Akili (AKLI) S-4/ARegistration of securities issued in business combination transactions (amended)

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—to authorize the change in the authorized capital stock of SCS from 500,000,000 Class A ordinary shares, par value $0.0001 per share (the “SCS Class A ordinary shares”), 50,000,000 Class B ordinary shares, par value $0.0001 per share (the “SCS Class B ordinary shares” and, together with the SCS Class A ordinary shares, the “ordinary shares”), and 5,000,000 preference shares, par value $0.0001 per share (the “SCS preference shares”), to                 shares of common stock, par value $0.0001 per share, of Akili, Inc. (the “Akili, Inc. common stock”) and                shares of preferred stock, par value $0.0001 per share, of Akili, Inc. (the “Akili, Inc. preferred stock”);

—to authorize the board of directors of Akili, Inc. to issue any or all shares of Akili, Inc. preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by Akili, Inc.’s board of directors and as may be permitted by the DGCL; and

—to authorize all other changes in connection with the replacement of Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which are attached to this proxy statement/prospectus as Annex J and Annex K, respectively), including (i) changing the corporate name from “Social Capital Suvretta Holdings Corp. I” to “Akili, Inc.,” (ii) making Akili, Inc.’s corporate existence perpetual, (iii) adopting Delaware as the exclusive forum for certain stockholder litigation and the United States Federal District Courts as the exclusive forum for litigation arising out of the Securities Act, (iv) being subject to the provisions of Section 203 of DGCL and (v) removing certain provisions related to SCS’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which SCS’s board of directors believes is necessary to adequately address the needs of Akili, Inc. after the Business Combination.

 The SCS board of directors believes that the market for treatments of cognitive impairments is ripe for disruption due to a number of factors. Impairments in cognition are associated with many different chronic diseases and acute illnesses, impacting approximately 85 million people in the United States. The U.S. ADHD market alone is approximately $10 billion annually. Recognition of cognitive issues across ailments is at an all-time high, and the SCS board believes that digital therapeutic solutions are beginning to disrupt more traditional pharmaceutical treatments in this large and growing patient population. The SCS board of directors believes that Akili, with EndeavorRX, its first-of-its-kind, FDA-cleared and CE-marked prescription digital therapeutic for pediatric ADHD, is uniquely positioned to be a leading digital therapeutic platform that combines science and technology to address cognitive impairments in patients across various indications through a scalable, consumer-driven model.

 Akili has conducted 20 clinical studies across nine disease populations and including over 2,600 patients to validate the efficacy and safety of its digital therapeutic solution for the treatment of cognitive impairments. EndeavorRX alone was involved in five clinical trials including over 600 children with ADHD, which collectively demonstrated the technology’s ability to improve objective measures and caregiver observations of attention function. Results of Akili’s clinical studies have been published in 16 leading peer-reviewed scientific journals, including,and. The SCS board of directors believes that the strong scientific support underpinning Akili’s core platform further supports Akili’s ability to treat the growing and largely unmet medical need of cognitive impairments with its digital therapeutic solutions.

. The unique nature of Akili’s digital therapeutic treatment for cognitive impairments also presents a highly attractive business model. Because Akili’s solution enjoys legal protection available to both medicine and technology, the SCS board of directors believes that Akili will be able to optimize its platform without a generics dynamic that would apply to traditional pharmaceutical products. This also allows for patient and customer loyalty and the potential for a long tail of future growth through direct patient connectivity and engaging treatments. Akili has the potential to serve as a platform for patient-focused and scalable treatment of cognitive impairments across patient categories and ailments through compelling, high-technology entertainment experiences.

. Akili has a compelling go-to-market strategy and pipeline for the expansion of patient age categories and cognitive ailments. The SCS board of directors expects that

The approval of the Business Combination Proposal requires an ordinary resolution, being a resolution passed by the holders of not less than a simple majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

The approval of the Domestication Proposal requires a special resolution under the Cayman Islands Companies Act, being a resolution passed by not less than amajority of the holders of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

The separate approval of each of the Organizational Documents Proposals requires a special resolution under the Cayman Islands Companies Act, being a resolution passed by the holders of not less than amajority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

The approval of the Director Appointment Proposal requires an ordinary resolution of the holders of the SCS Class B ordinary shares under SCS’s amended and restated memorandum and articles of association, being a resolution passed by the holders of not less than a simple majority of the SCS Class B ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

The approval of the Stock Issuance Proposal requires an ordinary resolution, being a resolution passed by the holders of not less than a simple majority of the ordinary shares

The approval of the Incentive Plan Proposal requires an ordinary resolution, being a resolution passed by the holders of not less than a simple majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

The approval of the ESPP Proposal requires an ordinary resolution, being a resolution passed by the holders of not less than a simple majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting

The approval of the Auditor Ratification Proposal requires an ordinary resolution, being a resolution passed by the holders of not less than a simple majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

The approval of the Adjournment Proposal requires an ordinary resolution, being a resolution passed by the holders of not less than a simple majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Prior to SCS’s initial public offering, the Sponsor purchased 5,750,000 SCS Class B ordinary shares for an aggregate purchase price of $25,000. In June 2021, the Sponsor transferred 30,000 SCS Class B ordinary shares to Vladimir Coric (an independent director of SCS, and with the Sponsor, “SCS’s initial shareholders”). On June 29, 2021, SCS effected a share capitalization with respect to the SCS Class B ordinary shares of 575,000 shares thereof, resulting in SCS’s initial shareholders holding an aggregate of 6,325,000 founder shares (up to 825,000 of which were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option in the initial public offering was exercised), resulting in an effective purchase price per SCS Class B ordinary share of approximately $0.004. As a result of the underwriters’ election to partially exercise their over-allotment option, a total of 750,000 SCS Class B ordinary shares are no longer subject to forfeiture and 75,000 SCS Class B ordinary shares were forfeited, resulting in an aggregate of 6,250,000 SCS Class B ordinary shares outstanding. If SCS does not consummate a business combination by July 2, 2023 (or if such date is extended at a duly called extraordinary general meeting, such later date), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating, subject in each case to its obligations under the Cayman Islands Companies Act to provide for claims of creditors and the requirements of other applicable law.Certain of SCS’s directors and executive officers, including Chamath Palihapitiya and Kishen Mehta, also have an economic interest in the 640,000 private placement shares and the 6,220,000 SCS Class B ordinary shares owned by the Sponsor. The 6,220,000 shares of Akili, Inc. common stock into which the 6,220,000 SCS Class B ordinary shares held by the Sponsor will automatically convert in connection with the Merger (including after giving effect to the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of $                 million based upon the closing price of $                 per public share on Nasdaq on                 , 2022, the most recent practicable date prior to the date of this proxy statement/prospectus. The 640,000 shares of Akili, Inc. common stock into which the 640,000 private placement shares held by the Sponsor will automatically convert in connection with the Merger (including after giving effect to the Domestication), if unrestricted and freely tradeable, would have had an aggregate market value of $                 million based upon the closing price of $                 per public share on Nasdaq on                 , 2022, the most recent practicable date prior to the date of this proxy statement/prospectus.

The Sponsor Related PIPE Investors have subscribed for $135,400,000 of the PIPE Investment, for which they will receive up to 13,540,000 shares of Akili, Inc. common stock. The 13,540,000 shares of Akili, Inc. common stock which the Sponsor Related PIPE Investors have subscribed for in the PIPE Investment, if unrestricted and freely tradable, would have had an aggregate market value of $                 million based upon the closing price of $                 per public share on Nasdaq on                 , 2022, the most recent practicable date prior to the date of this proxy statement/prospectus. See “.”

Pursuant to the Registration Rights Agreement, the Sponsor and the Sponsor Related PIPE Investors will have customary registration rights, including shelf, demand and piggy-back rights, subject to cooperation andprovisions, with respect to the shares of Akili, Inc. common stock held by such parties following the consummation of the Business Combination.

Under the Merger Agreement, all outstanding stock options granted by Akili prior to the Closing will be converted to options with respect to shares of Akili, Inc. common stock that will be subject to the same terms and conditions as were in effect prior to the Closing. See the section entitled “” for more information.