Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	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 * SC Master Holdings, LLC	2. Date of Event Requiring Statement (MM/DD/YYYY) 8/19/2022	3. Issuer Name and Ticker or Trading Symbol Akili, Inc. [AKLI]
(Last)        (First)        (Middle) 506 SANTA CRUZ AVENUE, SUITE 300	4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                          ___X___ 10% Owner _____ Officer (give title below)        _____ Other (specify below)
(Street) MENLO PARK, CA 94025       (City)              (State)              (Zip)	5. 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 Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	11873000	D (1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
(1)	Represents (i) 8,100,000 shares of Issuer's common stock, par value $0.0001 per share ("Common Stock"), held of record by SC PIPE Holdings LLC ("SC PIPE Holdings") and (ii) 3,773,000 shares of Common Stock held of record by SC Master Holdings, LLC ("SC Master Holdings").
(2)	SC Master Holdings is the sole member of SC PIPE Holdings. SC Master Holdings may be deemed to beneficially own shares held by SC PIPE Holdings by virtue of its direct interest in SC PIPE Holdings or its control over SC PIPE Holdings, as the case may be.

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
	Director	10% Owner	Officer	Other
SC Master Holdings, LLC 506 SANTA CRUZ AVENUE SUITE 300 MENLO PARK, CA 94025	X	X

Signatures
SC MASTER HOLDINGS, LLC By: /s/ James Ryans, as Authorized Signatory		8/23/2022
**Signature of Reporting Person		Date

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 5(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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