0001562180-24-005422.txt : 20240702
0001562180-24-005422.hdr.sgml : 20240702
20240702102911
ACCESSION NUMBER: 0001562180-24-005422
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240702
FILED AS OF DATE: 20240702
DATE AS OF CHANGE: 20240702
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Spinale John
CENTRAL INDEX KEY: 0002012448
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40558
FILM NUMBER: 241093245
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
4
1
primarydocument.xml
PRIMARY DOCUMENT
X0508
4
2024-07-02
true
0001850266
Akili, Inc.
AKLI
0002012448
Spinale John
C/O AKILI, INC.
71 COMMERCIAL ST, MAILBOX 312
BOSTON
MA
02109
true
false
false
false
false
Common Stock, par value $0.0001
2024-07-02
4
U
false
693226.00
D
0.00
I
By JAZZ Human Performance Opportunity Fund, L.P.
Common Stock, par value $0.0001
2024-07-02
4
U
false
3063364.00
D
0.00
I
By JAZZ Human Performance Technology Fund, L.P.
Stock Option (Right to Buy)
0.22
2024-07-02
4
D
false
44000.00
D
Common Stock
44000.00
0.00
D
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.
Represents shares 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.
Represents Shares 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.
Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding and unvested option to purchase Shares granted under an Issuer equity plan (each, an "Issuer Stock Option") vested in full. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Issuer Stock Option with an exercise price that is less than the Offer Price was cancelled and converted into the right to receive an amount in cash, without any interest thereon, less any applicable tax withholding, equal to the product obtained by multiplying (x) the excess of the Offer Price over the exercise price per Share underlying such Issuer Stock Option by (y) the number of Shares underlying such Issuer Stock Option immediately prior to the Effective Time.
/s/ Jacqueline Studer, as Attorney-in-Fact
2024-07-02