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