PureTech Health plc (Nasdaq: PRTC, LSE: PRTC) (“PureTech” or the
“Company”), a clinical-stage biotherapeutics company noted today
that its Founded Entity, Akili Interactive (“Akili”), a leading
digital medicine company developing cognitive treatments through
game-changing technologies, announced that Social Capital Suvretta
Holdings Corp. I (“SCS”) (Nasdaq: DNAA) has filed with the U.S.
Securities and Exchange Commission (“SEC”) a registration statement
on Form S-4 (the “Registration Statement”), which contains a
preliminary proxy statement/prospectus, in connection with the
previously announced proposed business combination with Akili.
While the Registration Statement has not yet become effective
and the information contained therein is subject to change, it
provides important information about Akili and the proposed
business combination with SCS. The filing can be viewed on the
SEC’s website at https://www.sec.gov/.
The proposed business combination between Akili and SCS is
expected to close in mid-2022, after which the combined company
will be listed on the Nasdaq stock market under the new ticker
symbol “AKLI”.
The full text of the announcement from Akili is as follows:
Akili Interactive Announces Filing of
Registration Statement on S-4 in Connection with its Proposed
Business Combination with Social Capital Suvretta Holdings
Corp. I
BOSTON, Mass. and PALO ALTO, Calif. – February 14, 2022 –
Akili Interactive (“Akili” or the “Company”), a leading digital
medicine company developing cognitive treatments through
game-changing technologies, announced that Social Capital Suvretta
Holdings Corp. I (“SCS”) (Nasdaq: DNAA) has filed with the U.S.
Securities and Exchange Commission (“SEC”) a registration statement
on Form S-4 (the “Registration Statement”), which contains a
preliminary proxy statement/prospectus, in connection with the
previously announced proposed business combination with Akili.
While the Registration Statement has not yet become effective
and the information contained therein is subject to change, it
provides important information about Akili and the proposed
business combination with SCS.
The proposed business combination between Akili and SCS is
expected to close in mid-2022, after which the combined company
will be listed on the Nasdaq stock market under the new ticker
symbol “AKLI.” For more information on the transaction, visit
https://www.socialcapitalsuvrettaholdings.com/dnaa.
The filing can be viewed on the SEC’s website at
https://www.sec.gov/.
About Akili
Akili is pioneering the development of cognitive treatments
through game-changing technologies. Our approach of leveraging
technologies designed to directly target the brain establishes a
new category of medicine—medicine that is validated through
clinical trials like a drug or medical device, but experienced like
entertainment. Akili’s platform is powered by proprietary
therapeutic engines designed to target cognitive impairment at its
source in the brain, informed by decades of research and validated
through rigorous clinical programs. Driven by Akili’s belief that
effective medicine can also be fun and engaging, Akili’s products
are delivered through captivating action video game experiences.
For more information, please visit www.akiliinteractive.com.
About Social Capital
At Social Capital, we make big bets on transformational ideas,
technology, and people. We strategically invest in smart,
profit-minded opportunities and forward-thinking social investments
that have the potential to shape a better future. We do this from a
balance sheet of permanent capital to support entrepreneurship at
all stages. This allows us more flexibility to double down on our
convictions, without the limitations of traditional fund
structures, and gives founders the runway and resources necessary
to succeed. We believe in the outsized potential of for-profit
businesses to drive impact in the world. We aim to set a new
standard for what capitalism can be. To learn more about Social
Capital, visit https://www.socialcapital.com/.
About Social Capital Suvretta Holdings Corp I
Social Capital Suvretta Holdings Corp. I is led by Chamath
Palihapitiya and Kishen Mehta and is a blank check company formed
for the purpose of effecting a merger, amalgamation, share
exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses. The
company is focused on businesses operating in the biotechnology
industry and within the neurology subsector. To learn more about
Social Capital Suvretta Holdings, visit
https://www.socialcapitalsuvrettaholdings.com/.
Additional Information and Where to Find It
In connection with the proposed transaction, SCS filed a
registration statement on Form S-4 (as amended, the “Registration Statement”) with the SEC on February
14, 2022, which includes a preliminary prospectus and proxy
statement of SCS, referred to as a proxy statement/prospectus. The
Registration Statement has not yet become effective. When
available, a final proxy statement/prospectus will be sent to all
SCS shareholders. SCS will also file other documents regarding the
proposed transaction with the SEC. SHAREHOLDERS OF SCS ARE ADVISED
TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS
AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH
THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Shareholders will be able to obtain free copies of the Registration
Statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by SCS (when
available) through the website maintained by the SEC at
http://www.sec.gov.
The documents filed by SCS with the SEC also may be obtained
free of charge at SCS’s website at
https://socialcapitalsuvrettaholdings.com/dnaa or upon written
request to 2850 W. Horizon Ridge Parkway, Suite 200, Henderson, NV
89052.
Participants in the 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 are contained in the proxy
statement/prospectus. 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 press release may be deemed to be
solicitation material in respect of the proposed transactions
contemplated by the proposed business combination between Akili and
SCS.
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 PIPE Investment, (vi) the occurrence of
any event, change or other circumstance that could give rise to the
termination of the Merger Agreement, (vii) the effect of the
announcement or pendency of the transaction on Akili’s business
relationships, operating results, and business generally, (viii)
risks that the proposed transaction disrupts current plans and
operations of Akili or diverts management’s attention from Akili’s
ongoing business operations and potential difficulties in Akili
employee retention as a result of the announcement and consummation
of the proposed transaction, (ix) the outcome of any legal
proceedings that may be instituted against Akili or against SCS
related to the Merger Agreement or the proposed transaction, (x)
the ability to maintain the listing of SCS’s securities on a
national securities exchange, (xi) the price of SCS’s securities
may be volatile due to a variety of factors, including changes in
the competitive and highly regulated industries in which SCS plans
to operate or Akili operates, variations in operating performance
across competitors, changes in laws and regulations affecting SCS’s
or Akili’s business, and changes in the combined capital structure,
(xii) the ability to implement business plans, forecasts, and other
expectations after the completion of the proposed transaction, and
identify and realize additional opportunities, (xiii) the ability
of Akili to successfully commercialize EndeavorRx® and continue to
advance its clinical development pipeline, (xiv) the ability to
recognize the anticipated benefits of the proposed transaction,
which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth
profitably, maintain relationships with customers and suppliers and
retain its management and key employees, (xv) the evolution of the
markets in which Akili competes, (xvi) the ability of Akili to
defend its intellectual property and satisfy regulatory
requirements, (xvii) the costs related to the proposed transaction,
(xviii) the impact of the COVID-19 pandemic on Akili’s business,
(xix) Akili’s 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 September
30, 2021 filed with the SEC on November 15, 2021, the Registration
Statement on Form S-4, including those under “Risk Factors”
therein, and other documents filed by SCS from time to time with
the SEC. These filings identify and address other important risks
and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and Akili and SCS assume no obligation
and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events,
or otherwise. Neither Akili nor SCS gives any assurance that either
Akili or SCS, or the combined company, will achieve its
expectations.
About PureTech Health
PureTech is a clinical-stage biotherapeutics company dedicated
to discovering, developing and commercializing highly
differentiated medicines for devastating diseases, including
inflammatory, fibrotic and immunological conditions, intractable
cancers, lymphatic and gastrointestinal diseases and neurological
and neuropsychological disorders, among others. The Company has
created a broad and deep pipeline through the expertise of its
experienced research and development team and its extensive network
of scientists, clinicians and industry leaders. This pipeline,
which is being advanced both internally and through PureTech's
Founded Entities, is comprised of 25 therapeutics and therapeutic
candidates, including two that have received both U.S. FDA
clearance and European marketing authorization, as of the date of
PureTech's most recently filed Half Year Report and corresponding
Form 6-K. All of the underlying programs and platforms that
resulted in this pipeline of therapeutic candidates were initially
identified or discovered and then advanced by the PureTech team
through key validation points based on the Company's unique
insights into the biology of the brain, immune and gut, or BIG,
systems and the interface between those systems, referred to as the
BIG Axis.
For more information, visit www.puretechhealth.com or connect
with us on Twitter @puretechh.
Cautionary Note Regarding Forward-Looking Statements
This press release contains statements that are or may be
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements contained
in this press release that do not relate to matters of historical
fact should be considered forward-looking statements, including
without limitation those statements that relate to expectations
regarding Akili’s merger with Social Capital Suvretta Holdings
Corp. I (Nasdaq: DNAA) or matters related thereto, including
expectations regarding the completion of the transaction and
potential timing for the same, expectations with respect to Akili’s
future prospects, development plans, and strategies, the
competitive environment in which Akili operates, PureTech’s
mechanisms for value generation, and PureTech’s future prospects,
value drivers, development plans, and strategies. The
forward-looking statements are based on current expectations and
are subject to known and unknown risks, uncertainties and other
important factors that could cause actual results, performance and
achievements to differ materially from current expectations,
including, but not limited to, those risks, uncertainties and other
important factors described under the caption “Risk Factors” in our
Annual Report on Form 20-F for the year ended December 31, 2020
filed with the SEC and in our other regulatory filings. These
forward-looking statements are based on assumptions regarding the
present and future business strategies of the Company and the
environment in which it will operate in the future. Each
forward-looking statement speaks only as at the date of this press
release. Except as required by law and regulatory requirements, we
disclaim any obligation to update or revise these forward-looking
statements, whether as a result of new information, future events
or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20220214005892/en/
PureTech Public Relations
publicrelations@puretechealth.com Investor Relations
IR@puretechhealth.com
EU Media Ben Atwell, Rob Winder +44 (0) 20 3727 1000
ben.atwell@FTIconsulting.com
U.S. Media Nichole Sarkis +1 774 278 8273
nichole@tenbridgecommunications.com
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