Sec Form 13D Filing - PureTech Health plc filing for Akili Inc. (AKLI) - 2024-07-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Akili, Inc.

(Name of Issuer)

Common stock, par value $0.0001 per share

(Title of Class of Securities)

00974B107

(CUSIP Number)

Bharatt Chowrira

PureTech Health plc

6 Tide Street, Suite 400

Boston, MA 02210

(617) 482-2333

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 2, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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This Amendment No. 2 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on August 30, 2022 (as amended, the “Schedule 13D”), relating to common stock, par value $0.0001 per share (the “Common Stock”), of Akili, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein and not defined have the meanings given to them in the Schedule 13D.

Item 4 of the Schedule 13D is hereby supplemented as follows:

Merger Agreement

On May 29, 2024, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Virtual Therapeutics Corporation, a Delaware corporation (“Parent”), and Alpha Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”). In connection with the Issuer’s execution of the Merger Agreement, on May 29, 2024, PureTech Health LLC (“PureTech Health”) and certain other beneficial owners of Common Stock entered into Tender and Support Agreements (the “Tender and Support Agreements”) with Parent and Purchaser. The Tender and Support Agreements provide, among other things, that beneficial owners that are party to the Tender and Support Agreements will tender all of the shares of Common Stock of the Issuer held by them to Purchaser in the Offer, upon the terms and subject to the conditions of the Tender and Support Agreement, and (if applicable) vote all shares of Common Stock in favor of the Merger. By entering into the Tender and Support Agreement, PureTech Health and the other beneficial owners party thereto also agreed to other customary terms and conditions, including certain transfer and voting restrictions, in respect of shares of Common Stock that they beneficially own.

On July 2, 2024, the tender offer and merger described above closed. The Reporting Persons sold an aggregate of 12,527,477 shares of Issuer Common Stock in the tender offer, which represented all shares of Issuer Common Stock held by the Reporting Persons.

Item 5(a)-(b) of the Schedule 13D are hereby amended and supplemented as follows:

The information contained on the cover pages of this Amendment is incorporated herein by reference.

Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:

The information contained in Item 4 of this Amendment is incorporated herein by reference.

Item 5(e) of the Schedule 13D is hereby amended and supplemented as follows:

As of July 2, 2024, the Reporting Persons ceased to beneficially own more than five percent of the outstanding Issuer Common Stock.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 9, 2024

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