Sec Form 3/A Filing - Studer Jacqueline @ Akili, Inc. - 2022-08-19

FORM 3/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Studer Jacqueline 2. Issuer Name and Ticker or Trading Symbol Akili, Inc. [ AKLI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Legal Officer (Last) (First) (Middle) C/O AKILI, INC., 125 BROAD STREET, FIFTH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/19/2022 (Street) BOSTON, MA02110 4. If Amendment, Date Original Filed (MM/DD/YY) 08/19/2022 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Earnout Shares ( 1 ) ( 1 ) 08/19/2027 Common Stock 7,536,461( 2 )( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Studer Jacqueline C/O AKILI, INC. 125 BROAD STREET, FIFTH FLOOR BOSTON, MA02110 Chief Legal Officer Signatures /s/ Jacqueline Studer 12/13/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Earnout Share represents a contingent right to receive one share of the Issuer's Common Stock. The Earnout Shares shall vest and be released upon the satisfaction of certain share price vesting conditions (the "Earnout Conditions") as follows: (i) if, at any time prior to August 19, 2027 (the "Earnout Period") the volume-weighted average price ("VWAP") of the Issuer's Common Stock equals or exceeds $15.00 per share for any 20 trading days within a 30-trading day period, one third (1/3) of the Earnout Shares shall vest; (ii) if, at any time during the Earnout Period, the VWAP of the Issuer's Common Stock equals or exceeds $20.00 per share for any 20 trading days within a 30-trading day period, one third (1/3) of the Earnout Shares shall vest; and (iii) if, at any time during the Earnout Period, the VWAP of the Issuer's Common Stock equals or exceeds $30.00 per share for any 20 trading days within a 30-trading day period, one third (1/3) of the Earnout Shares shall vest. ( 2 )This amendment is filed solely to specify that the amount reported in column 3 represents the maximum aggregate amount of Earnout Shares allocable to eligible former securityholders of Akili Interactive Labs, Inc. ("Akili Interactive"), collectively, who were common stock holders of Akili Interactive or who were designated eligible employees or individual service providers of Akili Interactive immediately prior to the consummation of the merger pursuant to the Agreement and Plan of Merger by and between the Issuer (f/k/a Social Capital Suvretta Holdings Corp. I), Karibu Merger Sub, Inc. and Akili Interactive dated as of January 26, 2022 (the "Merger Agreement"). ( 3 )(Continued from Footnote 2) As set forth in the Merger Agreement, former securityholders of Akili Interactive who are no longer securityholders of the Issuer or are no longer employees or individual service providers and do not hold any stock of the Issuer as of the time at which the Earnout Conditions are satisfied are deemed to have forfeited their allocation of Earnout Shares, with such forfeited shares becoming allocable to the remaining eligible earnout recipients under the Merger Agreement. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by her for Section 16 or any other purpose.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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