United States securities and exchange commission logo
April 21, 2022
Chamath Palihapitiya
Chief Executive Officer
Social Capital Suvretta Holdings Corp. I
2850 W. Horizon Ridge Parkway, Suite 200
Henderson, NV 89052
Re: Social Capital
Suvretta Holdings Corp. I
Amendment No. 1 to
Registration Statement on Form S-4
Filed April 4, 2022
File No. 333-262706
Dear Mr. Palihapitiya:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Chamath Palihapitiya
FirstName LastNameChamath Palihapitiya
Social Capital Suvretta Holdings Corp. I
Comapany
April NameSocial Capital Suvretta Holdings Corp. I
21, 2022
April 221, 2022 Page 2
Page
FirstName LastName
Amendment No. 1 to Form S-4
Our Development Pipeline, page 3
1. We note your response to our prior comment 8. You clarify in your
response that,
"references to AKL-T02, AKL-T03 and AKL-T09 refer to variants of Akili
s SSME
therapeutic engine rather than specific programs that would warrant
inclusion in the
pipeline table." Accordingly, please revise your presentation to make
clear that you are
studying EndeavorRX for the treatment of ADHD in expanded patient
populations and
variants of the same technology that underlies EndeavorRX for
indications other than
ADHD, as discussed beginning on page 238. In this regard, we note your
disclosure on
page 228 that "[you have] development capabilities that allow [you] to
build unique video
game interfaces tailored for each target audience." Please also
clarify your disclosure
throughout the registration statement that describes your pipeline as
comprised of
individual development programs. As an example, we note your
disclosure on page (xiii)
that, In addition to EndeavorRx, Akili [has] a robust pipeline of
development programs,
including twelve that are being evaluated, either by Akili or its
partners, in clinical
studies. You also state on page 231 that you "have a product
candidate poised for pivotal
study in children with ADHD in Japan. On page 239 you describe
SDT-001 as the
Japanese version of EndeavorRx. We note also your reference to SSME
as your most
advanced therapeutic engine. At first use, please explain the
meaning of this term and
how it differs from digital therapeutic software, as referenced
on page 2.
Additionally, please tell us why you believe the technology
in-licensed from TaLi
represents a material development program. Please also clarify on page
238 whether the
technology available for use in Australia, India, Singapore and Hong
King requires a
prescription.
Please also enlarge the text in your pipeline table on pages 4 and
231, particularly the
footnotes, to ensure all text is legible. Please make similar
revisions to the graphic on page
250.
Background to the Business Combination, page 124
2. We acknowledge your response to prior comment 19, which we reissue in
part. We note
your disclosure on page 127 that the SCS management's $850 million
valuation in the
initial draft letter of intent was informed by an analysis of other
companies in the
therapeutics and digital therapeutics market. Please expand your
disclosure of such
comparative companies analysis, including the selection criteria, and
describe how such
analysis factored into SCS management's valuation.
Chamath Palihapitiya
FirstName LastNameChamath Palihapitiya
Social Capital Suvretta Holdings Corp. I
Comapany
April NameSocial Capital Suvretta Holdings Corp. I
21, 2022
April 321, 2022 Page 3
Page
FirstName LastName
U.S. Federal Income Tax Considerations, page 179
3. We acknowledge your revised disclosures in response to prior comment
22 that the
Domestication should qualify as an F Reorganization within the
meaning of Section 368
of the Code. Please revise the disclosure to make clear as an opinion
of named counsel
the consequences of the Domestication so qualifying. In this regard,
we note your
disclosure in the risk factor on page 88.
Unaudited Pro Forma Condensed Combined Financial Information
Description of the Transactions
Earnout Shares, page 191
4. Please clarify why you believe the Earnout Shares for employees are
within the scope of
ASC 718. Clarify if goods or services are required to be provided. In
this regard, please
address your statement in adjustment 4c on page 199 that for the
employee earnout shares
there is no future service condition.
4. Adjustments to Unaudited Pro Forma Condensed Combined Statements of
Operations for the
Year Ended December 31, 2021, page 199
5. We note your disclosure on page 20 that you intend to grant awards to
certain executive
officers representing 6% of your outstanding capital stock immediately
following the
Business Combination on an as converted basis. Please tell us your
consideration for
including an adjustment for the corresponding compensation expense and
related
disclosures.
6. As previously requested in prior comment 29, tell us if the grants of
the Earnout Shares
awards to the Earnout Service Providers represent a modification to
the existing options or
a cancelation of the existing options and grant of new awards. As part
of your response,
provide us with the facts and circumstances along with specific
references to the
accounting literature that supports your intended accounting.
7. Please expand footnote c to disclose the accounting implications of
the provision in which
forfeited shares are reallocated to the Earnout Service Providers and
employee common
stockholders.
Chamath Palihapitiya
FirstName LastNameChamath Palihapitiya
Social Capital Suvretta Holdings Corp. I
Comapany
April NameSocial Capital Suvretta Holdings Corp. I
21, 2022
April 421, 2022 Page 4
Page
FirstName LastName
5. Earnout Shares, page 200
8. We note your reference in this footnote to a provision in which
forfeited shares from
Earnout Service Providers can be reallocated to the remaining holders
of Earnout
Shares . Whereas, your disclosures on page 192 indicate that
forfeited shares from all,
not just Earnout Servicer Providers, are reallocated to the remaining
eligible holders of
Earnout Shares. Please revise and/or expand your disclosures to
address this potential
inconsistency regarding forfeitable Earnout Shares and the
reallocation of these shares.
Clinical evidence supporting EndeavorRx, page 233
9. We note your response to our prior comment 35, which we reissue in
part. Please revise
to clarify when the STARS-ADHD pivotal and adjunctive clinical studies
and proof of
concept study in pediatric ADHD were each conducted.
Consistent and Clinically Meaningful Improvements in Objective Attention across
Studies in
ADHD, page 237
10. Please revise to remove your comparison of AKL-T01 to an acute dose of
Ritalin as it is
inappropriate to present a comparison that is not based on a
head-to-head study.
Potential Revenue Opportunity in ADHD, page 249
11. We note your response to comment 21 and revised disclosure on page 139
describing
assumptions underlying Akili's forecasted revenue potential in the
United States for the
ADHD market of at least $500 million per year assuming clinical and
regulatory success
of Akili's ADHD label expansion trials. Please also add a description
of such assumptions
in this section.
TALi Agreement, page 255
12. We note your response to our prior comment 41. Please disclose when
the last-to-expire
patent licensed under the TALi Agreement is scheduled to expire.
Akili's Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Results of Operations, page 271
13. As previously requested in prior comment 42, please expand your
analysis of research and
development expenses to quantify the components of this expense by
their nature for each
period presented.
Chamath Palihapitiya
FirstName LastNameChamath Palihapitiya
Social Capital Suvretta Holdings Corp. I
Comapany
April NameSocial Capital Suvretta Holdings Corp. I
21, 2022
April 521, 2022 Page 5
Page
FirstName LastName
Social Capital Suvretta Holdings Corp. I
Index to Financial Statements, page F-1
14. As previously request in prior comment 45, please include your
restated audited balance
sheet as of July 2, 2021 for the error corrections identified in your
Form 8-K filed
November 16, 2021, along with an updated opinion from your auditor in
your Form S-4,
or amend your Form 8-K filed July 9, 2021 to provide the restated
balance sheet with the
updated opinion from your auditor.
Akili Interactive Labs, Inc.
2. Summary of Significant Accounting Policies
Revenue from Contracts with Customers, page F-29
15. We note the expanded accounting policy disclosures you provided in
response to prior
comment 47. Please further expand your disclosures here or within Note
3 to address
your assessment as to whether the license is distinct from the other
performance
obligations. Address whether the other promises are specialized/novel
or are generic in
nature and how this assessment impacts your conclusion to combine the
other promises
with the promise to provide the license in identifying the performance
obligations. Refer
to ASC 606-10-55-54 through 55-64A for guidance. Finally, include your
accounting
policy for recognizing the sales-based royalty revenue. Refer to ASC
606-10-32-13 and
ASC 606-10-55-65 through 55-65B for guidance.
Exhibits
16. We note that certain information appears to be redacted in Exhibits
10.14, 10.17 and
10.24. Please revise to mark the exhibit index to indicate that
portions of the exhibits
have been omitted and include a prominent statement on the first page
of
the redacted exhibit that certain identified information has been
excluded from the exhibit
because it is both not material and is the type that the registrant
treats as private or
confidential as required by Item 601(b)(10)(iv) of Regulation S-K.
17. We note that page D-1 of the subscription agreement included as Annex
D references
separate subscription agreements with the Insider PIPE Investors and
with certain other
investors other than the Insider PIPE Investors. Please file the
agreement with the Insider
PIPE Investors as an exhibit to your registration statement.
Chamath Palihapitiya
FirstName LastNameChamath Palihapitiya
Social Capital Suvretta Holdings Corp. I
Comapany
April NameSocial Capital Suvretta Holdings Corp. I
21, 2022
April 621, 2022 Page 6
Page
FirstName LastName
You may contact Tracey Houser at 202-551-3736 or Mary Mast at
202-551-3613 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jane Park at 202-551-7439 or Christine Westbrook at 202-551-5019 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Raaj Narayan, Esq.