Key facts
- This page summarizes Temasek Holdings (Private) Ltd's Form 4 filing for Akili, Inc..
- 2 reported transactions and 1 derivative row are listed below.
- Accepted by SEC: 05 Jul 2024, 11:54.
Temasek Holdings (Private) Ltd - 02 Jul 2024 Form 4 Insider Report for Akili, Inc.
- Reporting relationship
- 10%+ Owner
- Issuer ticker
- N/A
- Reported as of
- 02 Jul 2024
- Net transaction value
- $0
- SEC form
- 4
- Accepted by SEC
- 05 Jul 2024, 11:54:03 UTC
- Prior SEC filing
- 20 Nov 2023
- Next SEC filing
- 17 Sep 2024
- Source filing
- View source filing
- Reporting owner signature
- TLS Beta Pte. Ltd., By: /s/ Yap Zhi Liang, Director
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
Temasek Holdings (Private) Ltd filed Form 4 for Akili, Inc. on 05 Jul 2024.
Change
- Previous filing in this sequence was filed on 20 Nov 2023.
- Current net transaction value: $0.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
AKLI
transaction
Common Stock, par value $0.0001
Disposition pursuant to a tender of shares in a change of control transaction
- Transaction value
- Shares
- -10,336,425
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 02 Jul 2024
- Ownership
- See Footnote
- Footnotes
- F1, F2
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
AKLI
transaction
Derivative
Earnout Shares
Disposition pursuant to a tender of shares in a change of control transaction
- Transaction value
- Shares
- -1,172,697
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 02 Jul 2024
- Ownership
- See Footnote
- Underlying class
- Common Stock
- Underlying amount
- 1,172,697
- Exercise price
- Footnotes
- F2, F3
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
Temasek Holdings (Private) Ltd is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 3 footnotes
Footnote 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.
Footnote 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.
Footnote 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.