0000950170-24-019499.txt : 20240223 0000950170-24-019499.hdr.sgml : 20240223 20240223172843 ACCESSION NUMBER: 0000950170-24-019499 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240216 FILED AS OF DATE: 20240223 DATE AS OF CHANGE: 20240223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Spinale John CENTRAL INDEX KEY: 0002012448 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40558 FILM NUMBER: 24672760 MAIL ADDRESS: STREET 1: AKILI, INC. STREET 2: 71 COMMERCIAL STREET, MAILBOX 312 CITY: BOSTON STATE: MA ZIP: 02109 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 3 1 ownership.xml 3 X0206 3 2024-02-16 0 0001850266 Akili, Inc. AKLI 0002012448 Spinale John C/O AKILI, INC. 71 COMMERCIAL STREET, MAILBOX 312 BOSTON MA 02109 true false false false Common Stock 3063364 I By JAZZ Human Performance Technology Fund, L.P. Common Stock 693226 I By JAZZ Human Performance Opportunity Fund, L.P. Stock Option (Right to Buy) 2.07 2025-08-26 Common Stock 33384 D Earnout Shares 2027-08-19 Common Stock 7536461 D The shares are held directly by JAZZ Human Performance Technology Fund, L.P. ("JAZZ Technology Fund"). JAZZ Human Performance Technology GP, LLC ("JAZZ Technology GP") is the general partner of JAZZ Technology Fund, and the Reporting Person is a managing member of JAZZ Technology GP. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose. The shares are held directly by JAZZ Human Performance Opportunity Fund, L.P. ("JAZZ Opportunity Fund"). JAZZ Human Performance Opportunity GP, LLC ("JAZZ Opportunity GP") is the general partner of JAZZ Opportunity Fund, and the Reporting Person is a managing member of JAZZ Opportunity GP. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose. The shares underlying this option are fully vested and exercisable as of the date hereof. Each Earnout Share represents a contingent right to receive one share of the Issuer's Common Stock. The Earnout Shares shall vest and be released upon the satisfaction of certain share price vesting conditions (the "Earnout Conditions") as follows: (i) if, at any time prior to August 19, 2027 (the "Earnout Period") the volume-weighted average price ("VWAP") of the Issuer's Common Stock equals or exceeds $15.00 per share for any 20 trading days within a 30-trading day period, one third (1/3) of the Earnout Shares shall vest; (ii) if, at any time during the Earnout Period, the VWAP of the Issuer's Common Stock equals or exceeds $20.00 per share for any 20 trading days within a 30-trading day period, one third (1/3) of the Earnout Shares shall vest; and (iii) if, at any time during the Earnout Period, the VWAP of the Issuer's Common Stock equals or exceeds $30.00 per share for any 20 trading days within a 30-trading day period, one third (1/3) of the Earnout Shares shall vest. Represents the maximum aggregate amount of Earnout Shares allocable to eligible former securityholders of Akili Interactive Labs, Inc. ("Akili Interactive"), collectively, who were common stock holders of Akili Interactive or who were designated eligible employees or individual service providers of Akili Interactive immediately prior to the consummation of the merger pursuant to the Agreement and Plan of Merger by and between the Issuer (f/k/a Social Capital Suvretta Holdings Corp. I), Karibu Merger Sub, Inc. and Akili Interactive dated as of January 26, 2022 (the "Merger Agreement"). As set forth in the Merger Agreement, former securityholders of Akili Interactive who are no longer securityholders of the Issuer or are no longer employees or individual service providers and do not hold any stock or options of the Issuer as of the time at which the Earnout Conditions are satisfied are deemed to have forfeited their allocation of Earnout Shares, (Continued from footnote 5) with such forfeited shares becoming allocable to the remaining eligible earnout recipients under the Merger Agreement. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose. Exhibit 24 - Power of Attorney /s/ Jacqueline Studer, attorney-in-fact 2024-02-23 EX-24 2 akli-ex24.htm EX-24 EX-24

 

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Matthew Franklin and Jacqueline Studer, signing singly, the undersigned’s true and lawful attorney-in-fact to:

(1)
execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Akili, Inc. (the “Company”), (i) Form ID, including any attached documents, to effect the assignment of codes to the undersigned to be used in the transmission of information to the United States Securities and Exchange Commission using the EDGAR System, (ii) Forms 3, 4 and 5, (iii) Schedule 13D, (iv) Schedule 13G and (v) amendments of each thereof, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;
(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D. Schedule 13G or any amendments thereto and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted, the undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees to indemnify the attorney-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorney-in-fact.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney may be filed with the United States Securities and Exchange Commission as a confirming statement of the

 

authority granted herein. This Power of Attorney supersedes any prior power of attorney in connection with the undersigned’s capacity as an officer and/or director of the Company, this Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an executive officer of the Company.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 15, 2024.

 

/s/ John Spinale

Name: John Spinale