Temasek Holdings (Private) Ltd - Jul 2, 2024 Form 4 Insider Report for Akili, Inc. (AKLI)

Role: 10%+ Owner
Signature: TLS Beta Pte. Ltd., By: /s/ Yap Zhi Liang, Director
Stock symbol: AKLI
Transactions as of: Jul 2, 2024
Transactions value $: $0
Form type: 4
Date filed: 7/5/2024, 11:54 AM
Previous filing: Nov 20, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AKLI	Common Stock, par value $0.0001	Disposition pursuant to a tender of shares in a change of control transaction		-10.3M	-100%		0	Jul 2, 2024	See Footnote	F1, F2

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
transaction	AKLI	Earnout Shares	Disposition pursuant to a tender of shares in a change of control transaction		-1.17M	-100%		0	Jul 2, 2024	Common Stock	1.17M		See Footnote	F2, F3

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

Temasek Holdings (Private) Ltd is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Reflects disposition of shares of common stock (each, a "Share") of the Issuer at a price per Share of $0.4340 (the "Offer Price") pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 29, 2024, by and among the Issuer, Virtual Therapeutics Corporation, a Delaware corporation ("Parent") and Alpha Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Purchaser"), Purchaser completed a tender offer for shares of common stock of the Issuer and thereafter merged with and into the Issuer, effective as of July 2, 2024 (the "Effective Time"), with the Issuer surviving the merger. As of the Effective Time, each Share held by the Reporting Persons was converted into the Offer Price.
F2	The securities reported herein were 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"). Temasek 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 had or shared beneficial ownership of the securities directly owned by TLS Beta.
F3	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, by and among Social Capital Suvretta Holdings Corp. I, Karibu Merger Sub, Inc., and Akili Interactive Labs, Inc. The Earnout Shares were cancelled for no consideration pursuant to the terms of the Merger Agreement.