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
Next filing
Sep 17, 2024

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.