SUBJECT TO COMPLETION, DATED SEPTEMBER 12, 2022
PRELIMINARY PROSPECTUS
43,414,721
SHARES OF COMMON STOCK
OF
AKILI, INC.
This prospectus relates to
(i) the resale of 16,200,000 shares of common stock issued in the PIPE Investment (as defined below) by certain of the selling securityholders, acquired at a purchase price of $10.00 per share; (ii) the resale of 6,250,000 shares of common
stock issued upon consummation of the Business Combination (as defined below), in exchange for Class B ordinary shares of SCS (as defined below) originally issued to the Sponsor (as defined below) at a purchase price of $0.004 per share; (iii)
the resale of 640,000 shares of common stock issued upon consummation of the Business Combination (as defined below), in exchange for Class A ordinary shares of SCS (as defined below) originally issued to the Sponsor (as defined below) at a
purchase price of $10.00 per share; (iv) the resale of 2,494,549 shares of common stock held by certain of our current and former directors, acquired at a weighted average purchase price of $1.53 per share; (v) the resale of 15,684,066 shares of
common stock issued to certain former equity holders of Akili (as defined below) pursuant to the Business Combination, acquired at a weighted average purchase price of $3.20 per share; (vi) the issuance by us and resale of 2,096,106 shares of
common stock reserved for issuance upon the exercise of options to purchase common stock held by persons who previously ended their relationship with Akili prior to or concurrently with the Closing to the Business Combination, which have a weighted
average exercise price of $3.07 per share; and (vii) the issuance by us and resale of 50,000 shares of common stock reserved for issuance upon the settlement of restricted stock units. We collectively refer to the selling securityholders
covered by this prospectus as the Selling Securityholders.
On August 19, 2022, we consummated the transactions contemplated by that
certain Agreement and Plan of Merger, dated as of January 26, 2022 (the Merger Agreement), by and among Social Capital Suvretta Holdings Corp. I, a Cayman Islands exempted company (SCS), Karibu Merger Sub Inc., a
Delaware corporation and a direct wholly owned subsidiary of SCS (Merger Sub), and Akili Interactive Labs, Inc., a Delaware corporation (Akili). As contemplated by the Merger Agreement, SCS was domesticated as a Delaware
corporation and changed its name to Akili, Inc. (the Domestication). Following the Domestication, Merger Sub merged with and into Akili, the separate corporate existence of Merger Sub ceased and Akili survived as a wholly
owned subsidiary of Akili, Inc. (the Merger and, together with the Domestication, the Business Combination).
We are registering
the resale of shares of common stock as required by (i) the amended and restated registration rights agreement, dated as of August 19, 2022 (the Registration Rights Agreement), entered into by and among Akili, Inc., SCS Sponsor
I LLC, certain affiliates of SCS Sponsor I LLC, certain directors and advisors of SCS and certain former stockholders of Akili, and (ii) the subscription agreements, entered into by and among SCS and certain qualified institutional buyers and
accredited investors relating to the purchase of shares of common stock in private placements consummated in connection with the Business Combination.
We will receive the proceeds from any exercise of outstanding stock options, but not from the resale of any of the securities registered hereby by the Selling
Securityholders. The amount of aggregate proceeds from exercise of outstanding stock options to which this registration statement relates could be up to approximately $6,440,833. The exercise prices of such outstanding stock options range from $0.01
to $5.04 per share, with a weighted average exercise price of $3.07 per share. As of September 9, 2022, the closing sale price of our common stock as reported by the Nasdaq Capital Market (Nasdaq) was $4.49. There is no assurance that
stock options will be in the money prior to their expiration or that the holders of such securities will elect to exercise any or all of such securities for cash. We believe the likelihood that these holders will exercise such securities, and
therefore any cash proceeds that we may receive in relation to the exercise of such securities will be dependent on the trading price of our common stock. If the market price for our common stock is less than the exercise price of stock options, we
believe the holders of such stock options will be unlikely to exercise such securities. See Use of Proceeds.
We will bear all
costs, expenses and fees in connection with the registration of the securities. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their respective sales of the securities.
Prior to the extraordinary general meeting of SCS in connection with the Business Combination held on August 18, 2022, holders of 24,772,478 SCS class A
ordinary shares exercised their right to redeem those shares for cash at a price of $10.03 per share for an aggregate redemption amount of approximately $248.5 million, representing approximately 99.09% of SCSs Class A ordinary shares. The
shares of common stock being offered for resale in this prospectus, excluding those issuable upon the exercise of stock options, represent approximately 48.4% of our total outstanding shares of common stock as of the date of this prospectus.
Additionally, if all the stock options are exercised, the holders of such stock options would own an additional 2,096,106 shares of common stock, representing approximately 2.5% of our total shares of common stock outstanding following such
exercise. The sale of all the securities being offered in this prospectus, following any applicable lock-up periods, could result in a significant decline in the public trading price of our shares of common
stock. Despite such a decline in the public trading price, the Selling Securityholders may still experience a positive rate of return on the securities they purchased due to the difference in the purchase prices of which they purchased the
securities described above. See Information Related to Offered Securities, Risk Factors Certain existing shareholders purchased securities in the Company at a price below the current trading price of such
securities, and may experience a positive rate of return based on the current trading price. Future investors in our Company may not experience a similar rate of return, and Risk Factors Substantial future sales of shares
of our shares of common stock could cause the market price of our shares of common stock to decline.
Trading of our common stock began on
Nasdaq on August 22, 2022, under the ticker symbol AKLI. Prior to the Domestication, SCS Class A ordinary shares, par value $0.0001 per share (the SCS Class A ordinary shares) traded on Nasdaq under the ticker
symbol DNAA. On September 9, 2022, the closing sale price of our common stock as reported by Nasdaq was $4.49.
Investing in
our securities involves risks that are described in the Risk Factors section beginning on page 17 of this prospectus.
Neither the Securities and Exchange Commission (the SEC) nor any state securities commission has approved or disapproved of the securities to be
issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of
this prospectus is , 2022.