SSAA / Science Strategic Acquisition Corp Alpha - Class A - Arquivamentos da SEC, Relatório Anual, Declaração de Procuração

US8086411043 / Science Strategic Acquisition Corp. Alpha, Class A / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Science Strategic Acquisition Corporation Alpha (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 808641104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12G 1 tm2233422d11512g.htm 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39930 Science Strategic Acquisition

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2022 SCIENCE STRATEGIC ACQUISITION CORP. ALPHA (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39930 (Co

Certificate of Amendment to the Amended and Restated Certificate of Incorporation.

EX-3.1 2 tm2232351d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SCIENCE STRATEGIC ACQUISITION CORP. ALPHA Science Strategic Acquisition Corp. Alpha (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1.            The name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ?

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

PRER14A 1 tm2229050-2prer14a.htm PRER14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

PRE 14A 1 tm2229050-1pre14a.htm PRE 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-39930

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-39930 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: June 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-39930

NT 10-Q 1 tm2211858d2nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-39930 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Repor

US8086411043 / Science Strategic Acquisition Corp. Alpha, Class A / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Science Strategic Acquisition Corp. Alpha (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 808641104 (CUSIP Number) April 8, 2022 (Date of Event which Requires Filing of this Statement) Chec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-39930

NT 10-K 1 tm222409d3nt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-39930 (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Rep

US8086411043 / Science Strategic Acquisition Corp. Alpha, Class A / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Science Strategic Acquisition Corp. Alpha (Name of Issuer) Class A common stock (Title of Class of Securities) 808641104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2021 SCIENCE STRATEGIC ACQUISITION CORP. ALPHA (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39930 (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2021 SCIENCE STRATEGIC ACQUISITION CORP. ALPHA (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39930 (Commis

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-39930

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-39930 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39930 Science Strate

Description of Securities

EX-4.5 2 tm2110201d1ex4-5.htm EXHIBIT 4.5 Exhibit 4.5 DESCRIPTION OF SCIENCE STRATEGIC ACQUISITION CORP. ALPHA’s SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description summarizes the material terms of the securities of Science Strategic Acquisition Corp. Alpha registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended

- FORM NT 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-39930 (Check One): x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2020 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-99.1 2 tm215165d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Science Strategic Acquisition Corp. Alpha Opinion on the Financial Statement We have audited the accompanying balance sheet of Science Strategic Acquisition Corp. Alpha (the “Company”) as of January 28, 2021 and the related notes (collec

Financial Statements and Exhibits, Other Events

8-K 1 tm215165d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2021 SCIENCE STRATEGIC ACQUISITION CORP. ALPHA (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2021 SCIENCE STRATEGIC ACQUISITION CORP. ALPHA (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39930 (Co

Letter Agreement, dated January 25, 2021, among the Company, the Sponsor and the Company’s officers and directors (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2021).

Exhibit 10.2 Science Strategic Acquisition Corp. Alpha 1447 2nd Street Santa Monica, CA 90401 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Science Strategic Acquisition Corp. Alpha, a Delaware corporation (the “Company”),

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2021).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SCIENCE STRATEGIC ACQUISITION CORP. ALPHA January 25, 2021 Science Strategic Acquisition Corp. Alpha, a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Science Strategic Acquisition Corp. Alpha”. The original certificate of incorporation of

Underwriting Agreement, dated January 25, 2021, between the Company and Credit Suisse Securities (USA) LLC.

Exhibit 1.1 27,000,000 Units Science Strategic Acquisition Corp. Alpha UNDERWRITING AGREEMENT January 25, 2021 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, N.Y. 10010-3629 As Representative of the Underwriter listed in Schedule I to the Agreement Dear Ladies and Gentlemen: 1. Introductory. Science Strategic Acquisition Corp. Alpha, a Delaware corporation (the “Company”), agre

Administrative Services Agreement, dated January 25, 2021, between the Company and Science Partners Management, LLC (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2021).

Exhibit 10.5 Science Strategic Acquisition Corp. Alpha 1447 2nd Street Santa Monica, CA 90401 January 25, 2021 Science Partners Management, LLC 1447 2nd Street Santa Monica, CA 90401 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Science Strategic Acquisition Corp. Alpha, a Delaware corporation (the “Company”) and Science Partners Management, LLC,

Warrant Agreement, dated January 25, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2021).

Exhibit 10.1 WARRANT AGREEMENT between SCIENCE STRATEGIC ACQUISITION CORP. ALPHA and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 25, 2021, is by and between Science Strategic Acquisition Corp. Alpha, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “War

Form of Indemnity Agreement between the Company and each of its officers and directors (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2021).

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021 by and between Science Strategic Acquisition Corp. Alpha, a Delaware corporation (the “Company”), and [D&O] (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate its

Investment Management Trust Agreement, dated January 25, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2021).

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 25, 2021 by and between Science Strategic Acquisition Corp. Alpha, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statements on Form S-1 (

Sponsor Warrant Purchase Agreement, dated January 25, 2021, between the Company and the Sponsor (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2021).

Exhibit 10.6 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of January 25, 2021 (this “Agreement”), is entered into by and between Science Strategic Acquisition Corp. Alpha, a Delaware corporation (the “Company”), and SSAC Alpha Sponsor, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company intends to consummate an initial public

Registration Rights Agreement, dated January 25, 2021, among the Company, the Sponsor and certain other security holders named therein (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on January 29, 2021).

EX-10.4 7 tm2034755d13ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 25, 2021, is made and entered into by and among Science Strategic Acquisition Corp. Alpha, a Delaware corporation (the “Company”), SSAC Alpha Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties

$270,000,000 Science Strategic Acquisition Corp. Alpha 27,000,000 Units

424B4 1 tm2034755-9424b4.htm 424B4 TABLE OF CONTENTS   Filed Pursuant to Rule 424(b)(4)  Registration Nos. 333-251987 and 333-252416 PROSPECTUS $270,000,000 Science Strategic Acquisition Corp. Alpha 27,000,000 Units Science Strategic Acquisition Corp. Alpha is a newly incorporated blank check company, incorporated as a Delaware corporation for the purpose of effecting a merger, share exchange, ass

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- FORM 8-A12B

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 SCIENCE STRATEGIC ACQUISITION CORP. ALPHA (Exact Name of Registrant as Specified in Its Charter) Delaware 85-3594633 (State or other jurisdiction of Incorporation or Organization) (I.R.S. Employer Identif

- S-1MEF

S-1MEF 1 tm2034755-11s1mef.htm S-1MEF As filed with the U.S. Securities and Exchange Commission on January 25, 2021. Registration No. 333-       UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Science Strategic Acquisition Corp. Alpha (Exact name of registrant as specified in its charter) Delaware (State or ot

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SCIENCE STRATEGIC ACQUISITION CORP. ALPHA 1447 2nd Street Santa Monica, California 90401 January 22, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F St. Street, NE Washington, D.C. 20549 Re: Science Strategic Acquisition Corp. Alpha Registration Statement on Form S-1 File No. 333-251987 Ladies and Gentleman: Pursuant to Rule 461 under the Securities Act

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CORRESP 1 filename1.htm January 22, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Irene Barberena-Meissner Re: Science Strategic Acquisition Corp. Alpha Registration Statement on Form S-1 Filed January 20, 2021, as amended File No. 333-251987 Dear Ms. Barberena-Meissner: Pursuant to Rule 461 of t

Form of Underwriting Agreement

Exhibit 1.1 22,500,000 Units Science Strategic Acquisition Corp. Alpha UNDERWRITING AGREEMENT [·], 2021 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, N.Y. 10010-3629 As Representative of the Underwriter listed in Schedule I to the Agreement Dear Ladies and Gentlemen: 1. Introductory. Science Strategic Acquisition Corp. Alpha, a Delaware corporation (the “Company”), agrees with

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Form S-1/A filed by the Registrant on January 20, 2021).

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [•] SCIENCE STRATEGIC ACQUISITION CORP ALPHA UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE- THIRD OF ONE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 per share (“Common Stock

- AMENDMENT NO. 1 TO FORM S-1

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 20, 2021. Registration No. 333-251987 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Science Strategic Acquisition Corp. Alpha (Exact name of registrant as specified in its charter) Delaware (State or oth

Form of Code of Ethics and Business Conduct (incorporated by reference to Exhibit 14 filed with the Form S-1/A filed by the Registrant on January 20, 2021).

Exhibit 14 CODE OF BUSINESS CONDUCT AND ETHICS OF SCIENCE STRATEGIC ACQUISITION CORP.

Specimen Share of Class A common stock Certificate (incorporated by reference to Exhibit 4.2 filed with the Form S-1/A filed by the Registrant on January 20, 2021).

Exhibit 4.2 NUMBER NUMBER C-SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [•] SCIENCE STRATEGIC ACQUISITION CORP ALPHA INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF SCIENCE STRATEGIC ACQUISITION CORP ALPHA (THE “CORPORATION”) transf

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Science Strategic Acquisition Corp. Alpha, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1 (File No. [•

Form of Registration Rights Agreement between the Registrant and certain security holders

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Science Strategic Acquisition Corp. Alpha, a Delaware corporation (the “Company”), SSAC Alpha Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (ea

Certificate of Incorporation

EX-3.1 2 tm2034755d3ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF SCIENCE STRATEGIC ACQUISITION CORP. ALPHA October 22, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corpo

Bylaws (incorporated by reference to Exhibit 3.3 filed with the Form S-1 filed by the Registrant on January 8, 2021).

EX-3.3 4 tm2034755d3ex3-3.htm EXHIBIT 3.3 Exhibit 3.3 BYLAWS OF SCIENCE STRATEGIC ACQUISITION CORP. ALPHA (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individ

Form of Amended and Restated Certificate of Incorporation

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SCIENCE STRATEGIC ACQUISITION CORP. ALPHA [·], 2021 Science Strategic Acquisition Corp. Alpha, a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Science Strategic Acquisition Corp. Alpha”. The original certificate of incorporation of the Co

Consent of independent director nominee

Exhibit 99.1 Consent of Jeff Kearl In connection with the filing by Science Strategic Acquisition Corp. Alpha (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nomine

Form of Sponsor Warrants Purchase Agreement between the Registrant and SSAC Alpha Sponsor, LLC

Exhibit 10.6 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [•], 2021 (this “Agreement”), is entered into by and between Science Strategic Acquisition Corp. Alpha, a Delaware corporation (the “Company”), and SSAC Alpha Sponsor, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company intends to consummate an initial public offerin

Form of Indemnity Agreement

Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021 by and between Science Strategic Acquisition Corp. Alpha, a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obli

Consent of independent director nominee

Exhibit 99.3 Consent of colette K. taylor In connection with the filing by Science Strategic Acquisition Corp. Alpha (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a

Power of Attorney (included on signature page to the initial filing of the Registration Statement)

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 8, 2021. Registration No. 333-       UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Science Strategic Acquisition Corp. Alpha (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of i

Securities Subscription Agreement, dated October 29, 2020, between the Registrant and SSAC Alpha Sponsor, LLC

Exhibit 10.5 Science Strategic Acquisition Corp. Alpha 1447 2nd Street Santa Monica, CA 90401 October 29, 2020 SSAC Alpha Sponsor, LLC 1447 2nd Street Santa Monica, CA 90401 RE: Securities Subscription Agreement Ladies and Gentlemen: Science Strategic Acquisition Corp. Alpha, a Delaware corporation (the “Company”), is pleased to accept the offer SSAC Alpha Sponsor, LLC, a Delaware limited liabilit

Form of Letter Agreement among the Registrant and its directors and officers and SSAC Alpha Sponsor, LLC

EX-10.2 7 tm2034755d3ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Science Strategic Acquisition Corp. Alpha 1447 2nd Street Santa Monica, CA 90401 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Science Strategic Acquisition Corp. Al

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 4.4 WARRANT AGREEMENT between SCIENCE STRATEGIC ACQUISITION CORP. ALPHA and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between Science Strategic Acquisition Corp. Alpha, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Age

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2000 Pennsylvania Ave., NW Washington, D.C. 20006-1888 Telephone: 202.887.1500 Facsimile: 202.887.0763 www.mofo.com morrison & foerster llp beijing, berlin, boston, brussels, denver, hong kong, london, los angeles, new york, northern virginia, palo alto, san diego, san francisco, shanghai, singapore, tokyo, washington, d.c. January 8, 2021 BY EDGAR Ms. Loan Lauren Ngyuen Ms. Liz Packebusch Mr. Kar

Promissory Note, dated October 29, 2020, issued to SSAC Alpha Sponsor, LLC

EX-10.1 6 tm2034755d3ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY

Form of Administrative Services Agreement, by and between the Registrant and an affiliate of the Registrant

Exhibit 10.8 Science Strategic Acquisition Corp. Alpha 1447 2nd Street Santa Monica, CA 90401 , 2021 Science Partners Management, LLC 1447 2nd Street Santa Monica, CA 90401 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Science Strategic Acquisition Corp. Alpha, a Delaware corporation (the “Company”) and Science Partners Management, LLC, a Delaware

Consent of independent director nominee

Exhibit 99.2 Consent of Jennifer Rubio In connection with the filing by Science Strategic Acquisition Corp. Alpha (the “Company”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a no

LETTER

United States securities and exchange commission logo December 3, 2020 Greg Gilman Director Science Strategic Acquisition Corp.

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United States securities and exchange commission logo December 3, 2020 Greg Gilman Director Science Strategic Acquisition Corp.

As submitted confidentially with the Securities and Exchange Commission on November 5, 2020. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confide

TABLE OF CONTENTS As submitted confidentially with the Securities and Exchange Commission on November 5, 2020.