0000950170-24-081902.txt : 20240705 0000950170-24-081902.hdr.sgml : 20240705 20240705173639 ACCESSION NUMBER: 0000950170-24-081902 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: Palihapitiya Chamath CENTRAL INDEX KEY: 0001715450 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40558 FILM NUMBER: 241103146 MAIL ADDRESS: STREET 1: THE SOCIAL-CAPITAL PARTNERSHIP, L.L.C. STREET 2: 506 SANTA CRUZ AVENUE, SUITE 300 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SC Master Holdings, LLC CENTRAL INDEX KEY: 0001851024 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40558 FILM NUMBER: 241103145 BUSINESS ADDRESS: STREET 1: 506 SANTA CRUZ AVENUE, SUITE 300 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-521-9007 MAIL ADDRESS: STREET 1: 506 SANTA CRUZ AVENUE, SUITE 300 CITY: MENLO PARK STATE: CA ZIP: 94025 FORMER NAME: FORMER CONFORMED NAME: SC Emerging Managers, LLC DATE OF NAME CHANGE: 20210311 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 0001715450 Palihapitiya Chamath C/O SC MASTER HOLDINGS, LLC 506 SANTA CRUZ AVENUE, SUITE 300 MENLO PARK CA 94025 false false true false 0001851024 SC Master Holdings, LLC 506 SANTA CRUZ AVENUE SUITE 300 MENLO PARK CA 94025 false false true false false Common Stock 2024-07-02 4 U false 8100000 D 0 I See Footnote Common Stock 2024-07-02 4 U false 3773000 D 0 I See Footnote Common Stock 2024-07-02 4 U false 1900000 D 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 Person or his affiliates was converted into the Offer Price. Reflects securities held directly by SC PIPE Holdings LLC ("SC PIPE Holdings"). The sole member of SC PIPE Holdings is SC Master Holdings, LLC ("SC Master Holdings"). SC Master Holdings is controlled by Mr. Palihapitiya. Reflects securities held directly by SC Master Holdings. SC Master Holdings is controlled by Mr. Palihapitiya. Reflects securities held directly by a trust for the benefit of members of Mr. Palihapitiya's immediate family. The inclusion of the securities in this report shall not be deemed an admission by the reporting persons of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose or that any of the transactions reported herein are subject to Section 16. SC PIPE HOLDINGS LLC, By: SC Master Holdings, LLC, its sole member, By: Social Capital Group LLC, its sole member, By: /s/ Chamath Palihapitiya, Chief Executive Officer 2024-07-05 /s/ Chamath Palihapitiya 2024-07-05