Announcement • Aug 21
Akili Interactive Labs, Inc. completed the acquisition of Social Capital Suvretta Holdings Corp. I (NasdaqCM:DNAA) (SCS) from SCS Sponsor I LLC, Adage Capital Management, L.P., Citadel Advisors LLC, Millennium Management LLC and others in a reverse merger transaction.
Akili Interactive Labs, Inc. executed a non-binding letter of intent to acquire Social Capital Suvretta Holdings Corp. I (NasdaqCM:DNAA) (SCS) from SCS Sponsor I LLC, Adage Capital Management, L.P., Citadel Advisors LLC, Millennium Management LLC and others for approximately $580 million in a reverse merger transaction on November 9, 2021. Akili Interactive Labs, Inc. entered into an Agreement and Plan of Merger to acquire Social Capital Suvretta Holdings Corp. I from SCS Sponsor I LLC, Adage Capital Management, L.P., Citadel Advisors LLC, Millennium Management LLC and others and others for approximately $580 million in a reverse merger transaction on January 26, 2022. The transaction implies a post-money equity value of the combined company of up to approximately $1 billion and is expected to deliver up to $412 million in gross cash proceeds to the Company, including the contribution of up to $250 million of cash held in SCS’s trust account and $162 million from PIPE investors at $10 per share. All references to available cash from the trust account and retained transaction proceeds are subject to any redemptions by the public shareholders of SCS and payment of transaction expenses. At the Closing, upon the terms and subject to the conditions of the Merger Agreement, in accordance with the DGCL, Merger Sub will merge with and into Akili, with Akili continuing as the surviving corporation and a wholly owned subsidiary of SCS and all of the outstanding capital stock of Akili and all options and warrants to acquire capital stock of Akili will be converted into the right to receive shares of common stock, par value $0.0001 per share, of SCS (after the Domestication) (“ SCS Common Stock ”) or comparable equity awards that are settled or are exercisable for shares of SCS Common Stock, representing an aggregate of 60 million shares of SCS Common Stock, (iv) at the Closing, SCS will be renamed “Akili, Inc.” and (v) at the Closing, SCS will deposit into an escrow account for the benefit of the pre-Closing Akili stockholders, optionholders and warrantholders an aggregate number of shares of SCS Common Stock equal to 7.5% of the fully diluted shares of SCS Common Stock (including shares reserved under the equity incentive plan to be adopted by the combined company in connection with the Closing), determined as of immediately following the Closing (collectively, the “ Earnout Shares ”), which Earnout Shares will be subject to release from escrow to the pre-Closing Akili stockholders, optionholders and warrantholders in three equal tranches upon the daily volume weighted average price of a share of SCS Common Stock reaching $15/share, $20/share and $30/share, respectively, over any 20 trading days within any 30 consecutive trading day period following the Closing and prior to the fifth anniversary of the Closing, in each case, on the terms set forth in the Merger Agreement. Post completion of the transaction, Akili will be listed on the Nasdaq stock market under the new ticker symbol “AKLI.” Existing Akili shareholders will roll 100% of their equity into the combined company and will be eligible to receive additional SCS shares pursuant to an earnout based on the combined company’s future stock performance.
Chamath Palihapitiya expected to become Chair of Akili’s Board of Directors upon transaction close. Akili announced the nominees for its future board of directors, effective upon the closing of Akili's business combination with SCS. Akili's public company board of directors is expected to consist of seven directors, with several new and recent additions, including William (BJ) Jones, Christine Lemke, Ken Ehlert, and Chamath Palihapitiya. Nominees also include existing Akili directors Bharatt Chowrira, Adam Gazzale and Eddie Martucci. The Closing is subject to the satisfaction or waiver of certain closing conditions contained in the Merger Agreement, approval by SCS’s and Akili’s shareholders, regulatory approvals, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, as amended, SCS have at least $5,000,001 of net tangible assets upon the closing, receipt of approval for listing on Nasdaq the shares of SCS Common Stock to be issued in connection with the business combination, effectiveness of the registration statement on Form S-4 to be filed by SCS in connection with the business combination and other customary closing conditions. The proposed business combination, which has been unanimously approved by the Boards of Directors of both Akili and SCS. SCS shareholders approved the transaction in an Extraordinary General Meeting held on August 18, 2022. The transaction is expected to close in mid-2022. Akili plans to use the net proceeds to help fund the Company’s go-to-market strategy, to further advance its pipeline of prescription digital therapeutics targeting a range of chronic and acute cognitive disorders, and for other general corporate purposes.
Morgan Stanley & Co. LLC (“Morgan Stanley”) and Cowen and Company, LLC (“Cowen”) are serving as financial advisors to Akili. Arthur R. McGivern, Daniel J. Espinoza and Sarah Ashfaq of Goodwin Procter LLP is serving as legal counsel to Akili. Raaj S. of Wachtell, Lipton, Rosen & Katz is serving as legal advisor to SCS. Morrow & Co., LLC acted as proxy solicitor and Social Capital has agreed to pay Morrow Sodali LLC a fee of $32,500, plus disbursements. Continental Stock Transfer & Trust Company acted as transfer agent to SCS. KPMG LLP provided tax, commercial and financial due diligence services to SCS.
Akili Interactive Labs, Inc. completed the acquisition of Social Capital Suvretta Holdings Corp. I (NasdaqCM:DNAA) (SCS) from SCS Sponsor I LLC, Adage Capital Management, L.P., Citadel Advisors LLC, Millennium Management LLC and others in a reverse merger transaction on August 19, 2022. The newly formed company, Akili, Inc. (“Akili”), is expected to start trading on The Nasdaq Capital Market (“Nasdaq”) under the new ticker symbol “AKLI” on August 22, 2022. Akili Chief Executive Officer and co-founder Eddie Martucci will continue to lead Akili’s management team and serve on Akili’s board. Chamath Palihapitiya, Chairman and Chief Executive Officer of SCS, will chair Akili’s board. Akili’s board also includes William (“BJ”) Jones, Christine Lemke, Kenneth Ehlert, Bharatt Chowrira, and Adam Gazzaley.
