Social Capital Suvretta Holdings Corp. I

Of the registered total, the document states that 31,890,000 shares are issued in the Domestication itself — the SPAC's own Class A and Class B shares converting one-for-one — so that portion is not consideration. The Aggregate Merger Consideration is 60,000,000 shares against a stated pre-transaction equity value of Akili of $600 million, a further 16,200,000 shares are bought at $10.00 per share for $162,000,000 in the concurrent PIPE, and Earnout Shares equal to 7.5% of fully diluted shares go into escrow for pre-closing Akili holders.

The document splits the cover figure explicitly, which is what makes it usable: of the 106,172,565 shares, 31,890,000 are issued in the Domestication itself as SCS Class A and Class B ordinary shares convert one-for-one into common stock of Akili, Inc. Those are the SPAC's own capital re-registering, not consideration. The remainder covers what Akili common stock, preferred stock and warrants convert into at the merger's effective time, so a reader taking the cover number as deal size would overstate it by the whole domestication block.

Two different companies are called Akili by the end of this transaction. The domesticated SPAC becomes Akili, Inc.; the target it acquires is Akili Interactive Labs, Inc., and that target survives as a subsidiary of the entity that has taken most of its name. Any record keyed on the name rather than on the CIK will merge a parent with its own subsidiary. The deregistration is also cited to the Companies Act (2020 Revision) rather than the 'As Revised' formulation used across comparable filings, and is recorded as printed.

The registered total is not consideration alone: on the Domestication each SCS Class A ordinary share and each Class B ordinary share converts one-for-one into common stock of the continuing company, so the SPAC's own capital is inside that figure. Reading 106,172,565 as shares issued to Akili's holders would overstate the consideration and understate nothing — the two components have to be separated before any dilution is computed from this cover.

Only common stock appears on the cover — no warrants, no second class, no separate earn-out tranche — so the offering is a single block of 106,172,565 shares rather than a stack of lines in which derivative overhang is counted alongside stock actually delivered. The operating company also keeps the Interactive Labs name while the public parent takes Akili, Inc., so after closing the two entities are distinguishable only by that suffix.

The cover carries no Calculation of Registration Fee table, so the 106,172,565 shares are the only sizing figure on the face of the filing — there is no per-share price, no aggregate offering price and no fee to check it against. Each SCS Class A ordinary share converts one-for-one into Akili, Inc. common stock in the Domestication, so part of that count is the SPAC's own capital rather than consideration for Akili, and the filing does not split the two on its cover.