SOCL CAP Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
The Merger
The 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 Merger Agreement, the "Business Combination"):
i. at the closing of the transactions contemplated by the 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
a wholly owned subsidiary of SCS (the "Merger");
ii. 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 SCS (after the Domestication (as defined below))
("SCS Common Stock") or comparable equity awards that are settled or
are exercisable for shares of SCS Common Stock, representing an
aggregate of 60 million shares of SCS Common Stock;
iii. at the Closing, SCS will deposit into an escrow account for the
benefit of the pre-Closing Akili stockholders, optionholders and
warrantholders an aggregate number of shares of SCS Common Stock
equal to 7.5% of the fully diluted shares of SCS Common Stock
(including shares reserved under the equity incentive plan to be
adopted by the combined company in connection with the Closing),
determined as of immediately following the Closing (collectively, the
"Earnout Shares"), which Earnout Shares will be subject to release
from escrow to the pre-Closing Akili stockholders, optionholders and
warrantholders in three equal tranches upon the daily volume weighted
average price of a share of SCS Common Stock reaching $15.00 /share,
$20.00 /share and $30.00 /share, respectively, over any 20 trading days
within any 30 consecutive trading day period following the Closing
and prior to the fifth anniversary of the Closing, in each case, on
the terms set forth in the Merger Agreement; and
iv. at the Closing, SCS will be renamed "Akili, Inc. "
The Board of Directors of SCS (the "Board") has unanimously (i) approved and declared advisable the Merger Agreement and the Business Combination and (ii) resolved to recommend approval of the Merger Agreement and related matters by the shareholders of SCS.
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The Domestication
Prior to the Closing, subject to the approval of SCS's shareholders, and in
accordance with the DGCL, the Cayman Islands Companies Act (As Revised) (the
"CICA") and SCS's Amended and Restated Memorandum and Articles of Association
(as may be amended from time to time, the "Cayman Constitutional Documents"),
SCS will effect a deregistration under the CICA and a domestication under
Section 388 of the DGCL (by means of filing a certificate of domestication with
the Secretary of State of the
In connection with the Domestication, (i) each of the then issued and
outstanding Class A ordinary shares, par value
Conditions to the Closing
The Merger Agreement is subject to the satisfaction or waiver of certain
customary closing conditions, including, among others, (i) approval of the
Business Combination and related matters by the respective shareholders of SCS
and Akili, (ii) expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act, as amended, (iii) the absence of
any law or injunctions prohibiting the consummation of the Merger, (iv) that SCS
have at least
Other conditions to Akili's obligations to consummate the Merger include, among
others, that as of the Closing, (i) the Domestication has been completed and
(ii) the amount of cash available in (x) the trust account into which
substantially all of the proceeds of SCS's initial public offering have been
deposited for the benefit of SCS, its public shareholders and the underwriters
of SCS's initial public offering (the "Trust Account"), after deducting (a) the
amount required to satisfy SCS's obligations to its shareholders (if any) that
exercise their rights to redeem their SCS Class A Ordinary Shares pursuant to
the Cayman Constitutional Documents and (b) any deferred underwriting
commissions being held in the Trust Account (but prior to payment of any
transaction expenses of Akili or its subsidiaries or SCS or its affiliates) plus
(y) the
Each party's obligations to consummate the Merger are also conditioned upon the accuracy of the other party's representations and warranties, subject to customary materiality and material adverse effect qualifiers, and the performance in all material respects by the other party of its covenants in the Merger Agreement to be performed as of or prior to the Closing.
Covenants
The Merger Agreement contains additional covenants, including, among others, providing for (i) the parties to conduct their respective businesses in the ordinary course through the Closing, (ii) the parties to not initiate any negotiations or enter into any agreements for certain alternative transactions, (iii) Akili to prepare and deliver to SCS certain audited and unaudited . . .
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
with respect to the
Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 and incorporated herein by reference is certain historical financial information of Akili.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of SCS under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained in this Item 7.01, including Exhibit 99.1.
Additional Information and Where to Find It
In connection with the proposed transaction, SCS intends to file a registration
statement on Form S-4 (as it may be amended, the "Registration Statement") with
the
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Participants in Solicitation
SCS and Akili and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from SCS's shareholders in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the proposed transaction between Akili and SCS will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.
No Offer or Solicitation
This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom. This communication may be deemed to be solicitation material in respect of the proposed transactions contemplated by the proposed business combination between Akili and SCS.
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain certain forward-looking statements within the
meaning of the federal securities laws with respect to the proposed transaction
between Akili and SCS. These forward-looking statements generally are identified
by the words "believe," "project," "expect," "anticipate," "estimate," "intend,"
"strategy," "future," "opportunity," "plan," "may," "should," "will," "would,"
"will be," "will continue," "will likely result," and similar expressions.
Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and,
as a result, are subject to risks and uncertainties. Many factors could cause
actual future events to differ materially from the forward-looking statements in
this communication, including but not limited to: (i) the risk that the proposed
transaction may not be completed in a timely manner or at all, which may
adversely affect the price of SCS's securities, (ii) the risk that the proposed
transaction may not be completed by SCS's business combination deadline and the
potential failure to obtain an extension of the business combination deadline if
sought by SCS, (iii) the failure to satisfy the conditions to the consummation
of the proposed transaction, including the adoption of the Merger Agreement by
the shareholders of SCS and the satisfaction of the minimum cash condition,
(iv) the lack of a third party valuation in determining whether or not to pursue
the proposed transaction, (v) the inability to complete the
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expectations regarding its market opportunities and (xx) the risk of downturns
and a changing regulatory landscape in the highly competitive industry in which
Akili operates. The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and uncertainties
described in the "Risk Factors" section of SCS's registration on Form S-1 (File
Nos. 333-256723 and 333-257543), SCS's quarterly report on Form 10-Q for the
quarter ended
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofJanuary 26, 2022 10.1 Form of Subscription Agreement 10.2 Sponsor Support Agreement, dated as ofJanuary 26, 2022 10.3 Akili Holders Support Agreement, dated as ofJanuary 26, 2022 99.1 Certain Historical Financial Information of Akili 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The registrant agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the
request.
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