FORM 4
[ ] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Palihapitiya Chamath		 2. Issuer Name and Ticker or Trading Symbol

Akili, Inc. [ AKLI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O SC MASTER HOLDINGS, LLC, 506 SANTA CRUZ AVENUE, SUITE 300		 3. Date of Earliest Transaction (MM/DD/YYYY)

8/19/2022
(Street)

MENLO PARK, CA 94025
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock 8/19/2022  A  8100000 A$10.00 8740000 I (1)See Footnote (1)
Common Stock 8/19/2022  A  1900000 A$10.00 10640000 I (2)See Footnote (2)
Common Stock 8/19/2022  M  6220000 A$0.00 16860000 I (3)(4)See Footnote (3)(4)
Common Stock 8/19/2022  J  3087000 D$0.00 13773000 I (5)See Footnote (5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B ordinary shares  (6)8/19/2022  M     6220000   (6) (6)Class A ordinary shares 6220000 $0.00 0 I (3)(4)See Footnote (3)(4)
Explanation of Responses:
(1) Represents shares of Issuer's common stock, par value $0.0001 per share ("Common Stock"), purchased by SC PIPE Holdings LLC ("SC PIPE Holdings") in connection with the consummation of the business combination between the Issuer and Akili Interactive Labs, Inc. (the "Business Combination"). SC PIPE Holdings is controlled by Mr. Palihapitiya. Mr. Palihapitiya may be deemed to beneficially own shares held by SC PIPE Holdings by virtue of his indirect interests in SC PIPE Holdings or his control over SC PIPE Holdings, as the case may be.
(2) Represents shares of Common Stock purchased by a trust for the benefit of Mr. Palihapitiya's immediate family in connection with the consummation of the Business Combination.
(3) The Class B ordinary shares, par value $0.0001 per share (each, a "Class B ordinary share"), held by SCS Sponsor I LLC (the "Sponsor") converted to shares of Common Stock on a one-for-one basis upon the consummation of the Business Combination.
(4) The Sponsor is managed by its managers, Chamath Palihapitiya and Kishan Mehta. A majority of the voting interests of the Sponsor are held by SC SPAC Holdings LLC, which is controlled by Mr. Palihapitiya. Mr. Palihapitiya may be deemed to beneficially own shares held by the Sponsor by virtue of his indirect interests in the Sponsor or his shared control over the Sponsor, as the case may be.
(5) Represents the distribution for no consideration by the Sponsor of 6,860,000 shares of Common Stock to its members pro rata in accordance with their respective interests (the "Sponsor Distribution"). SC Master Holdings, LLC ("SC Master Holdings") received 3,773,000 shares of Common Stock in the Sponsor Distribution. SC Master Holdings is controlled by Mr. Palihapitiya. Mr. Palihapitiya may be deemed to beneficially own shares held by SC Master Holdings by virtue of his indirect interests in SC Master Holdings or his control over SC Master Holdings, as the case may be.
(6) The Class B ordinary shares converted to Common Stock on a one-for-one basis upon the consummation of the Business Combination.

Remarks:
The inclusion of the securities in this report shall not be deemed an admission by the reporting person of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose or that any of the transactions reported herein are subject to Section 16.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Palihapitiya Chamath
C/O SC MASTER HOLDINGS, LLC
506 SANTA CRUZ AVENUE, SUITE 300
MENLO PARK, CA 94025		XX
Signatures
/s/ James Ryans, as attorney-in-fact8/23/2022
**Signature of Reporting PersonDate
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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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