PROSPECTUS SUMMARY
This Reoffer Prospectus is part of a registration statement that we filed with the Commission. We have provided to you in this Reoffer
Prospectus a general description of the Selling Stockholders and the distribution of the shares. To the extent there is a conflict between the information contained in this Reoffer Prospectus and any of our subsequent filings with the Commission,
the information in the document having the later date shall modify or supersede the earlier statement.
As permitted by the rules and
regulations of the Commission, the registration statement of which this Reoffer Prospectus forms a part includes additional information not contained in this prospectus. You may read the registration statement and the other reports we file with the
Commission at the Commissions website described above under the heading Where You Can Find More Information if necessary.
The
Company
We are a leading digital medicine company pioneering the development of cognitive treatments through game- changing
technologies. Our approach of leveraging technologies designed to directly target the brain establishes a new category of medicine medicine that is validated through clinical trials like a drug or medical device, but experienced like
entertainment.
With this approach, we introduced EndeavorRx, the first prescription video game treatment (and first digital treatment for
a cognitive impairment) reviewed and granted marketing authorization by the U.S. Food and Drug Administration in June 2020, as a Class II medical device through the FDAs de novo process. EndeavorRx is indicated for use to improve
attention function for children ages 8-12 years old with primarily inattentive or combined-type ADHD, who have a demonstrated attention issue. In June 2020, EndeavorRx also received Conformité
Européenne Mark certification as a prescription-only digital therapeutic software intended for the treatment of attention and inhibitory control deficits in pediatric patients with ADHD, enabling EndeavorRx to be marketed in European Economic
Area member countries. EndeavorRx should be considered for use as part of a therapeutic program that may include clinician-directed therapy, medication and/or educational programs, which further address symptoms of the disorder. It is not intended
to be used as a stand- alone therapeutic and is not a substitution for a childs medication.
Background
Social Capital Suvretta Holdings Corp. I, or SCS, a Cayman Islands exempted company limited by shares, entered into an Agreement and Plan of
Merger, dated as of January 26, 2022, or the Merger Agreement, by and among SCS, Karibu Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of SCS, or Merger Sub, and Akili Interactive Labs, Inc., a Delaware corporation,
or Akili Interactive.
On August 19, 2022, as contemplated by the Merger Agreement, SCS filed a notice of deregistration and
necessary accompanying documents with the Cayman Islands Registrar of Companies, and a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which SCS was domesticated
and continues as a Delaware corporation, changing its name to Akili, Inc., or the Domestication.
As a result of and upon the
effective time of the Domestication, among other things, (i) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of SCS, or the SCS Class A ordinary shares, converted automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of Akili, Inc. or the Akili, Inc. common stock; and (ii) each of the then issued and
outstanding Class B ordinary shares, par value $0.0001 per share, of SCS, or the SCS Class B ordinary shares, converted automatically, on a one-for-one basis,
into a share of Akili, Inc. common stock.
On August 19, 2022, as contemplated by the Merger Agreement, Akili, Inc. consummated the
merger transaction contemplated by the Merger Agreement, whereby Merger Sub merged with and into Akili Interactive, with the separate corporate existence of Merger Sub ceasing and Akili Interactive being the surviving corporation and a wholly owned
subsidiary of Akili, Inc., or the Merger and, together with the Domestication, the Business Combination.
All Akili Interactive options
outstanding as of immediately prior to the Merger were converted into Akili, Inc. options and the exercise price thereof were adjusted in accordance with the Merger Agreement. Additionally, warrants exercisable for shares of Akili Interactive common
stock (other than warrants that were deemed automatically exercised in accordance with their terms) were converted into warrants to purchase shares of Akili, Inc. common stock and the exercise price thereof was adjusted in accordance with their
terms..
Our Common Stock is currently traded on Nasdaq under the symbol AKLI.
The rights of holders of our Common Stock are governed by our certificate of incorporation, our bylaws and the Delaware General Corporation
Law.