biotechnology IPOs from 2016 to 2020, more than $74 billion was raised in private offerings by North America-based biotechnology companies during the same period. According to Capital IQ data, as of March 2021, there were approximately 17,400 biotechnology and pharmaceutical companies globally, only 1,572 of which were publicly traded. We believe that the universe of private biotechnology companies that are or will be looking to go public in the near term is significant. We further believe an acquisition by a blank check company provides an attractive alternative to the traditional IPO, offering privately held biotechnology companies looking to go public several 3 Table of Contents key advantages, including a highly efficient process, a secure balance sheet with price certainty at the time of public listing, and a strong and diverse shareholder base that typically supports the company over time. The Current Biotechnology IPO Paradigm The U.S. biotechnology IPO market has been robust in recent years, growing from an average of 29 IPOs greater than $50 million per year from 2011 through 2015 to approximately 44 IPOs greater than $50 million per year from 2016 through 2020. 2020 was a record year, with an aggregate of $14.0 billion raised in 69 U.S. biotechnology IPOs greater than $50 million, as companies continued to go public at earlier stages of development and higher valuations. The average pre-money valuation for a U.S. biotechnology IPO greater than $50 million in 2020 was $596 million, compared with $439 million on average from 2010 to 2019. The average U.S. biotechnology IPO greater than $50 million raised $203 million in 2020, compared with an average of $107 million from 2010 to 2019. On average, U.S. biotechnology IPOs have exhibited strong positive performance after IPO. The average price performance from offer to year-end 2020 for U.S. biotechnology IPOs greater than $50 million since 2010 was approximately 112%. This data set of 377 total IPOs includes 213 companies with positive price performance from offer to year-end 2020, as compared to 164 with negative price performance. Additionally, the average price performance for the 213 positive performers was approximately 245% from offer to year-end 2020, as compared to approximately -60% for the negative performers. Despite this constructive market backdrop, we believe that a number of factors, outlined below, are contributing to suboptimal IPO outcomes for biotechnology companies and hindering their ability to bring new treatments to patients as quickly and efficiently as possible. • Short-term funding cycle and limited capital raise: Biotechnology requires a significant investment of capital and time to achieve clinical and commercial success. The capital needed to successfully advance a drug from early stage development through commercialization can easily exceed $1 billion. An IPO represents the first of several public market financing rounds for a biotechnology company accessing the public markets, often providing just enough capital to bridge to the company’s next milestone. This short-term funding cycle is suboptimal, as it leaves little to no margin of safety to address any challenges or setbacks that may emerge along the way. Post-IPO secondary offerings often rely heavily on participation from existing investors and, in cases where the offering is not tied to a clear company catalyst, can come at a steep discount to prevailing market prices and result in outsized dilution. Raising an insufficient amount of capital to support a business plan also forces management teams to make tradeoffs in terms of which pipeline drugs to prioritize, potentially resulting in longer timelines for getting life-saving therapies to patients. We believe we can support biotechnology companies in developing a long-term financing strategy and raising capital beyond a short-term window, which the traditional IPO route does not address. • Management distraction: Preparation for and execution of an initial public offering requires management teams to devote considerable time and attention to the lengthy IPO process, including document drafting, underwriter selection and extensive investor engagement. This is often in addition to significant time spent in advance of the IPO to secure private crossover funding, which has become the norm in the biotechnology sector. The significant commitment of time and resources required to launch a successful IPO can distract management teams from focusing on advancing the company’s product pipeline, a particularly challenging dynamic for high-growth biotechnology company executives. We believe we can offer a more efficient path to the public markets, thereby allowing management teams to focus on running their businesses. • Narrow investor base: There are a limited number of dedicated biotechnology funds with the ability to perform thorough due diligence on biotechnology companies. As a result, private biotechnology 4 Table of Contents companies are often beholden to the same limited set of investors to help anchor an IPO, and generally attempt to encourage IPO participation from these investors by pursuing a private crossover funding round ahead of the IPO. Failure to capture the attention and support of these investors can negatively impact the execution of the IPO. Moreover, a biotechnology IPO book-build that produces a relatively narrow investor base can lead to material longer-term negative impacts for newly public biotechnology companies, including shareholder base turnover and increased share price volatility. These dynamics can impair a management team’s ability to focus on long-term value creation. We believe we can provide private biotechnology companies with access to a broader investor base and enable them to skip the crossover round before going public. • Inefficient price discovery: The process for biotechnology IPO demand generation often produces order books that are significantly oversubscribed, but lacks an effective price discovery mechanism. Biotechnology IPO valuations are often closely tied to private crossover valuations, which are set by a smaller group of specialized investors. This limited price discovery can frustrate the ability of biotechnology companies to maximize proceeds at IPO and lead to outsized trading fluctuations post-IPO pricing. The average first day trading performance for U.S. biotechnology IPOs from 2010 to 2020 stands at over 17%. We believe we can offer greater price and valuation certainty to management teams. • IPO financing windows can shut unexpectedly: Efficient and rapid access to capital is critical to the success of biotechnology companies. A biotechnology company’s ability to access the public markets is contingent on a constructive macroeconomic backdrop, but can also be impacted by fluctuating investor sentiment due to exogenous events, which can cause financing windows to close quickly and unexpectedly. We believe we can mitigate the significant uncertainty and unpredictability around IPO financing windows by offering a more certain and direct path to the public markets. We believe that biotechnology companies at a certain stage in their development will see material benefits from being publicly traded, including greater company and product awareness, a more liquid acquisition currency and diversified funding sources and access to capital. An acquisition by a blank check company with a management team that is well known and respected by biotechnology company founders, investors and management teams can provide a more transparent and efficient mechanism to bring a private biotechnology company to the public markets. Our Mission We believe that healthcare investing is unique in its ability to translate to dramatic improvements in quality of life. The more impactful a drug is on the lives of patients and their families, the greater the likelihood of commercial success. We have chosen to focus on the biotechnology sector because we believe it is an important, exciting and complicated space where incremental capital can drive outsized societal value and returns can be highly asymmetric. Our mission is to provide disruptive and agile biotechnology companies an alternative path to becoming a publicly traded company as compared to the traditional IPO, thereby supporting their ability to execute their business plans and achieve long-term clinical and commercial success. We also seek to provide greater access to the biotechnology sector to a broader investor base. Historically, biotechnology investing has generated strong returns for a select specialist group of investors. However, most investors lack the technical and scientific background and understanding to evaluate biotechnology opportunities. Importantly, we believe our management team has the experience, knowledge base and process in place to identify biotechnology companies that have high potential. By leveraging our extensive experience and network, we believe we can provide a number of significant benefits to potential targets and public market investors that can potentially lead to attractive long-term risk-adjusted returns in the public markets. 5 Table of Contents Our Acquisition and Value Creation Strategy We intend to leverage what we believe is a competitive advantage in sourcing potential targets that will materially benefit from our unique expertise and where we are best situated to augment the value of the business following the completion of our initial business combination. We believe our management team is well positioned to identify unique opportunities across the private biotechnology company landscape. Our selection process will leverage our relationships with leading biotechnology company founders, executives of private and public companies, venture capitalists and growth equity funds, in addition to the extensive industry and geographical reach of Social Capital and Suvretta’s platforms. Given our profile and approach, we anticipate that target business candidates may be brought to our attention from various sources, in particular founders of and investors in other private and public biotechnology companies in our networks. We also believe that our management team’s reputation, experience and track record of investing will make us a preferred partner for these potential targets. Consistent with our strategy, we have identified the following general criteria and guidelines to evaluate prospective target businesses. We may, however, decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to seek to acquire one or more businesses that we believe: • are in the biotechnology industry and can benefit from the extensive networks and insights we have built. In addition, we expect to evaluate targets in related industries that can leverage advancements in biotechnology to improve outcomes for patients; • are ready to operate under the scrutiny of the public markets, with strong management, corporate governance and reporting policies in place; • have a profile that will be attractive to investors in public companies and are likely to be supported by investors in the public markets after the business combination; • are at an inflection point, such as those requiring additional expertise, resources or capital; • exhibit unrecognized value or other characteristics that we believe have been misevaluated by the market based on our company-specific analysis and due diligence review; and • will offer attractive risk-adjusted equity returns for our shareholders. Financial returns will be evaluated based on, among other factors, the potential for achieving clinical and commercial success and for creating value through business development initiatives. Any evaluation relating to the merits of a particular initial business combination may be based on these general criteria and guidelines, as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into an initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that fact in our shareholder communications related to the acquisition. As discussed elsewhere in this prospectus, this would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC. Our Proposed Biotechnology Subsector Focus While we may pursue an initial business combination target in any subsector within the biotechnology industry, or in any other industry, we intend to focus on oncology. 6 Table of Contents Oncology has been a key area of focus for drug developers, biopharmaceutical companies and regulatory agencies around the world for decades. This heightened focus can be explained by the acuity and mortality of most cancers, the prospect of gaining new drug approval and commercial traction with only incremental improvements, and the ability of previously approved drugs to expand the market for subsequent lines of therapy through enhanced survival. In recent years, we have witnessed significant technological advances in the treatment of cancer, and we expect this trend to continue for the foreseeable future. The rapid pace of innovation is supported by regulatory developments, including a simpler and more direct path to regulatory approval, allowing therapies with clear risk-benefit management to reach the market faster than eve