0000950170-24-081811.txt : 20240705
0000950170-24-081811.hdr.sgml : 20240705
20240705115403
ACCESSION NUMBER: 0000950170-24-081811
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240702
FILED AS OF DATE: 20240705
DATE AS OF CHANGE: 20240705
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Temasek Holdings (Private) Ltd
CENTRAL INDEX KEY: 0001021944
ORGANIZATION NAME:
STATE OF INCORPORATION: U0
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40558
FILM NUMBER: 241102060
BUSINESS ADDRESS:
STREET 1: 60B ORCHARD ROAD #06-18 TOWER 2
STREET 2: THE ATRIUM@ORCHARD
CITY: SINGAPORE
STATE: U0
ZIP: 238891
BUSINESS PHONE: 65 6828 6828
MAIL ADDRESS:
STREET 1: 60B ORCHARD ROAD #06-18 TOWER 2
STREET 2: THE ATRIUM@ORCHARD
CITY: SINGAPORE
STATE: U0
ZIP: 238891
FORMER NAME:
FORMER CONFORMED NAME: TEMASEK HOLDINGS (PRIVATE) LTD
DATE OF NAME CHANGE: 20050912
FORMER NAME:
FORMER CONFORMED NAME: TEMASEK HOLDINGS LTD
DATE OF NAME CHANGE: 19960829
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Fullerton Management Pte Ltd
CENTRAL INDEX KEY: 0001379348
ORGANIZATION NAME:
STATE OF INCORPORATION: U0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40558
FILM NUMBER: 241102057
BUSINESS ADDRESS:
STREET 1: 60B ORCHARD ROAD #06-18 TOWER 2
STREET 2: THE ATRIUM@ORCHARD
CITY: SINGAPORE
STATE: U0
ZIP: 238891
BUSINESS PHONE: 65 6828 6586
MAIL ADDRESS:
STREET 1: 60B ORCHARD ROAD #06-18 TOWER 2
STREET 2: THE ATRIUM@ORCHARD
CITY: SINGAPORE
STATE: U0
ZIP: 238891
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Temasek Life Sciences Private Ltd
CENTRAL INDEX KEY: 0001379349
ORGANIZATION NAME:
STATE OF INCORPORATION: U0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40558
FILM NUMBER: 241102058
BUSINESS ADDRESS:
STREET 1: 60B ORCHARD ROAD #06-18
STREET 2: THE ATRIUM@ORCHARD
CITY: SINGAPORE
STATE: U0
ZIP: 238891
BUSINESS PHONE: 0116568286762
MAIL ADDRESS:
STREET 1: 60B ORCHARD ROAD #06-18
STREET 2: THE ATRIUM@ORCHARD
CITY: SINGAPORE
STATE: U0
ZIP: 238891
FORMER NAME:
FORMER CONFORMED NAME: Temasek Life Sciences Private LTD
DATE OF NAME CHANGE: 20061027
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TLS Beta Pte. Ltd.
CENTRAL INDEX KEY: 0001673754
ORGANIZATION NAME:
STATE OF INCORPORATION: U0
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40558
FILM NUMBER: 241102059
BUSINESS ADDRESS:
STREET 1: 60B ORCHARD ROAD #06-18
STREET 2: THE ATRIUM@ORCHARD
CITY: SINGAPORE
STATE: U0
ZIP: 238891
BUSINESS PHONE: 65-6828-6828
MAIL ADDRESS:
STREET 1: 60B ORCHARD ROAD #06-18
STREET 2: THE ATRIUM@ORCHARD
CITY: SINGAPORE
STATE: U0
ZIP: 238891
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Akili, Inc.
CENTRAL INDEX KEY: 0001850266
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
ORGANIZATION NAME: 08 Industrial Applications and Services
IRS NUMBER: 923654772
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 71 COMMERCIAL STREET
STREET 2: MAILBOX 312
CITY: BOSTON
STATE: MA
ZIP: 02109
BUSINESS PHONE: 617-456-0597
MAIL ADDRESS:
STREET 1: 71 COMMERCIAL STREET
STREET 2: MAILBOX 312
CITY: BOSTON
STATE: MA
ZIP: 02109
FORMER COMPANY:
FORMER CONFORMED NAME: Social Capital Suvretta Holdings Corp. I
DATE OF NAME CHANGE: 20210310
4
1
ownership.xml
4
X0508
4
2024-07-02
true
0001850266
Akili, Inc.
AKLI
0001021944
Temasek Holdings (Private) Ltd
60B ORCHARD ROAD, #06-18 TOWER
2, THE ATRIUM@ORCHARD
SINGAPORE
U0
238891
SINGAPORE
false
false
true
false
0001673754
TLS Beta Pte. Ltd.
60B ORCHARD ROAD, #06-18
TOWER 2, THE ATRIUM@ORCHARD
SINGAPORE
U0
238891
SINGAPORE
false
false
true
false
0001379349
Temasek Life Sciences Private Ltd
60B ORCHARD ROAD, #06-18
TOWER 2, THE ATRIUM@ORCHARD
SINGAPORE
U0
238891
SINGAPORE
false
false
true
false
0001379348
Fullerton Management Pte Ltd
60B ORCHARD ROAD, #06-18
TOWER 2, THE ATRIUM@ORCHARD
SINGAPORE
U0
238891
SINGAPORE
false
false
true
false
false
Common Stock, par value $0.0001
2024-07-02
4
U
false
10336425
D
0.00
I
See Footnote
Earnout Shares
2024-07-02
4
U
false
1172697
D
2027-08-19
Common Stock
1172697
0.0
I
See Footnote
Reflects disposition of shares of common stock (each, a "Share") of the Issuer at a price per Share of $0.4340 (the "Offer Price") pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 29, 2024, by and among the Issuer, Virtual Therapeutics Corporation, a Delaware corporation ("Parent") and Alpha Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Purchaser"), Purchaser completed a tender offer for shares of common stock of the Issuer and thereafter merged with and into the Issuer, effective as of July 2, 2024 (the "Effective Time"), with the Issuer surviving the merger. As of the Effective Time, each Share held by the Reporting Persons was converted into the Offer Price.
The securities reported herein were directly owned by TLS Beta Pte. Ltd. ("TLS Beta"), which is a direct wholly-owned subsidiary of Temasek Life Sciences Private Limited ("Temasek Life Sciences"). Temasek Life Sciences is a direct wholly-owned subsidiary of Fullerton Management Pte Ltd ("FMPL"), which in turn is a direct wholly-owned subsidiary of Temasek Holdings (Private) Limited ("Temasek Holdings"). Temasek Life Sciences, FMPL and Temasek Holdings may therefore be deemed to have had or shared beneficial ownership of the securities directly owned by TLS Beta.
Represents shares of the Issuer's common stock deposited into an escrow account for the benefit of TLS Beta (the "Earnout Shares") pursuant to the Agreement and Plan of Merger, dated as of January 26, 2022, by and among Social Capital Suvretta Holdings Corp. I, Karibu Merger Sub, Inc., and Akili Interactive Labs, Inc. The Earnout Shares were cancelled for no consideration pursuant to the terms of the Merger Agreement.
TLS Beta Pte. Ltd., By: /s/ Yap Zhi Liang, Director
2024-07-05
Temasek Life Sciences Private Limited, By: /s/ Lim Siew Lee Sherlyn, Director
2024-07-05
Fullerton Management Pte Ltd, By: /s/ Gregory Tan, Director
2024-07-05
Temasek Holdings (Private) Limited, By: /s/ Jason Norman Lee, Authorized Signatory
2024-07-05