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