SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Temasek Holdings (Private) Ltd

(Last) (First) (Middle)
60B ORCHARD ROAD, #06-18 TOWER
2, THE ATRIUM@ORCHARD

(Street)
SINGAPORE U0 238891

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/19/2022
3. Issuer Name and Ticker or Trading Symbol
Akili, Inc. [ AKLI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 10,336,425 I(1) See Footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Earnout Shares (2)(3) 08/19/2027 Common Stock 1,172,697 (2)(3) I(1) See Footnote(1)
1. Name and Address of Reporting Person*
Temasek Holdings (Private) Ltd

(Last) (First) (Middle)
60B ORCHARD ROAD, #06-18 TOWER
2, THE ATRIUM@ORCHARD

(Street)
SINGAPORE U0 238891

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TLS Beta Pte. Ltd.

(Last) (First) (Middle)
60B ORCHARD ROAD, #06-18
TOWER 2, THE ATRIUM@ORCHARD

(Street)
SINGAPORE U0 238891

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Temasek Life Sciences Private Ltd

(Last) (First) (Middle)
60B ORCHARD ROAD, #06-18
TOWER 2, THE ATRIUM@ORCHARD

(Street)
SINGAPORE U0 238891

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Fullerton Management Pte Ltd

(Last) (First) (Middle)
60B ORCHARD ROAD, #06-18
TOWER 2, THE ATRIUM@ORCHARD

(Street)
SINGAPORE U0 238891

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The securities reported herein are directly owned by TLS Beta Pte. Ltd. ("TLS Beta"), which is a direct wholly-owned subsidiary of Temasek Life Sciences Private Limited ("Temasek Life Sciences"). Temsaek Life Sciences is a direct wholly-owned subsidiary of Fullerton Management Pte Ltd ("FMPL"), which in turn is a direct wholly-owned subsidiary of Temasek Holdings (Private) Limited ("Temasek Holdings"). Temasek Life Sciences, FMPL and Temasek Holdings may therefore be deemed to have or share beneficial ownership of the securities directly owned by TLS Beta.
2. Represents shares of the Issuer's common stock deposited into an escrow account for the benefit of TLS Beta (the "Earnout Shares") pursuant to the 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 with limited liability ("SCS"), Karibu Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of SCS, and Akili Interactive Labs, Inc., a Delaware corporation. The Earnout Shares are subject to release from escrow to TLS Beta in three equal tranches upon the daily volume weighted average price of a share of the Issuer's common stock reaching $15.00/share, $20.00/share and $30.00/share, respectively, over any 20 trading days within any 30 consecutive trading day period following August 19, 2022 and prior to August 19, 2027, in each case, on the terms set forth in the Merger Agreement.
3. (Continued from footnote 2) Before the Earnout Shares are released, such shares: (i) entitle TLS Beta to the rights of the holders of shares of the Issuer's common stock, including the right to vote or to receive dividends, distributions or other payment of any kind in respect of such Earnout Shares; (ii) will not bear interest; and (iii) are not assignable or transferable, except by operation of law, will or intestacy.
Remarks:
TLS Beta Pte. Ltd., By: /s/ Zahedah Abdul Rashid, Director 08/26/2022
Temasek Life Sciences Private Limited, By: /s/ Lim Siew Lee Sherlyn, Director 08/26/2022
Fullerton Management Pte Ltd, By: /s/ Gregory Tan, Director 08/26/2022
Temasek Holdings (Private) Limited, By: /s/ Jason Norman Lee, Authorized Signatory 08/26/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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