Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 16, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | SOCIAL CAPITAL SUVRETTA HOLDINGS CORP. I | |
Entity Central Index Key | 0001850266 | |
Entity File Number | 001-40558 | |
Entity Tax Identification Number | 98-1586159 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 2850 W. Horizon Ridge Parkway | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Henderson | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89052 | |
City Area Code | 650 | |
Local Phone Number | 521-9007 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Title of 12(b) Security | Class A ordinary shares, $0.0001 par value per share | |
Trading Symbol | DNAA | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 25,640,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,250,000 |
Condensed Balance Sheet
Condensed Balance Sheet - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 69,991 | $ 428,189 |
Prepaid expenses | 542,783 | 504,034 |
Total Current Assets | 612,774 | 932,223 |
Non-current prepaid insurance | 123,750 | 247,500 |
Marketable securities held in Trust Account | 250,033,500 | 250,008,324 |
TOTAL ASSETS | 250,770,024 | 251,188,047 |
Current liabilities | ||
Accounts payable | 53,147 | 5,000 |
Accrued expenses | 5,651,189 | 1,974,837 |
Due to related party | 43,686 | 10,000 |
Total current liabilities | 5,748,022 | 1,989,837 |
Deferred underwriting fee payable | 7,700,000 | 7,700,000 |
Total Liabilities | 13,448,022 | 9,689,837 |
Commitments and Contingencies (Note 6) | ||
Temporary Equity | ||
Class A ordinary shares subject to possible redemption, 25,000,000 shares at redemption value as of March 31, 2022 and December 31, 2021 | 250,000,000 | 250,008,324 |
Permanent Deficit | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding as of March 31, 2022 and December 31, 2021 | ||
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (12,678,687) | (8,510,803) |
Total Permanent Deficit | (12,677,998) | (8,510,114) |
TOTAL LIABILITIES, TEMPORARY EQUITY AND PERMANENT DEFICIT | 250,770,024 | 251,188,047 |
Common Class A [Member] | ||
Temporary Equity | ||
Class A ordinary shares subject to possible redemption, 25,000,000 shares at redemption value as of March 31, 2022 and December 31, 2021 | 250,000,000 | 250,008,324 |
Permanent Deficit | ||
Common stock value | 64 | 64 |
Common Class B [Member] | ||
Permanent Deficit | ||
Common stock value | $ 625 | $ 625 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares outstanding | 43,686 | 10,000 |
Common Class A [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 640,000 | 640,000 |
Common stock, shares outstanding | 640,000 | 640,000 |
Temporary equity shares outstanding | 25,000,000 | 25,000,000 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 6,250,000 | 6,250,000 |
Common stock, shares outstanding | 6,250,000 | 6,250,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 1 Months Ended | 3 Months Ended |
Mar. 31, 2022 | Mar. 31, 2022 | |
Operating and formation costs | $ 5,182 | $ 4,201,384 |
Loss from operations | (5,182) | (4,201,384) |
Interest earned on marketable securities held in Trust Account | 0 | 25,176 |
Net loss | $ (5,182) | (4,176,208) |
Common Class A [Member] | ||
Net loss | $ (3,357,729) | |
Basic and diluted weighted average shares outstanding | 0 | 25,640,000 |
Basic and diluted net loss per share | $ 0 | $ (0.13) |
Common Class B [Member] | ||
Net loss | $ (818,479) | |
Basic and diluted weighted average shares outstanding | 5,500,000 | 6,250,000 |
Basic and diluted net loss per share | $ 0 | $ (0.13) |
Condensed Statements of Changes
Condensed Statements of Changes in Temporary Equity and Permanent Equity (Deficit) - USD ($) | Total | Temporary Equity [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Common Class A [Member] | Common Class A [Member]Ordinary Shares [Member] | Common Class B [Member] | Common Class B [Member]Ordinary Shares [Member] |
Beginning balance at Feb. 24, 2021 | $ 0 | |||||||
Beginning balance (in shares) at Feb. 24, 2021 | 0 | |||||||
Beginning Balance at Feb. 24, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Beginning Balance (in shares) at Feb. 24, 2021 | 0 | 0 | ||||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | 24,367 | $ 633 | |||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 6,325,000 | |||||||
Net loss | (5,182) | (5,182) | $ 0 | $ (5,182) | ||||
Ending Balance at Mar. 31, 2021 | 19,818 | 24,367 | (5,182) | $ 0 | $ 633 | |||
Ending Balance (in shares) at Mar. 31, 2021 | 0 | 6,325,000 | ||||||
Ending balance at Mar. 31, 2021 | $ 0 | |||||||
Ending balance (in shares) at Mar. 31, 2021 | 0 | |||||||
Beginning balance at Dec. 31, 2021 | 250,008,324 | $ 250,008,324 | $ 250,008,324 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 25,000,000 | 25,000,000 | ||||||
Beginning Balance at Dec. 31, 2021 | (8,510,114) | 0 | (8,510,803) | $ 64 | $ 625 | |||
Beginning Balance (in shares) at Dec. 31, 2021 | 640,000 | 6,250,000 | ||||||
Remeasurement of Class A ordinary shares to redemption value | 8,324 | $ (8,324) | 8,324 | |||||
Net loss | (4,176,208) | (4,176,208) | $ (3,357,729) | $ (818,479) | ||||
Ending Balance at Mar. 31, 2022 | (12,677,998) | $ 0 | $ (12,678,687) | $ 64 | $ 625 | |||
Ending Balance (in shares) at Mar. 31, 2022 | 640,000 | 6,250,000 | ||||||
Ending balance at Mar. 31, 2022 | $ 250,000,000 | $ 250,000,000 | $ 250,000,000 | |||||
Ending balance (in shares) at Mar. 31, 2022 | 25,000,000 | 25,000,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | 1 Months Ended | 3 Months Ended |
Mar. 31, 2021 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (5,182) | $ (4,176,208) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Formation costs paid by Sponsor in exchange for issuance of Founder Shares | 5,000 | 0 |
Interest earned on marketable securities held in Trust Account | 0 | (25,176) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 0 | (38,749) |
Non-current prepaid insurance | 0 | 123,750 |
Accounts payable and accrued expenses | 44 | 3,724,499 |
Advance from related party | 0 | 33,686 |
Net cash used in operating activities | (138) | (358,198) |
Cash Flows from Financing Activities | ||
Proceeds from promissory note – related party | 255 | 0 |
Payment of offering costs | (117) | 0 |
Net cash provided by financing activities | 138 | 0 |
Net Change in Cash | 0 | (358,198) |
Cash – Beginning of period | 0 | 428,189 |
Cash – End of period | 0 | 69,991 |
Non-Cash investing and financing activities: | ||
Offering costs paid by Sponsor in exchange for issuance of Founder Shares | 20,000 | 0 |
Offering costs included in accrued offering costs | $ 5,000 | $ 0 |
Description Of Organization, Bu
Description Of Organization, Business Operations And Going Concern | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description Of Organization, Business Operations And Going Concern | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Social Capital Suvretta Holdings Corp. I (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 25, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has one wholly-owned subsidiary, Karibu Merger Sub, Inc., which was incorporated in the State of Delaware on January 24, 2022. (“Merger Sub”). As of March 31, 2022, the Company had not commenced any operations. All activity for the period from February 25, 2021 (inception) through March 31, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination and activities in connection with the proposed acquisition of Akili Interactive Labs, Inc. (see Note 6). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The registration statements for the Company’s Initial Public Offering became effective on June 29, 2021 and June 30, 2021. On July 2, 2021, the Company consummated the Initial Public Offering of 25,000,000 Class A ordinary shares (the “Public Shares”), which includes the partial exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Public Shares, at $10.00 per Public Share, generating gross proceeds of $250,000,000, which is described in Note 3. The fair value attributable to the unexercised portion of the over-allotment option was deemed to be immaterial to the condensed consolidated financial statements. Substantially concurrently with the closing of the Initial Public Offering, the Company consummated the sale of 640,000 Class A ordinary shares (the “Private Placement Shares”) at a price of $10.00 per Private Placement Share in a private placement to SCS Sponsor I LLC, a Cayman Islands limited liability company (the “Sponsor”), generating gross proceeds of $6,400,000, which is described in Note 4. Transaction costs amounted to $12,488,190, consisting of $4,400,000 of underwriting fees, $7,700,000 of deferred underwriting fees and $388,190 of other offering costs. In connection with the closing of the Initial Public Offering on July 2, 2021, an amount of $250,000,000 ($10.00 per Public Share) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the “Trust Account”), and invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions of Rule 2a-7 pre-Business The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the Company signing a definitive agreement in connection with the Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide the Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination, either (a) in connection with a general meeting called to approve the Business Combination or (b) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem all or a portion of their Public Shares at a per-share In accordance with the Company’s Amended and Restated Memorandum and Articles of Association, in no event will the Company redeem the Public Shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. Redemptions of the Public Shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to the Business Combination. If a shareholder vote is not required in connection with a Business Combination and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirement, or the Company decides to obtain shareholder approval for business or other reasons, the Company will conduct the redemptions in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules and will file proxy materials with the SEC. If the Company seeks shareholder approval in connection with a Business Combination, the Company will complete such Business Combination only if the Company receives an ordinary resolution under Cayman Islands law, which requires the affirmative vote of holders of a majority of ordinary shares who attend and vote at a general meeting of the Company. The Public Shareholders may elect to redeem their Public Shares without voting and, if they do vote, irrespective of whether they vote for or against a Business Combination. Notwithstanding the foregoing redemption rights, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor and the Company’s directors and officers have agreed to waive: (a) their redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by them, as applicable, in connection with the completion of a Business Combination; (b) their redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by them in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period, or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-Business The Company will have until July 2, 2023 to complete a Business Combination (the “Combination Period”), or such longer period as a result of a shareholder vote to amend such time period pursuant to the Company’s Amended and Restated Memorandum and Articles of Association. However, if the Company has not completed a Business Combination within such Combination Period or during any applicable extension period, the Company will: (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party that executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations. None of the Company’s directors or officers will indemnify the Company for claims by third parties, including, without limitation, claims by vendors and prospective target businesses. Proposed Akili Business Combination On January 26, 2022, the Company entered into an Agreement and Plan of Merger (the “Akili Merger Agreement”) by and among the Company, Karibu Merger Sub, Inc., a Delaware corporation and its direct wholly owned subsidiary (“Merger Sub”), and Akili Interactive Labs, Inc., a Delaware corporation (“Akili”). The Akili Merger Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Akili Merger Agreement, the “Akili Business Combination”): (1) at the closing of the transactions contemplated by the Akili Merger Agreement (the “Closing”), upon the terms and subject to the conditions thereof, and in accordance with the Delaware General Corporation Law, as amended (the “DGCL”), Merger Sub will merge with and into Akili, with Akili continuing as the surviving corporation and the Company’s wholly owned subsidiary (the “Merger”); (2) at the Closing, all of the outstanding capital stock of Akili and all options and warrants to acquire capital stock of Akili will be converted into the right to receive shares of common stock, par value $0.0001 per share, of the Company (after the Domestication (as defined below)) (“SCS Common Stock”) or comparable equity awards or warrants that are settled or are exercisable for shares of SCS Common Stock, representing an aggregate of 60 million shares of SCS Common Stock; (3) at the Closing, the Company will deposit into an escrow account for the benefit of the pre-Closing pre-Closing per share, per share and per share, respectively, over any Prior to the Closing, subject to the approval of the Company’s shareholders, and in accordance with the DGCL, the Cayman Islands Companies Act (As Revised) (the “CICA”) and the Company’s Amended and Restated Memorandum and Articles of Association, the Company will effect a deregistration under the CICA and a domestication under Section 388 of the DGCL, pursuant to which the Company’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). In connection with the Domestication, (i) each of the Company’s then issued and outstanding Class A ordinary shares will convert automatically, on a one-for-one one-for-one On January 26, 2022, concurrently with the execution of the Akili Merger Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”), pursuant to which the PIPE Investors have subscribed for an aggregate of 16,200,000 shares of SCS Common Stock for an aggregate purchase price of $162,000,000 (the “PIPE Investment”), of which approximately $135,400,000 is committed by certain existing directors, officers and equity holders of, or investment funds managed by, the Company, the Sponsor, Suvretta and/or their respective affiliates (the “Sponsor Related PIPE Investors”). The PIPE Investment will be consummated substantially concurrently with the Closing. The consummation of the proposed Akili Business Combination is subject to certain conditions as further described in the Akili Merger Agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Liquidity and Going Concern As of March 31, 2022, the Company had $69,991 in its operating bank account and working capital deficit of $5,135,248. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to (other than pursuant to the Promissory Note (as defined in Note 9), loan the Company additional funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain such additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the condensed consolidated financial statements. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. We performed an assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements contained in the Company’s Annual Report on Form 10-K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary where the Company has the ability to exercise control. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Significant accounting estimates include the determination of the fair value of Class A ordinary shares subject to possible redemption and the fair value of Founder Shares transferred to directors. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in a money market fund which is invested primarily in U.S. Treasury securities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at redemption value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as permanent deficit. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the permanent deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in At March 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed consolidated balance sheets are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Class A ordinary shares issuance costs (12,488,190 ) Plus: Remeasurement of carrying value to redemption value 12,496,514 Class A ordinary shares subject to possible redemption, December 31, 2021 $ 250,008,324 Plus: Remeasurement of carrying value to redemption value (8,324 ) Class A ordinary shares subject to possible redemption, March 31, 2022 $ 250,000,000 Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1. paid-in Share-Based Payment Arrangements The Company accounts for stock awards in accordance with ASC 718, “Compensation—Stock Compensation,” which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the grant date and is equal to the underlying value of the stock. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, in the period of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting a performance condition becomes probable (i.e., the occurrence of a Business Combination). For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the condensed consolidated financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed consolidated financial statements and prescribes a recognition threshold and measurement process for condensed consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not examination by taxing authorities. The Company’s management has determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. The Company is considered to be an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Net Loss per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Losses are shared pro rata between the two classes of shares. Charges associated with the redeemable Class A ordinary shares are excluded from net loss per ordinary share as the redemption value approximates fair value. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the For the Period from Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (3,357,729 ) $ (818,479 ) $ — $ (5,182 ) Denominator: Basic and diluted weighted average shares outstanding 25,640,000 6,250,000 — 5,500,000 Basic and diluted net loss per ordinary share $ (0.13 ) $ (0.13 ) $ — $ (0.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s condensed consolidated financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. Accrued Expenses At March 31, 2022, accrued expenses included , of professional fee At December 31, 2021, accrued expenses includes $1,514,044 of legal expenses, $5,000 of printer expense, $385,000 of due diligence expense, $70,000 of |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,000,000 Public Shares, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Public Shares, at a price of $10.00 per Public Share. Unlike some other initial public offerings of special purpose acquisition companies, investors in the Initial Public Offering did not receive any warrants (which would typically become exercisable following completion of the Business Combination). The fair value attributable to the unexercised portion of the over-allotment option was deemed to be immaterial to the condensed consolidated financial statements. |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2022 | |
Private Placement [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Substantially concurrently with the closing of the Initial Public Offering, the Sponsor purchased 640,000 Private Placement Shares at a price of $10.00 per Private Placement Share, for an aggregate purchase price of $6,400,000. Each Private Placement Share is identical to the Class A ordinary shares sold in the Initial Public Offering, subject to certain limited exceptions as described in Note 7. A portion of the proceeds from the sale of the Private Placement Shares was added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period or during any applicable extension period, the proceeds from the sale of the Private Placement Shares held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Shares will be worthless. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On March 2, 2021, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for which the Sponsor received 5,750,000 Class B ordinary shares (the “Founder Shares”). On June 29, 2021, the Company effected a share capitalization with respect to its Class B ordinary shares of 575,000 shares thereof, resulting in the Company’s initial shareholders holding an aggregate of 6,325,000 Founder Shares. All share and per-share In June 2021, the Sponsor transferred 30,000 Founder Shares to Vladimir Coric, an independent director of the Company. The sale of the Founders Shares to the Company’s director is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 30,000 shares granted to the Company’s director was $214,160 or approximately $7.14 per share. The Founders Shares were effectively sold subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of March 31, 2022, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. The Sponsor and the Company’s directors and officers have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Administrative Services Agreement The Company entered into an agreement in which it will pay an affiliate of the Sponsor month, commencing on June 30, 2021, for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2022, the Company incurred $30,000 in fees for these services, of which such amount was accrued in due to related parties. At December 31, 2021, the Company incurred $60,000 in fees for these services, of which such amount was recognized in Operating and Formation Costs in the accompanying statement of operations. For the period from February 25, 2021 (inception) through March 31, 2021, the Company did not incur any fees for these services. Due to Related Party As of March 31, 2022, an affiliate of the Sponsor had advanced the Company $33,686 for working capital purposes, inclusive of the administrative services agreement noted above, of which $0 was repaid during the three months ended March 31, 2022. As of March 31, 2022 and December 31, 2021, the outstanding balance was $43,686 and $10,000, respectively. Promissory Note — Related Party On March 2, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Pre-IPO Pre-IPO non-interest Pre-IPO Pre-IPO Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to (other than pursuant to the Promissory Note (see Note 9)), loan the Company additional funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, it may repay such loaned amounts out of the proceeds of the Trust Account. In the event that the Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. As of March 31, 2022 and December 31, 2021, there were no outstanding amounts under the Working Capital Loans. Subscription Agreements Concurrently with the execution of the Akili Merger Agreement, the Company entered into Subscription Agreements with the Sponsor Related PIPE Investors, pursuant to which the Sponsor Related PIPE Investors have subscribed for shares of Akili, Inc. common stock in connection with the PIPE Investment. The Sponsor Related PIPE Investors are expected to fund $135,400,000 of the PIPE Investment, for which they will receive 13,540,000 shares of Akili, Inc. common stock. Specifically, (i) SC Master Holdings, LLC, an entity affiliated with Chamath Palihapitiya, subscribed for 10,000,000 shares of Akili, Inc. common stock, (ii) Averill Master Fund, Ltd., an entity affiliated with Kishen Mehta, subscribed for 3,540,000 shares of Akili, Inc. common stock. The PIPE Investment will be consummated substantially concurrently with the closing of the Akili Business Combination. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on June 29, 2021, the holders of the Founder Shares, Private Placement Shares and any Private Placement Shares that may be issued on conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In connection with the Akili Business Combination, the registration rights agreement will be amended and restated. Beginning on February 24, 2022, certain purported shareholders of the Company sent demand letters (the “Demands”) alleging deficiencies and/or omissions in the Registration Statement on Form S-4 filed by the Company with the SEC on February 14, 2022. The Demands seek additional disclosures to remedy these purported deficiencies. On March 11, 2022, a purported shareholder of the Company filed a complaint against the Company, the members of the Company’s board of directors, BofA Securities, Inc. and Morgan Stanley & Co. LLC in the Supreme Court of the State of New York for the County of New York. The complaint is captioned as Elstein v. Palihapitiya et al., Case No. 651138/2022 (N.Y. Sup. Ct. N.Y. Cty., Mar. 11, 2022) (the “Complaint” and, along with the Demands, the “Matters”). The Complaint asserts, among other things, claims for breach of fiduciary duty to disclose under Delaware law and Cayman Islands law. The Complaint alleges that the Company and its board of directors caused a materially misleading and incomplete proxy statement to be filed on February 14, 2022 with the SEC. Among other remedies, the plaintiff seeks to enjoin the Company’s shareholder meeting in connection with the Akili Business Combination and be awarded attorneys’ fees and costs. The Company believes that the allegations in the Matters are meritless. If any Matter is not resolved, the Matters could prevent or delay completion of the Akili Business Combination and result in costs to the Company and Akili. If plaintiffs are successful in obtaining an injunction prohibiting the completion of the Akili Business Combination on the agreed-upon terms, then such injunction may prevent the Akili Business Combination from being completed, or from being completed within the expected time frame. Other potential plaintiffs may file additional lawsuits or send additional demand letters in connection with the Akili Business Combination. Underwriting Agreement The underwriters are entitled to a deferred underwriting commission of $7,700,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Restricted Stock Unit Award In September 2021, pursuant to a Director Restricted Stock Unit Award Agreement, dated September 24, 2021, between the Company and Senthil Sundaram, the Company agreed to grant 30,000 restricted stock units (“RSUs”) to Mr. Sundaram, which grant is contingent on both the consummation of a Business Combination and a shareholder approved equity plan. The RSUs will vest upon the consummation of such Business Combination and represent 30,000 Class A ordinary shares of the Company that will settle on a date determined in the sole discretion of the Company that shall occur between the vesting date and March 15 of the year following the year in which vesting occurs. The RSUs granted by the Company are in the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The RSUs to be granted are subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the RSUs is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of March 31, 2022, the Company did not have a shareholder approved equity plan and also determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of RSUs times the grant date fair value per share (unless subsequently modified). |
Temporary Equity And Permanent
Temporary Equity And Permanent Deficit | 3 Months Ended |
Mar. 31, 2022 | |
Temporary Equity And Permanent Equity [Abstract] | |
Temporary Equity And Permanent Deficit | NOTE 7. TEMPORARY EQUITY AND PERMANENT DEFICIT Preference Shares Class A Ordinary Shares Class B Ordinary Shares Holders of record of Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law; provided that prior to a Business Combination, holders of Class B ordinary shares will have the right to appoint all of the Company’s directors and remove members of its board of directors for any reason, and holders of Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Business Combination, or earlier at the option of the holder, on a one-for-one sub-divisions, one-for-one-basis. Private Placement Shares |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 250,033,500 $ 250,008,324 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. On April 20, 2022, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor pursuant to which the Company may borrow up to an aggregate principal amount of $1,500,000. The Promissory Note is non-interest and the effective date of the Company’s Business Combination. The Promissory Note is subject to customary events of default which $ |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements contained in the Company’s Annual Report on Form 10-K |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary where the Company has the ability to exercise control. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Significant accounting estimates include the determination of the fair value of Class A ordinary shares subject to possible redemption and the fair value of Founder Shares transferred to directors. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. |
Class A Ordinary Share Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at redemption value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as permanent deficit. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the permanent deficit section of the Company’s condensed consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in At March 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed consolidated balance sheets are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Class A ordinary shares issuance costs (12,488,190 ) Plus: Remeasurement of carrying value to redemption value 12,496,514 Class A ordinary shares subject to possible redemption, December 31, 2021 $ 250,008,324 Plus: Remeasurement of carrying value to redemption value (8,324 ) Class A ordinary shares subject to possible redemption, March 31, 2022 $ 250,000,000 |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in a money market fund which is invested primarily in U.S. Treasury securities. |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1. paid-in |
Share-Based Payment Arrangements | Share-Based Payment Arrangements The Company accounts for stock awards in accordance with ASC 718, “Compensation—Stock Compensation,” which requires that all equity awards be accounted for at their “fair value.” Fair value is measured on the grant date and is equal to the underlying value of the stock. Costs equal to these fair values are recognized ratably over the requisite service period based on the number of awards that are expected to vest, in the period of grant for awards that vest immediately and have no future service condition, or in the period the awards vest immediately after meeting a performance condition becomes probable (i.e., the occurrence of a Business Combination). For awards that vest over time, cumulative adjustments in later periods are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost is reversed if the service or performance conditions are not satisfied and the award is forfeited. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the condensed consolidated financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed consolidated financial statements and prescribes a recognition threshold and measurement process for condensed consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not examination by taxing authorities. The Company’s management has determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. The Company is considered to be an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. |
Net Loss per Ordinary Share | Net Loss per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Losses are shared pro rata between the two classes of shares. Charges associated with the redeemable Class A ordinary shares are excluded from net loss per ordinary share as the redemption value approximates fair value. As of March 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the For the Period from Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (3,357,729 ) $ (818,479 ) $ — $ (5,182 ) Denominator: Basic and diluted weighted average shares outstanding 25,640,000 6,250,000 — 5,500,000 Basic and diluted net loss per ordinary share $ (0.13 ) $ (0.13 ) $ — $ (0.00 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2020-06 effective as of January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s condensed consolidated financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
Accrued Expenses | Accrued Expenses At March 31, 2022, accrued expenses included , of professional fee At December 31, 2021, accrued expenses includes $1,514,044 of legal expenses, $5,000 of printer expense, $385,000 of due diligence expense, $70,000 of |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Class A Ordinary Shares Subject to Possible Redemption | At March 31, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the condensed consolidated balance sheets are reconciled in the following table: Gross proceeds $ 250,000,000 Less: Class A ordinary shares issuance costs (12,488,190 ) Plus: Remeasurement of carrying value to redemption value 12,496,514 Class A ordinary shares subject to possible redemption, December 31, 2021 $ 250,008,324 Plus: Remeasurement of carrying value to redemption value (8,324 ) Class A ordinary shares subject to possible redemption, March 31, 2022 $ 250,000,000 |
Schedule of Earnings Per Share, Basic and Diluted | The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the For the Period from Class A Class B Class A Class B Basic and diluted net loss per ordinary share Numerator: Allocation of net loss $ (3,357,729 ) $ (818,479 ) $ — $ (5,182 ) Denominator: Basic and diluted weighted average shares outstanding 25,640,000 6,250,000 — 5,500,000 Basic and diluted net loss per ordinary share $ (0.13 ) $ (0.13 ) $ — $ (0.00 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurements, Recurring and Nonrecurring | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 250,033,500 $ 250,008,324 |
Description Of Organization, _2
Description Of Organization, Business Operations And Going Concern- Additional Information (Detail) - USD ($) | Jan. 26, 2022 | Jul. 02, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Description Of Organization And Business Operations [Line Items] | ||||
Incorporation date of entity | Feb. 25, 2021 | |||
Deferred underwriting fee | $ 7,700,000 | |||
Minimum net worth to consummate business combination | $ 5,000,001 | |||
Percentage of public shares that can be transferred without any restriction | 15.00% | |||
Percentage of public shares to be redeemed in case business combination is not consummated | 100.00% | |||
Interest to pay dissolution expenses | $ 100,000 | |||
Per share value of restricted assets | $ 10 | |||
Percentage of public shares redemption | 100.00% | |||
Cash | $ 69,991 | $ 428,189 | ||
Working Capital | $ 5,135,248 | |||
Pipe Investors [Member] | ||||
Description Of Organization And Business Operations [Line Items] | ||||
Sale of stock, number of shares issued in transaction | 16,200,000 | |||
Existing Directors Officers And Equityholders Of Or Investment Funds Managed By Suvretta Capital Management [Member] | ||||
Description Of Organization And Business Operations [Line Items] | ||||
Sale of stock, consideration received on transaction | $ 135,400,000 | |||
Akili Interactive Labs Inc [Member] | ||||
Description Of Organization And Business Operations [Line Items] | ||||
Percentage of fully diluted shares of common stock | 7.50% | |||
Akili Interactive Labs Inc [Member] | Share Price One [Member] | ||||
Description Of Organization And Business Operations [Line Items] | ||||
Business acquisition, share price | $ 15 | |||
Akili Interactive Labs Inc [Member] | Share Price Two [Member] | ||||
Description Of Organization And Business Operations [Line Items] | ||||
Business acquisition, share price | 20 | |||
Akili Interactive Labs Inc [Member] | Share Price Three [Member] | ||||
Description Of Organization And Business Operations [Line Items] | ||||
Business acquisition, share price | 30 | |||
Warrants To Purchase Scs Common Stock [Member] | ||||
Description Of Organization And Business Operations [Line Items] | ||||
Common stock, par value | $ 0.0001 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 60,000,000 | |||
Number Of Trading Days For Determining The Exercise Price Of Warrants | 20 days | |||
Number Of Consecutive Trading Days For Determining The Exercise Price Of Warrants | 30 days | |||
P I P E Investment [Member] | ||||
Description Of Organization And Business Operations [Line Items] | ||||
Common Stock, Shares Subscribed but Unissued | 162,000,000 | |||
Minimum [Member] | ||||
Description Of Organization And Business Operations [Line Items] | ||||
Prospective assets of acquire as a percentage of fair value of assets in the trust account | 80.00% | |||
Equity method investment ownership percentage | 50.00% | |||
Common Class A [Member] | ||||
Description Of Organization And Business Operations [Line Items] | ||||
Proceeds from initial public offering | $ 250,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common Class A [Member] | IPO [Member] | ||||
Description Of Organization And Business Operations [Line Items] | ||||
Stock issued during period new shares issued | 25,000,000 | |||
Sale of stock price per share | $ 10 | |||
Proceeds from initial public offering | $ 250,000,000 | |||
Transaction costs incurred in connection with initial public offering | $ 12,488,190 | |||
Underwriting fee | 4,400,000 | |||
Deferred underwriting fee | 7,700,000 | |||
Deferred offering costs | $ 388,190 | |||
Common stock held in trust account | $ 250,000,000 | |||
Common Class A [Member] | Over-Allotment Option [Member] | ||||
Description Of Organization And Business Operations [Line Items] | ||||
Stock issued during period new shares issued | 3,000,000 | |||
Common Class A [Member] | Private Placement [Member] | ||||
Description Of Organization And Business Operations [Line Items] | ||||
Stock issued during period new shares issued | 640,000 | |||
Sale of stock price per share | $ 10 | |||
Proceeds from private placement issue | $ 6,400,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Class A Ordinary Shares Subject to Possible Redemption (Detail) - USD ($) | 3 Months Ended | 10 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||
Class A ordinary shares subject to possible redemption | $ 250,000,000 | $ 250,008,324 |
Common Class A [Member] | ||
Temporary Equity [Line Items] | ||
Gross proceeds | 250,000,000 | |
Class A ordinary shares issuance costs | (12,488,190) | |
Class A ordinary shares subject to possible redemption | 250,000,000 | 250,008,324 |
Common Class A [Member] | Common Stock [Member] | ||
Temporary Equity [Line Items] | ||
Remeasurement of carrying value to redemption value | $ (8,324) | $ 12,496,514 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | |
Earnings Per Share Basic And Diluted [Line Items] | |||
Allocation of net loss | $ (5,182) | $ (5,182) | $ (4,176,208) |
Common Class A [Member] | |||
Earnings Per Share Basic And Diluted [Line Items] | |||
Allocation of net loss | $ 0 | $ (3,357,729) | |
Basic and diluted weighted average shares outstanding | 0 | 0 | 25,640,000 |
Basic and diluted net loss per ordinary share | $ 0 | $ 0 | $ (0.13) |
Common Class B [Member] | |||
Earnings Per Share Basic And Diluted [Line Items] | |||
Allocation of net loss | $ (5,182) | $ (818,479) | |
Basic and diluted weighted average shares outstanding | 5,500,000 | 5,500,000 | 6,250,000 |
Basic and diluted net loss per ordinary share | $ 0 | $ 0 | $ (0.13) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 10 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Line Items] | ||
Cash Equivalents, at Carrying Value | $ 0 | $ 0 |
Unrecognized tax benefits | 0 | 0 |
Unrecognized tax benefits, accrued interests and penalties | 0 | 0 |
Cash, FDIC Insured Amount | 250,000 | |
Deferred underwriting fee | 7,700,000 | |
Accrued legal expense | 4,057,943 | 1,514,044 |
Accrued Printing Expense | 586,083 | 5,000 |
Accrued due diligence expense | 754,802 | 385,000 |
Accrued regulatory filing fee | 70,000 | 70,000 |
Accrued accounting expense | 2,701 | $ 793 |
Accrued professional fee expense | 179,660 | |
Business combination, Accrued legal expenses | 2,500,000 | |
Business combination, Accrued consulting expense | 369,802 | |
Business combination, Accrued other transactional related expenses | 982,493 | |
Common Class A [Member] | IPO [Member] | ||
Accounting Policies [Line Items] | ||
Transaction costs incurred in connection with initial public offering | 12,488,190 | |
Deferred offering costs | 388,190 | |
Underwriting fee | 4,400,000 | |
Deferred underwriting fee | $ 7,700,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - Common Class A [Member] | Jul. 02, 2021$ / sharesshares |
IPO [Member] | |
Class of Stock [Line Items] | |
Stock issued during period new shares issued | 25,000,000 |
Sale of stock price per share | $ / shares | $ 10 |
Over-Allotment Option [Member] | |
Class of Stock [Line Items] | |
Stock issued during period new shares issued | 3,000,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - Common Class A [Member] - Private Placement [Member] | Jul. 02, 2021USD ($)$ / sharesshares |
Class of Stock [Line Items] | |
Stock issued during period new shares issued | shares | 640,000 |
Sale of stock price per share | $ / shares | $ 10 |
Proceeds from private placement issue | $ | $ 6,400,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jan. 26, 2022 | Jul. 02, 2021 | Jun. 29, 2021 | Mar. 02, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||||||||
Stock shares issued during the period for services value | $ 25,000 | |||||||
Common stock shares outstanding | 43,686 | 10,000 | ||||||
Repayment of advances from related party | $ 0 | |||||||
Stock based compensation expense | $ 0 | |||||||
Director [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Share price | $ 7.14 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 30,000 | |||||||
Share based Compensation Arrangement By Share based Payment Award Options Granted In Period Fair Value | $ 214,160 | |||||||
Founder [Member] | Independent directors [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 30,000 | |||||||
Pipe Investors [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of Stock, Number of Shares Issued in Transaction | 16,200,000 | |||||||
Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock shares outstanding | 6,250,000 | 6,250,000 | ||||||
Shares no longer subject to forfeiture | 750,000 | |||||||
Common Class B [Member] | Founder [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock shares issued during the period for services value | $ 25,000 | |||||||
Stock shares issued during the period for services shares | 5,750,000 | |||||||
Stock Issued During Period, Shares, New Issues | 575,000 | |||||||
Common stock shares outstanding | 6,325,000 | |||||||
Common Stock, Shares, Subject to Forfeiture | 825,000 | |||||||
Share based compensation shares forfeited during the period | 75,000 | |||||||
Common Class A [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock shares outstanding | 640,000 | 640,000 | ||||||
Common Class A [Member] | Pipe Investors [Member] | Subscription Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of Stock, Consideration Received on Transaction | $ 135,400,000 | |||||||
Sale of Stock, Number of Shares Issued in Transaction | 13,540,000 | |||||||
Common Class A [Member] | SC Master Holdings, LLC [Member] | Subscription Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of Stock, Number of Shares Issued in Transaction | 10,000,000 | |||||||
Common Class A [Member] | Averill Master Fund, Ltd [Member] | Subscription Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Sale of Stock, Number of Shares Issued in Transaction | 3,540,000 | |||||||
Administration And Support Services [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Selling general and administrative expenses from transactions with related party | $ 30,000 | |||||||
Administration And Support Services [Member] | Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction fees payable per month | 12 | $ 10,000 | ||||||
Selling general and administrative expenses from transactions with related party | $ 60,000 | |||||||
Advance From Related Party Loan [Member] | Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to Related Parties | $ 33,686 | |||||||
Promissory Note [Member] | Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Repayments of Related Party Debt | $ 300,000 | |||||||
Debt instrument face value | $ 300,000 | |||||||
Restriction On Transfer Of Sponsor Shares [Member] | Common Class B [Member] | Founder [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of trading days for determining the share price | 20 days | |||||||
Number of consecutive trading days for determining the share price | 30 days | |||||||
Waiting period after which the share trading days are considered | 150 days |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | 7 Months Ended |
Mar. 31, 2022 | Sep. 30, 2021 | |
Loss Contingencies [Line Items] | ||
Deferred underwriting fee | $ 7,700,000 | |
Common Class A [Member] | Director Restricted Stock Unit Award Agreement [Member] | ||
Loss Contingencies [Line Items] | ||
Number of shares of common stock committed to settle on a date following the year Business combination occurs | 30,000 | |
Restricted Stock Units (RSUs) [Member] | Director Restricted Stock Unit Award Agreement [Member] | ||
Loss Contingencies [Line Items] | ||
Number of stock units granted | 30,000 |
Temporary Equity And Permanen_2
Temporary Equity And Permanent Deficit - Additional Information (Detail) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding | 43,686 | 10,000 |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 640,000 | 640,000 |
Common stock, shares outstanding | 640,000 | 640,000 |
Temporary equity shares outstanding | 25,000,000 | 25,000,000 |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 6,250,000 | 6,250,000 |
Common stock, shares outstanding | 6,250,000 | 6,250,000 |
Percent of founders shares to Company's issued and outstanding ordinary shares | 20.00% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurements, Recurring and Nonrecurring (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Marketable Securities Held In Trust Account [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | $ 250,033,500 | $ 250,008,324 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Apr. 26, 2022 | Apr. 20, 2022 | Mar. 02, 2021 |
Promissory Note [Member] | Sponsor [Member] | |||
Subsequent Event [Line Items] | |||
Debt Instrument, Face Amount | $ 300,000 | ||
Subsequent Event [Member] | Promissory Note [Member] | |||
Subsequent Event [Line Items] | |||
Proceeds from Related Party Debt | $ 250,000 | ||
Subsequent Event [Member] | Usecured Promissory Note Maturing On July Second Two Thousand And Twenty Three [Member] | Sponsor [Member] | |||
Subsequent Event [Line Items] | |||
Debt Instrument, Face Amount | $ 1,500,000 | ||
Long-term Debt, Maturity Date | Jul. 2, 2023 |