United States securities and exchange commission logo
September 6, 2022
Edward Martucci, Ph.D.
Chief Executive Officer
Akili, Inc.
125 Broad Street, Fifth Floor
Boston, MA 02110
Re: Akili, Inc.
Registration
Statement on Form S-1
Filed August 24,
2022
File No. 333-267031
Dear Dr. Martucci:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Registration Statement on Form S-1 filed August 24, 2022
Cover Page
1. For each of the shares
being registered for resale, disclose the price the selling
securityholders paid
for such shares.
2. We note the fourth
paragraph on the cover page regarding potential proceeds that may be
received from
outstanding stock options. Please revise this disclosure to include the
exercise price of the
options compared to the market price of the underlying shares. Please
also provide disclosure
in the risk factors and MD&A sections that holders of these
options are unlikely to
exercise the options to the extent the market price of your common
stock is less than the
exercise price, and disclose that cash proceeds associated with the
exercises of the
options is dependent on the stock price. As applicable, describe the impact
Edward Martucci, Ph.D.
FirstName
Akili, Inc. LastNameEdward Martucci, Ph.D.
Comapany 6,
September NameAkili,
2022 Inc.
September
Page 2 6, 2022 Page 2
FirstName LastName
on your liquidity and update the discussion on the ability of your
company to fund your
operations on a prospective basis with your current cash on hand.
3. We note your disclosure on the cover page that the holders of
24,772,478 SCS class A
ordinary shares exercised their right to redeem those shares for an
aggregate redemption
amount of approximately $248.5 million. Please also include the number
of shares
redeemed expressed as a percentage.
Risk Relating to our Common Stock, page 62
4. We note your statement on page 62 that the selling securityholders may
experience a
positive rate of return due to the original acquisition price of
shares compared to the
current trading price. Please revise your disclosure to include the
original purchase price
of the securities being registered for resale. Please also clearly
state that the selling
securityholders have an incentive to sell because they will still
profit on sales due to the
price disparity.
Liquidity and Capital Resources, page 147
5. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercise of the options because
of the disparity
between the exercise price of the options and the current trading
price of the common
stock, expand your discussion of capital resources to address any
changes in the
company's liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company's ability
to raise additional capital.
General
6. Revise your prospectus to disclose the price that each selling
securityholder paid for the
shares being registered for resale. Highlight any differences in the
current trading price,
the prices that the Sponsor, PIPE investors, and other selling
securityholders acquired
their shares, and the price that the public securityholders acquired
their shares. Disclose
that while the selling securityholders may experience a positive rate
of return based on the
current trading price, the public securityholders may not experience a
similar rate of return
on the securities they purchased due to differences in the purchase
prices and the current
trading prices. Please also disclose the potential profit the selling
securityholders will earn
based on the current trading price. Lastly, please ensure appropriate
risk factor disclosure
reflecting this information is included.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Edward Martucci, Ph.D.
Akili, Inc.
September 6, 2022
Page 3
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Doris Stacey Gama at 202-551-3188 or Laura Crotty at
202-551-7614 with
any questions.
Sincerely,
FirstName LastNameEdward Martucci, Ph.D.
Division of
Corporation Finance
Comapany NameAkili, Inc.
Office of Life
Sciences
September 6, 2022 Page 3
cc: Dan Espinoza, Esq.
FirstName LastName