Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]
November 22 2024 - 7:00PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
Exscientia
plc
(Name
of Issuer)
Ordinary Shares
(Title
of Class of Securities)
30223G102
(CUSIP
Number)
SB
Global Advisers Limited
Attn:
Stephen Lam
69
Grosvenor St
Mayfair,
London W1K 3JP
+44
0207 629 0431
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
November
20, 2024
(Date
of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 30223G102 |
13D |
Page
1 of 6 pages |
1 |
Names
of Reporting Persons
SVF II Excel (DE) LLC |
|
2 |
Check
the Appropriate Box if a Member of a Group
|
(a)
☐
(b)
☐
|
3 |
SEC
Use Only
|
|
4 |
Source
of Funds (See Instructions)
OO |
|
5 |
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
|
6 |
Citizenship
or Place of Organization
Delaware |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH |
7 |
Sole
Voting Power
0 |
8 |
Shared
Voting Power
0 |
9 |
Sole
Dispositive Power
0 |
10 |
Shared
Dispositive Power
0 |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
13 |
Percent
of Class Represented by Amount in Row (11)
0.0% |
14 |
Type
of Reporting Person
OO (Limited Liability Company) |
CUSIP
No. 30223G102 |
13D |
Page
2 of 6 pages |
1 |
Names
of Reporting Persons
SVF II Investment Holdings (Subco) LLC |
|
2 |
Check
the Appropriate Box if a Member of a Group
|
(a)
☐
(b)
☐ |
3 |
SEC
Use Only
|
|
4 |
Source
of Funds (See Instructions)
OO |
|
5 |
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
|
6 |
Citizenship
or Place of Organization
Delaware |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH |
7 |
Sole
Voting Power
0 |
8 |
Shared
Voting Power
0 |
9 |
Sole
Dispositive Power
0 |
10 |
Shared
Dispositive Power
0 |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
13 |
Percent
of Class Represented by Amount in Row (11)
0.0% |
14 |
Type
of Reporting Person
OO
(Limited Liability Company) |
CUSIP
No. 30223G102 |
13D |
Page
3 of 6 pages |
1 |
Names
of Reporting Persons
SB Global Advisers Limited |
|
2 |
Check
the Appropriate Box if a Member of a Group
|
(a)
☐
(b)
☐
|
3 |
SEC
Use Only
|
|
4 |
Source
of Funds (See Instructions)
OO |
|
5 |
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
|
6 |
Citizenship
or Place of Organization
England and Wales |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH |
7 |
Sole
Voting Power
0 |
8 |
Shared
Voting Power
0 |
9 |
Sole
Dispositive Power
0 |
10 |
Shared
Dispositive Power
0 |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
13 |
Percent
of Class Represented by Amount in Row (11)
0.0% |
14 |
Type
of Reporting Person
CO |
CUSIP
No. 30223G102 |
13D |
Page
4 of 6 pages |
1 |
Names
of Reporting Persons
SoftBank Group Corp. |
|
2 |
Check
the Appropriate Box if a Member of a Group
|
(a)
☐
(b)
☐
|
3 |
SEC
Use Only
|
|
4 |
Source
of Funds (See Instructions)
OO |
|
5 |
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
|
6 |
Citizenship
or Place of Organization
Japan |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH |
7 |
Sole
Voting Power
0 |
8 |
Shared
Voting Power
0 |
9 |
Sole
Dispositive Power
0 |
10 |
Shared
Dispositive Power
0 |
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
13 |
Percent
of Class Represented by Amount in Row (11)
0.0% |
14 |
Type
of Reporting Person
CO |
CUSIP
No. 30223G102 |
13D |
Page
5 of 6 pages |
EXPLANATORY
NOTE
This
Amendment No. 2 amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the
“SEC”) on October 15, 2021 (as amended to date, the “Schedule 13D”) with respect the ordinary shares, nominal
value £0.0005 per share (the “Ordinary Shares”), of Exscientia plc, a corporation incorporated in England and Wales
(the “Issuer”). Capitalized terms used herein and not otherwise defined shall have the same meanings ascribed to them in
the Schedule 13D.
Item
4. | Purpose
of Transaction. |
Item
4 of the Schedule 13D is hereby amended and supplemented as follows:
Recursion
Pharmaceuticals, Inc. Merger
On
November 20, 2024 (the “Effective Time”), Recursion Pharmaceuticals, Inc. (“Recursion”) acquired the entire issued
and to be issued share capital of the Issuer (the “Transaction”) in accordance with the terms of Transaction Agreement, dated
as of August 8, 2024, by and between the Recursion and the Issuer, as amended by the First Amendment to the Transaction Agreement (the
“First Amendment”), dated as of November 5, 2024 (as amended, the “Transaction Agreement”) and a scheme of arrangement
under Part 26 of the United Kingdom Companies Act 2006 (the “Scheme of Arrangement”), and the Issuer became a wholly owned
subsidiary of Recursion.
Pursuant
to the Transaction Agreement and the Scheme of Arrangement, at the Effective Time, each Ordinary Share of the Issuer outstanding as of
the Effective Time (each a “Scheme Share”) was acquired by Recursion (or, at Recursion’s direction, by a nominee) from
the holders of the Scheme Shares in exchange for 0.7729 shares of Class A Common Stock of the Recursion (the “Share Deliverable”
and collectively the “Exchange Shares”). Holders of ADSs, including SVF II Excel (DE) LLC, were entitled to receive an amount
of Exchange Shares equal to the Share Deliverable per ADS.
In
connection with the completion of the Transaction, the ADSs, which previously traded under the symbol “EXAI,” ceased trading
on Nasdaq and will be delisted from Nasdaq.
Item
5. | Interest
in Securities of the Issuer. |
Item
5 of the Schedule 13D is amended and restated in its entirety as follows:
(a)
– (b)
This
Amendment No. 2 is being filed to report that, as of November 20, 2024, the Reporting Persons do not beneficially own any Ordinary Shares.
(c) | During
the past 60 days, none of the Reporting Persons or the Related Persons have effected any
transactions in the Ordinary Shares, other than as described in Item 4 above. |
| |
(d) |
None. |
|
|
(e) | As
of November 20, 2024, the Reporting Persons ceased to be the beneficial owners of more than
five percent of the outstanding Ordinary Shares. |
CUSIP
No. 30223G102 |
13D |
Page
6 of 6 pages |
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
November 22, 2024
|
SVF
II Excel (DE) LLC |
|
|
|
|
By: |
/s/
Jonathan Duckles |
|
Name: |
Jonathan
Duckles |
|
Title:
|
Director |
|
|
|
|
SVF
II Investment Holdings (Subco) LLC |
|
|
|
|
By: |
/s/
Jonathan Duckles |
|
Name: |
Jonathan
Duckles |
|
Title:
|
Director |
|
|
|
|
SB
Global Advisers Limited |
|
|
|
|
By: |
/s/
Alex Clavel |
|
Name: |
Alex
Clavel |
|
Title:
|
Director |
|
|
|
|
SoftBank
Group Corp. |
|
|
|
|
By:
|
/s/
Yuko Yamamoto |
|
Name:
|
Yuko
Yamamoto |
|
Title:
|
Head
of Corporate Legal Department |
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