SEC Form SC 13D/A filed by Exscientia Plc (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Exscientia plc

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

30223G102

(CUSIP Number)

SB Global Advisers Limited

Attn: Stephen Lam

69 Grosvenor St

Mayfair, London W1K 3JP

+44 0207 629 0431

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

April 1, 2023

(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).

EXPLANATORY NOTE

This Amendment No. 1 amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on October 15, 2021 (as amended to date, the “Schedule 13D”) with respect the ordinary shares, nominal value £0.0005 per share (the “Ordinary Shares”), of Exscientia plc, a corporation incorporated in England and Wales (the “Issuer”). Capitalized terms used herein and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D.

Item 2 of the Schedule 13D is amended and restated in its entirety as follows:

The Schedule 13D is being filed by the following entities (each a “Reporting Person” and collectively, the “Reporting Persons”):

SVF II Excel (DE) LLC

SVF II Investment Holdings (Subco) LLC

SB Global Advisers Limited (“SBGA”)

SoftBank Group Corp. (“SoftBank”)

Each of SVF II Excel (DE) LLC and SVF II Investment Holdings (Subco) LLC is organized under the laws of the State of Delaware. SBGA is organized under the laws of England and Wales. SoftBank is organized under the laws of Japan.

The business address of each of SVF II Excel (DE) LLC and SVF II Investment Holdings (Subco) LLC is 251 Little Falls Drive, Wilmington, DE 19808. The business address of SBGA is 69 Grosvenor Street, Mayfair, London W1K 3JP, England, United Kingdom. The business address of SoftBank is 1-7-1, Kaigan, Minato-ku Tokyo 105-7537 Japan. Each of the Reporting Persons is principally engaged in the business of investments in securities.

The directors of SBGA and the directors and executive officers of SoftBank are set forth in Schedule A to this Schedule 13D (collectively, the “Related Persons”).

During the last five years, none of the Reporting Persons nor any Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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

Internal Restructuring

As a result of an internal restructuring on April 1, 2023, SoftBank may be deemed to share beneficial ownership of the securities reported herein.

Item 5 of the Schedule 13D is amended and restated in its entirety as follows:

(a) – (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number of Ordinary Shares and percentage of Ordinary Shares beneficially owned by each of the Reporting Persons, as well as the number of Ordinary Shares as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 122,963,545 Ordinary Shares outstanding as of December 31, 2022, as disclosed in the Issuer’s Annual Report on Form 20-F filed with the SEC on March 23, 2023:

SVF II Excel (DE) LLC is the record holder of 13,295,400 Ordinary Shares and 5,681,818 Ordinary Shares represented by 5,681,818 ADS.

SoftBank, which is a publicly traded company listed on the Tokyo Stock Exchange, is the sole shareholder of SBGA, which has been appointed as manager and is exclusively responsible for making all final decisions related to the acquisition, structuring, financing and disposal of SVF II Investment Holdings (Subco) LLC’s investments, including as held by SVF II Excel (DE) LLC. SVF II Investment Holdings (Subco) LLC is the sole member of SVF II Excel (DE) LLC. As a result of these relationships, each of the foregoing entities may be deemed to share beneficial ownership of the securities reported herein.

(c) During the past 60 days, none of the Reporting Persons or the Related Persons have effected any transactions in the Ordinary Shares.

(d) None.

Item 7 of the Schedule 13D is amended and supplemented as follows:

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: April 11, 2023

Schedule A

Set forth below is a list of each executive officer and director of SB Global Advisers Limited and SoftBank Group Corp., including the name, citizenship, business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each individual.

SB GLOBAL ADVISERS LIMITED

SOFTBANK GROUP CORP.