| 2022-07-21 |
股东大会：
将于2022-08-18召开股东大会
会议内容 ▼▲
- 1.To consider and vote upon a proposal to approve by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of January 26, 2022 (the “Merger Agreement”), by and among SCS, Merger Sub and Akili, a copy of which is attached to this proxy statement/prospectus statement as Annex A. The Merger Agreement provides for, among other things, the merger of Merger Sub with and into Akili (the “Merger”), with Akili surviving the Merger as a wholly owned subsidiary of Akili, Inc., in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement/prospectus (the “Business Combination Proposal”);
2.To consider and vote upon a proposal to approve by special resolution, the change of SCS’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Merger, the “Business Combination”) (the “Domestication Proposal”);
3.To consider and vote upon the following three separate proposals (collectively, the “Organizational Documents Proposals”) for approval effective upon the filing with and acceptance by the Secretary of State of Delaware of the certificate of domestication in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”)), which will be renamed “Akili, Inc.” in connection with the Business Combination (SCS after the Domestication, including after such change of name, is referred to herein as “Akili, Inc.”):(a)As a special resolution, the change in the authorized share capital 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 1,000,000,000 shares of common stock, par value $0.0001 per share, of Akili, Inc. (the “Akili, Inc. common stock”) and 100,000,000 shares of preferred stock, par value $0.0001 per share, of Akili, Inc. (the “Akili, Inc. preferred stock”) (“Organizational Documents Proposal A”);(b)As a special resolution, the issue of any or all shares of Akili, Inc. preferred stock in one or more classes or series by the board of directors of Akili, Inc., 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 (“Organizational Documents Proposal B”);(c)As a special resolution, the adoption of the Proposed Certificate of Incorporation and the 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 (1) changing the corporate name from “Social Capital Suvretta Holdings Corp. I” to “Akili, Inc.,” (2) making Akili, Inc.’s corporate existence perpetual, (3) 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 of 1933, as amended (the “Securities Act”), (4) being subject to the provisions of Section 203 of DGCL and (5) 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 (“Organizational Documents Proposal C”);
4.For holders of the SCS Class B ordinary shares, to consider and vote upon a proposal to approve by ordinary resolution, assuming the Business Combination Proposal, the Domestication Proposal and the Organizational Documents Proposals are approved, to appoint to a staggered board seven directors who, upon consummation of the Business Combination, will be the directors of Akili, Inc. (the “Director Appointment Proposal”);
5.To consider and vote upon a proposal to approve by ordinary resolution for purposes of complying with the applicable provisions of Nasdaq Rule 5635, the issuance of Akili, Inc. common stock to (a) the PIPE Investors, including the Sponsor Related PIPE Investors, pursuant to the PIPE Investment and (b) the Akili Stockholders pursuant to the Merger Agreement (the “Stock Issuance Proposal”);
6.To consider and vote upon a proposal to approve by ordinary resolution, the 2022 Stock Option and Incentive Plan (the “2022 Plan” and “Incentive Plan Proposal,” respectively);
7.To consider and vote upon a proposal to approve by ordinary resolution, the 2022 Employee Stock Purchase Plan (the “2022 ESPP” and “ESPP Proposal,” respectively);
8.To consider and vote upon a proposal to approve by ordinary resolution the ratification of the appointment of Marcum LLP as the independent registered public accountants of SCS to audit and report upon SCS’s consolidated financial statements for the year ending December 31, 2022 (the “Auditor Ratification Proposal”);
9.To consider and vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more of Proposal No. 1 through Proposal No. 9 at the extraordinary general meeting (the “Adjournment Proposal”).
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