SEC Form SC 13G filed by Social Capital Suvretta Holdings Corp. I
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. ___)*
Under the Securities Exchange Act of 1934
Under the Securities Exchange Act of 1934
Akili, Inc.
(Name of Issuer)
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Titles of Class of Securities)
(Titles of Class of Securities)
00974B107
(CUSIP Number)
(CUSIP Number)
August 19, 2022
(Date of Event Which Requires Filing of this Statement)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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The information required in 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).
| 1 |
NAME OF REPORTING PERSON
Aaron Cowen
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
6,627,000 (1)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
6,627,000 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,627,000 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.8% (2)
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12
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TYPE OF REPORTING PERSON
IN
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(1)
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Averill Master Fund, Ltd. is the record holder of 3,540,000 shares of Issuer Common Stock (as defined herein) reported herein. SVAV Sponsor I, LLC is the record holder of 3,087,000 shares of Issuer Common Stock reported herein. See
Item 2(a) herein.
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(2)
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Calculated based upon 85,395,207 shares of Issuer Common Stock reported to be outstanding as of August 19, 2022, as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 23, 2022.
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Explanatory Note:
This statement on Schedule 13G (“Schedule 13G”) is filed with respect to the Issuer Common Stock (as defined in Item 2(d) below) of the Issuer (as defined in Item 1(a) below).
On August 19, 2022, the SPAC (as defined in Item 1(a) below) consummated the business combination (the “Business Combination”) contemplated by that certain Agreement and Plan of Merger, dated as of January 26, 2022, by and among the SPAC, Karibu
Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the SPAC, and Akili Interactive Labs, Inc., a Delaware corporation. Concurrently with the consummation of the Business Combination, SCS Sponsor I LLC (“SCS Sponsor I”)
distributed for no consideration 6,860,000 shares of Issuer Common Stock to its two members, SVAV Sponsor I, LLC and SC SPAC Holdings LLC, pro rata in accordance with their respective interests (the “Distribution), such that following the
Distribution, SCS Sponsor I ceased to be the record holder of such shares. On August 26, 2022, SCS Sponsor I and the other reporting persons named therein filed Amendment No. 1 to Schedule 13G, amending the statement on Schedule 13G filed on
February 9, 2022 by SCS Sponsor I and the other reporting persons named therein to disclose that the reporting persons named therein have ceased to be the beneficial owner of more than five percent of any class of equity security (as defined in Rule
13d-1(i)) of the Issuer as a result of their direct or indirect interests in SCS Sponsor I. The Reporting Person is filing this statement on Schedule 13G to reflect the beneficial ownership of the shares of the Issuer following the Distribution,
together with the other shares of Issuer Common Stock that may be deemed to be beneficially owned by the Reporting Person as of the date of this filing.
| Item 1(a). |
Name of Issuer:
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Akili, Inc. (formerly known as Social Capital Suvretta Holdings Corp. I), a Delaware corporation (the “Issuer” and, prior to the consummation of the Business Combination, the “SPAC”).
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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125 Broad Street, Fifth Floor, Boston, Massachusetts 02110
| Item 2(a). |
Name of Person Filing:
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This Schedule 13G is filed by Aaron Cowen, an individual (“Mr. Cowen” or the “Reporting Person”). Averill Master Fund, Ltd., an exempted company incorporated and existing under the laws of the
Cayman Islands (the “Averill Fund”), is the record holder of 3,540,000 shares of Issuer Common Stock reported herein. SVAV Sponsor I, LLC, a Delaware limited liability company (“SVAV”), is the record holder of 3,087,000 shares of Issuer Common Stock
reported herein. Mr. Cowen may be deemed to control Suvretta Capital Management, LLC, the investment manager of the Averill Fund, and therefore may be deemed to beneficially own the shares of Issuer Common Stock held by the Averill Fund. Mr. Cowen
may be deemed to control SVAV and therefore may be deemed to beneficially own the shares of Issuer Common Stock held by SVAV.
| Item 2(b). |
Address of Principal Business Office or, if none, Residence:
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The principal business address of Mr. Cowen is as follows:
c/o Suvretta Capital Management, LLC
540 Madison Avenue, 7th Floor,
New York, New York 10022
540 Madison Avenue, 7th Floor,
New York, New York 10022
| Item 2(c). |
Citizenship:
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See response to Item 4 on cover page.
| Item 2(d). |
Titles of Classes of Securities:
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Common stock, par value $0.0001 per share (“Issuer Common Stock”).
| Item 2(e). |
CUSIP Number:
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The shares of Issuer Common Stock CUSIP Number is 00974B107.
| Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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| (a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o). |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | ☐ | Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
| (f) | ☐ | Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| (g) | ☐ | Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| (h) | ☐ | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| (i) | ☐ | Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
| (j) | ☐ | Non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
| (k) | ☐ | Group in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ______________ .
| Item 4. |
Ownership
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(a) Amount beneficially owned:
See response to Item 9 on cover page.
(b) Percent of class:
See responses to Item 11 on cover page.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
See response to Item 5 on cover page.
(ii) Shared power to vote or to direct the vote:
See response to Item 6 on cover page.
(iii) Sole power to dispose or to direct the disposition of:
See response to Item 7 on cover page.
(iv) Shared power to dispose or to direct the disposition of:
See response to Item 8 on cover page.
| Item 5. |
Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
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None.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Not Applicable.
| Item 8. |
Identification and Classification of Members of the Group.
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Not Applicable.
| Item 9. |
Notice of Dissolution of Group.
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Not Applicable.
| Item 10. |
Certification.
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The Reporting Person hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
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: August 29, 2022
/s/ Aaron Cowen
Aaron Cowen
Aaron Cowen