Temasek Holdings (Private) Ltd - Aug 19, 2022 Form 3 Insider Report for Akili, Inc. (AKLI)

Role: 10%+ Owner
Signature: TLS Beta Pte. Ltd., By: /s/ Zahedah Abdul Rashid, Director
Stock symbol: AKLI
Transactions as of: Aug 19, 2022
Transactions value $: $0
Form type: 3
Date filed: 8/26/2022, 08:33 AM
Previous filing: May 27, 2022
Next filing: May 22, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	AKLI	Common Stock						10.3M	Aug 19, 2022	See Footnote	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	AKLI	Earnout Shares							Aug 19, 2022	Common Stock	1.17M		See Footnote	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The securities reported herein are directly owned by TLS Beta Pte. Ltd. ("TLS Beta"), which is a direct wholly-owned subsidiary of Temasek Life Sciences Private Limited ("Temasek Life Sciences"). Temsaek Life Sciences is a direct wholly-owned subsidiary of Fullerton Management Pte Ltd ("FMPL"), which in turn is a direct wholly-owned subsidiary of Temasek Holdings (Private) Limited ("Temasek Holdings"). Temasek Life Sciences, FMPL and Temasek Holdings may therefore be deemed to have or share beneficial ownership of the securities directly owned by TLS Beta.
F2	Represents shares of the Issuer's common stock deposited into an escrow account for the benefit of TLS Beta (the "Earnout Shares") pursuant to the Agreement and Plan of Merger, dated as of January 26, 2022 (the "Merger Agreement"), by and among Social Capital Suvretta Holdings Corp. I, a Cayman Islands exempted company with limited liability ("SCS"), Karibu Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of SCS, and Akili Interactive Labs, Inc., a Delaware corporation. The Earnout Shares are subject to release from escrow to TLS Beta in three equal tranches upon the daily volume weighted average price of a share of the Issuer's common stock reaching $15.00/share, $20.00/share and $30.00/share, respectively, over any 20 trading days within any 30 consecutive trading day period following August 19, 2022 and prior to August 19, 2027, in each case, on the terms set forth in the Merger Agreement.
F3	(Continued from footnote 2) Before the Earnout Shares are released, such shares: (i) entitle TLS Beta to the rights of the holders of shares of the Issuer's common stock, including the right to vote or to receive dividends, distributions or other payment of any kind in respect of such Earnout Shares; (ii) will not bear interest; and (iii) are not assignable or transferable, except by operation of law, will or intestacy.