AKILI, INC. : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Material Modification to Rights of Security Holders, Changes in Registrant's Certifying Accountant, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Amendment or Waiver to Code of Ethics, Change in Shell Company Status, Financial Statements and Exh (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Amended and Restated Registration Rights Agreement

On August 19, 2022, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, Akili, Inc., the Sponsor, certain affiliates of the Sponsor, certain directors and advisors of SCS, certain stockholders of Akili and certain of their respective affiliates entered into the Amended and Restated Registration Rights Agreement.

Lock-up Agreement

On August 19, 2022, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, Akili, Inc., the Sponsor, certain directors of SCS, certain stockholders of Akili and certain of their respective affiliates entered into a Lock-up Agreement.

The material terms of the Amended and Restated Registration Rights Agreement and Lock-up Agreement are described in the section of the Proxy Statement/Prospectus beginning on page 142 under the section entitled "Business Combination Proposal-Related Agreements." Such descriptions are qualified in their entirety by the text of such agreements, which are included as Exhibits 10.6 and 10.7 to this Report, respectively, and are incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the "Introductory Note-Domestication and Merger Transaction" above is incorporated into this Item 2.01 by reference.

FORM 10 INFORMATION

Item 2.01(f) of Form 8-K states that if the predecessor registrant was a "shell company" (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as Akili, Inc. was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. As a result of the consummation of the Business Combination, and as discussed below in Item 5.06 of this Report, Akili, Inc. has ceased to be a shell company. Accordingly, Akili, Inc. is providing the information below that would be included in a Form 10 if Akili, Inc. were to file a Form 10. Please note that the information provided below relates to Akili, Inc. after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.

Forward-Looking Statements

This Report, or some of the information incorporated herein by reference, includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of Akili, Inc. These statements are based on the beliefs and assumptions of the management of Akili, Inc. Although Akili, Inc. believes that their plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, Akili, Inc. cannot assure you that they will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These

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statements may be preceded by, followed by or include the words "believes," "continues," "estimates," "expects," "projects," "forecasts," "may," "might," "will," "should," "could," "seeks," "plans," "scheduled," "possible," "potential," "predict," "project," "anticipates," "intends," "aims," "works," "focuses," "aspires," "strives" or "sets out" or similar expressions.

Forward-looking statements are not guarantees of performance, and the absence of . . .

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth in "Introductory Note-PIPE Investment" above is incorporated into this Item 3.02 by reference. Akili, Inc. issued the foregoing shares of common stock in transactions not involving an underwriter and not requiring registration under Section 5 of the Securities Act of 1933, as amended, in reliance on the exemption afforded by Section 4(a)(2) thereof.

Item 3.03 Material Modification to Rights of Security Holders.

Immediately prior to the consummation of the Business Combination, Akili, Inc. filed a Certificate of Incorporation with the Secretary of State of the State of Delaware. The material terms of the Certificate of Incorporation and the general effect upon the rights of holders of SCS's capital stock are discussed in the Proxy Statement/Prospectus in the sections entitled "Domestication Proposal" beginning on page 174 and "Organizational Documents Proposals" beginning on page 177, which are incorporated herein by reference.

Additionally, the disclosure set forth under the Introductory Note and in Item 5.03 of this Report is incorporated herein by reference. A copy of the Certificate of Incorporation is included as Exhibit 3.1 to this Report and incorporated herein by reference.

Item 4.01 Changes in Registrant's Certifying Accountant.

(a) Dismissal of independent registered public accounting firm.

On August 22, 2022, the audit committee of Akili, Inc.'s board of directors dismissed Marcum LLP ("Marcum"), SCS's independent registered public accounting firm prior to the Business Combination, as Akili, Inc.'s independent registered public accounting firm.

The report of Marcum on the financial statements of SCS as of December 31, 2021, and for the period from February 25, 2021 (inception) through December 31, 2021 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainties, audit scope or accounting principles, except for an explanatory paragraph in such report regarding substantial doubt about SCS's ability to continue as a going concern.

During the period from February 25, 2021 (inception) through December 31, 2021 and the subsequent interim period through August 22, 2022, there were no disagreements between SCS and Marcum on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused it to make reference to the subject matter of the disagreements in its reports on SCS's financial statements for such period.

During the period from February 25, 2021 (inception) through December 31, 2021 and the subsequent interim period through August 22, 2022, there were no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act, except that for the quarter ended March 31, 2022, based upon an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, the Chief Executive Officer and the Chief Financial Officer of SCS concluded that its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective due to its accounting for complex financial instruments. Based on the foregoing, it was determined that SCS had a material weakness as of December 31, 2021, March 31, 2022 and June 30, 2022 relating to its internal controls over financial reporting.

Akili, Inc. has provided Marcum with a copy of the foregoing disclosures and has requested that Marcum furnish Akili, Inc. with a letter addressed to the SEC stating whether it agrees with the statements made by Akili, Inc. set forth above. A copy of Marcum's letter, dated August 23, 2022, is filed as Exhibit 16.1 to this Report.

(b) Disclosures regarding the new independent auditor.

On August 22, 2022, the audit committee of Akili, Inc.'s board of directors approved the engagement of KPMG LLP ("KPMG") as Akili, Inc.'s independent registered public accounting firm to audit Akili, Inc.'s consolidated financial statements as of and for the year ended December 31, 2022. KPMG served as the independent registered public accounting firm of Akili prior to the Business Combination. During the years ended December 31, 2021 and December 31, 2020 and the subsequent interim period through August 22, 2022, Akili, Inc. did not consult with KPMG with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to us that KPMG concluded was an . . .

Item 5.01 Changes in Control of Registrant.

The disclosures set forth under the Introductory Note and in Item 2.01 of this Report are incorporated herein by reference.

Reference is also made to the disclosure described in the Proxy Statement/Prospectus in the section entitled "Summary of the Proxy Statement/Prospectus-Ownership of Akili, Inc. following Business Combination" beginning on page 14 which is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Officers and Directors

Upon the consummation of the Business Combination, and in accordance with the terms of the Merger Agreement, each executive officer of SCS ceased serving in such capacities, and Kishan Mehta, Vladimir Coric, Senthil Sundaram and Michael Taylor ceased serving on Akili, Inc.'s board of directors.

Effective as of the consummation of the Business Combination, W. Edward Martucci, Chamath Palihapitiya, Bharatt Chowrira, Kenneth Ehlert, Adam Gazzaley, William Jones, Jr. and Christine Lemke were appointed as directors of Akili, Inc., to serve until the end of their respective terms and until their successors are elected and qualified.

Effective as of the consummation of the Business Combination, W. Edward Martucci was appointed as Akili, Inc.'s Chief Executive Officer, Santosh Shanbhag was appointed as Akili, Inc.'s Chief Financial Officer, Matthew Franklin was appointed as President and Chief Operating Officer, Anil Jina was appointed as Akili, Inc.'s Chief Medical Officer, Jacqueline Studer was appointed as Akili, Inc.'s Chief Legal Officer and Jonathan David was appointed as Akili, Inc.'s Chief Product Officer.

Reference is also made to the disclosures described in the Proxy Statement/Prospectus in the sections entitled "Director Appointment Proposal" beginning on page 187 and "Management of Akili, Inc. Following the Business Combination" beginning on page 317 for biographical information about each of the directors and officers following the Business Combination which are incorporated herein by reference.

Compensatory Arrangements for Directors

Non-Employee Director Compensation Policy

We intend to adopt a new non-employee director compensation policy that will become effective as of the Closing and will be designed to enable us to attract and retain, on a long term basis, highly qualified non-employee directors. Under the policy, our non-employee directors will be eligible to receive cash retainers (which will be payable quarterly in arrears and prorated for partial years of service) and equity awards as set forth below:

Annual Retainer for Board Membership
$40,000 for general availability and participation in meetings and conference
calls of our Board of Directors
Additional Annual Retainer for Non-Executive Chair
$40,000
Additional Annual Retainer for Committee Membership
Audit Committee Chairperson: $20,000
Audit Committee member (other than Chairperson): $10,000
Compensation Committee Chairperson: $15,000
Compensation Committee member (other than Chairperson): $7,500
Nominating and Corporate Governance Committee Chairperson: $10,000
Nominating and Corporate Governance Committee member (other than Chairperson):
$5,000

In addition, our policy will provide that, upon initial election or appointment to our board of directors, each new non-employee director will be granted a one-time grant (the "Initial Award") of a non-statutory stock option to purchase shares of our common stock upon his or her election to the board. The amount of the Initial Award will be determined as the lesser of (x) a stock option with a value of $240,000 and (y) a stock option to purchase 44,000 shares. The Initial Award will vest in substantially equal annual installments over three years, subject to the non-employee director's continued services to the Company. On the date of each annual meeting of stockholders of our company following the completion of this offering, each continuing non-employee director, other than a director receiving an Initial Award, will receive an annual stock option award (the "Annual Award"). The amount of the Annual Award will be determined as of the lesser of (x) a stock option with a value of $120,000 and (y) a stock option to purchase 22,000 shares. The Annual Award shall vest in full upon the earlier . . .

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Immediately prior to the consummation of the Business Combination, Akili, Inc. filed a Certificate of Incorporation with the Secretary of State of the State of Delaware. The material terms of the Certificate of Incorporation and the By-Laws that took effect upon the filing of the Certificate of Incorporation with the Secretary of State of the State of Delaware are described in the Proxy Statement/Prospectus in the sections entitled "Domestication Proposal" beginning on page 174 and "Organizational Documents Proposals" beginning on page 177, which information is incorporated by reference herein.

Copies of the Certificate of Incorporation and the Bylaws are included as Exhibits 3.1 and 3.2 to this Report, respectively, and are incorporated herein by reference.

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On August 19, 2022, Akili, Inc.'s board of directors adopted a new Code of Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

Reference is also made to the disclosure described in the Proxy Statement/Prospectus in the section entitled "Management of Akili, Inc. Following the Business Combination-Code of Ethics" on page 323, which is incorporated herein by reference.

Item 5.06 Change in Shell Company Status.

As a result of the Business Combination, Akili, Inc. ceased being a shell company. Reference is made to the disclosure in the Proxy Statement/Prospectus, and specifically in the sections entitled "Business Combination Proposal" beginning on page 124 and "Domestication Proposal" beginning on page 174, which are incorporated herein by reference. Further, the information set forth in the Introductory Note and under Item 2.01 of this Report is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The consolidated financial statements of Akili for the years ended December 31, 2021 and 2020 are set forth in the Proxy Statement/Prospectus beginning on page F-40 and are incorporated herein by reference. The unaudited condensed consolidated financial statements of Akili for the periods ended June 30, 2022 and 2021 are set forth in Exhibit 99.1 hereto and incorporated herein by reference.

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(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information of SCS and Akili as of and for the period ended June 30, 2022 and for the year ended December 31, 2021 are set forth in Exhibit 99.3 hereto and incorporated herein by reference.

(d) Exhibits.

Exhibit
No.        Description

2.1+         Agreement and Plan of Merger, dated as of January 26, 2022, by and
           among the Registrant, Karibu Merger Sub, Inc. and Akili Interactive
           Labs, Inc. (incorporated by reference to Exhibit 2.1 to Akili, Inc.'s
           Registration Statement on Form S-4 filed February 14, 2022).

3.1*         Certificate of Incorporation of Akili, Inc.

3.2*         Bylaws of Akili, Inc.

4.1          Specimen Common Stock Certificate of Akili, Inc. (incorporated by
           reference to Exhibit 4.2 to Akili, Inc.'s Amendment No. 3 to the
           Registration Statement on Form S-4 filed on June 10, 2022).

10.1*        Form of Indemnification Agreement for Executive Officers.

10.2*        Form of Indemnification Agreement for Directors.

10.3*        2022 Stock Option and Incentive Plan of Akili, Inc. and forms of
           agreement thereunder.

10.4*        2022 Employee Stock Purchase Plan.

10.5         Form of Subscription Agreement, by and between the Registrant and the
           undersigned insider subscriber party thereto (incorporated by reference
           to Exhibit 10.26 to Akili, Inc.'s Amendment No. 2 to the Registration
           Statement on Form S-4 filed on May 12, 2022).

10.6+*       Amended and Restated Registration Rights Agreement, dated as of
           August 19, 2022, by and among Akili, Inc., SCS Sponsor I LLC, certain
           stockholders of Akili Interactive Labs, Inc. and the other parties
           thereto.

10.7+*       Lock-Up Agreement, dated as of August 19, 2022, by and among Akili,
           Inc., SCS Sponsor I LLC, certain stockholders of Akili Interactive
           Labs, Inc. and the other parties thereto.

10.8         Scientific Advisory Board and Chief Science Advisor Agreement, dated
           as of May 1, 2016, by and between Akili Interactive Labs, Inc. and Adam
           Gazzaley, as amended by Amendment No. 1 dated as of October 29, 2018
           (incorporated by reference to Exhibit 10.13 to Akili, Inc.'s Amendment
           No. 1 to the Registration Statement on Form S-4 filed on April 4,
           2022).

10.9†        Corporate Bond, dated as of March 26, 2019, by and between Akili
           Interactive Labs, Inc. and Shionogi & Co., Ltd.   (incorporated by
           reference to Exhibit 10.14 to Akili, Inc.'s Amendment No. 2 to the
           Registration Statement on Form S-4 filed on May 12, 2022).

10.10†       Option and Collaboration Agreement, dated as of December 19, 2018, by
           and between Shionogi & Co., Ltd. and Akili Interactive Labs, Inc., as
           amended by Amendment No. 1 dated as of January 1, 2020, Amendment No. 2
           dated as of May 1, 2020 and Amendment No. 3 dated as of November 15,
           2021   (incorporated by reference to Exhibit 10.15 to Akili, Inc.'s
           Amendment No. 1 to the Registration Statement on Form S-4 filed on
           April 4, 2022).

10.11†       Exclusive License Agreement, dated as of October 18, 2013, by and
           between Akili Interactive Labs, Inc. and The Regents of the University
           of California, as amended by Amendment No. 1 dated as of May 17, 2018
           and Amendment No. 2 dated as of February 25, 2019   (incorporated by
           reference to Exhibit 10.16 to Akili, Inc.'s Amendment No. 1 to the
           Registration Statement on Form S-4 filed on April 4, 2022).

10.12†       Amended and Restated Loan and Security Agreement, dated as of May 25,
           2021, by and among Silicon Valley Bank, SVB Innovation Credit Fund
           VIII, L.P. and Akili Interactive Labs, Inc.   (incorporated by
           reference to Exhibit 10.17 to Akili, Inc.'s Amendment No. 2 to the
           Registration Statement on Form S-4 filed on May 12, 2022).

10.13        Akili Interactive Labs, Inc. Amended and Restated 2011 Stock
           Incentive Plan and forms of agreements thereunder   (incorporated by
           reference to Exhibit 10.19 to Akili, Inc.'s Amendment No. 1 to the
           Registration Statement on Form S-4 filed on April 4, 2022).

10.14        Lease, dated as of November 23, 2015, by and between Paul Ferazzi, as
           Trustee of 125 Broad Street Realty Trust and Akili Interactive Labs,
           Inc. as amended by the 2017 Amendment of Lease, dated as of August 30,
           2017, and the Second Amendment to Lease, dated as of September 9, 2018,
           by and between Akili Interactive Labs, Inc., and Broad125 Realty
           Partners   (incorporated by reference to Exhibit 10.22 to Akili, Inc.'s
           Amendment No. 1 to the Registration Statement on Form S-4 filed on
           April 4, 2022).

10.15        Lease, dated as of August 30, 2017 by and between Paul Ferazzi, as
           Trustee of 125 Broad Street Realty Trust and Akili Interactive Labs,
           Inc., as amended by the Amendment to Lease, dated as of September 9,
           2018, between Akili Interactive Labs, Inc. and Broad125 Realty
           Partners, LLC and the Second Amendment to Lease, dated as of August 23,
           2021, by and between Akili Interactive Labs, Inc. and Broad 125 Realty
           Partners, LLC   (incorporated by reference to Exhibit 10.23 to Akili,
           Inc.'s Amendment No. 1 to the Registration Statement on Form S-4 filed
           on April 4, 2022).

10.16†       Lease, dated as of June 15, 2018, by and between Remillard Brick
           Kiln, LLC and Akili Interactive Labs, Inc., as amended on May 29,
           2019   (incorporated by reference to Exhibit 10.24 to Akili, Inc.'s
           Amendment No. 2 to the Registration Statement on Form S-4 filed on May
           12, 2022).

10.17†       License, Development and Commercialization Agreement, dated as of
           August 16, 2021, by and between Akili Interactive Labs, Inc. and TALi
           Digital Limited   (incorporated by reference to Exhibit 10.25 to Akili,
           Inc.'s Amendment No. 1 to the Registration Statement on Form S-4 filed
           on April 4, 2022).

10.18        Sponsor Support Agreement, dated as of January 26, 2022, by and among
           SCS Sponsor I LLC, the Registrant, each director of the Registrant and
           Akili Interactive Labs, Inc. and the other parties thereto
           (incorporated by reference to Exhibit 10.1 to Akili, Inc.'s
           Registration Statement on Form S-4 filed February 14, 2022).

10.19        Stockholder Support Agreement, dated as of January 26, 2022, by and
           among the Registrant, Akili Interactive Labs, Inc. and the persons set
           forth on Schedule I thereto (incorporated by reference to Exhibit 10.2
           to Akili's Inc.'s Registration Statement on Form S-4 filed February 14,
           2022).

14.1*        Code of Ethics of Akili, Inc.

16.1*        Letter from Marcum LLP to the Securities and Exchange Commission.

21.1*        List of Subsidiaries.

99.1*        Unaudited condensed consolidated financial statements of Akili
           Interactive Labs, Inc. for the three and six months ended June 30, 2022
           and 2021.

99.2*        Management's Discussion and Analysis of Financial Condition and
           Results of Operations for the three and six months ended June 30, 2022
           and 2021.

99.3*        Unaudited pro forma condensed combined financial information of
           Social Capital Suvretta Holdings Corp. I and Akili Interactive Labs,
           Inc. as of June 30, 2022 and for the year ended December 31, 2021 and
           six months ended June 30, 2022.

104*       Cover Page Interactive Data File (formatted as Inline XBRL).





* Filed herewith.

+ Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of

Regulation S-K. The Registrant agrees to furnish supplementally a copy of any

omitted schedule or exhibit to the SEC upon request.

† Portions of this exhibit (indicated by asterisks) have been omitted in

  accordance with Item 601(b)(10) of Regulation S-K. The Registrant agrees to
  furnish supplementally a copy of any omitted schedule or exhibit to the SEC
  upon request.

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