424B3 1 d248993d424b3.htm 424B3 424B3
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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-262529

 

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF

SVF INVESTMENT CORP. 3

PROSPECTUS FOR

41,040,000 SHARES OF CLASS A COMMON STOCK

OF

SVF INVESTMENT CORP. 3 (AFTER ITS DOMESTICATION AS A

CORPORATION INCORPORATED IN THE STATE OF DELAWARE AND RENAMING

AS SYMBOTIC INC. IN CONNECTION WITH THE DOMESTICATION)

AND

487,379,565 SHARES OF CLASS A COMMON STOCK OF SYMBOTIC INC. WHICH MAY BE ISSUED UPON EXCHANGE OF UNITS IN NEW SYMBOTIC HOLDINGS (AS DEFINED BELOW)

 

Dear Shareholder:

On December 12, 2021, (a) SVF Investment Corp. 3 (“SVF 3”) and Saturn Acquisition (DE) Corp. (“Merger Sub”), a wholly owned subsidiary of SVF 3, entered into an Agreement and Plan of Merger (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) with Warehouse Technologies LLC (“Warehouse”) and Symbotic Holdings LLC, a wholly owned subsidiary of Warehouse (“Symbotic Holdings”, and together with Warehouse and its other subsidiaries, “Symbotic”), and (b) Warehouse and Symbotic Holdings entered into an Agreement and Plan of Merger (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Company Merger Agreement”). If the Company Merger Agreement, the Merger Agreement, the transactions contemplated thereby and the related matters described herein are adopted by our shareholders and Warehouse’s unitholders, as applicable, (i) Warehouse will merge with and into Symbotic Holdings (the “Company Reorganization”), with Symbotic Holdings surviving the merger (sometimes hereinafter referred to as “Interim Symbotic”) and (ii) immediately thereafter, Merger Sub will merge with and into Interim Symbotic (the “Merger,” and, together with the Domestication and the other transactions contemplated by the Merger Agreement, the “Business Combination”), with Interim Symbotic surviving the merger as a subsidiary of the Post-Combination Company (“New Symbotic Holdings”). Prior to the consummation of the Merger (the “Closing”), SVF 3 will transfer by way of continuation from the Cayman Islands and domesticate as a Delaware corporation (the “Domestication”). Following the Domestication and simultaneously with the Business Combination, SVF 3 will change its corporate name to “Symbotic Inc.” (the “Post-Combination Company” or “Symbotic Inc.”).

The organizational structure following the Closing will be what is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies (such as Warehouse) undertaking an initial public offering. The Up-C structure allows unitholders of Warehouse to retain their direct equity ownership in New Symbotic Holdings, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of common units of New Symbotic Holdings (the “New Symbotic Holdings Common Units”) following the Closing.

The aggregate consideration to be paid to unitholders of Warehouse in the Business Combination will be based on an equity value for Warehouse (the “Equity Value”) equal to the sum of (i) $4,500,000,000, plus (ii) the Repurchase Amount, plus (iii) the amount of any cash received or paid by Warehouse on or prior to the Closing in connection with the settlement of any Warehouse warrants currently outstanding (the “Net Warrant Exercise Proceeds”). The Repurchase Amount is an amount equal to (i) $126,000,000 plus (ii) the Net Warrant Exercise Proceeds, provided that the Repurchase Amount shall not exceed $300,000,000 or be less than $0. On December 15, 2021, Walmart, Inc. (“Walmart”) consummated the gross exercise of vested warrant units for $173,795,651, and therefore, the Net Warrant Exercise Proceeds and the Repurchase Amount are currently $173,795,651 and approximately $300,000,000, respectively.

In connection with the Company Reorganization, each unit of Warehouse, other than any units of Warehouse with respect to which appraisal or dissenters’ rights shall have been perfected and not waived, withdrawn or lost, will be converted into the right to receive a number of common units of Interim Symbotic (the “Interim Symbotic Common Units”) equal to (i) the amount such unit of Warehouse would have been entitled to


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receive had the Equity Value been distributed in cash pursuant to the Fifth Amended and Restated Limited Liability Company Agreement of Warehouse, dated as of April 30, 2021 (the “Warehouse LLCA”), divided by (ii) $10.00.

Immediately after the consummation of the Company Reorganization, in connection with the Merger, each Interim Symbotic Common Unit issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) will be converted into:

 

  a)

the right to receive a number of New Symbotic Holdings Common Units (deemed to have a value of $10.00 per unit) equal to the quotient of: (i) the Equity Value, divided by (ii) $10.00, divided by (iii) the number of Interim Symbotic Common Units issued and outstanding on a fully diluted basis immediately prior to the Effective Time;

 

  b)

with respect to Interim Symbotic Common Units held by Richard B. Cohen (the “Symbotic Founder”), certain family members of the Symbotic Founder and certain affiliated entities and trusts of the Symbotic Founder and his family members, the right to receive a number of the Post-Combination Company’s Class V-3 common stock, par value $0.0001 per share, equal to the number of New Symbotic Holdings Common Units received by such party pursuant to the foregoing clause (a);

 

  c)

with respect to Interim Symbotic Common Units held by holders other than those set forth in the foregoing clause (b), the right to receive a number of the Post-Combination Company’s Class V-1 common stock, par value $0.0001 per share, equal to the number of New Symbotic Holdings Common Units received by such party pursuant to the foregoing clause (a); and

 

  d)

the contingent right to receive certain earnout interests.

Following the Closing, holders of New Symbotic Holdings Common Units (other than Symbotic Inc.) will, subject to certain limitations, have the right to cause New Symbotic Holdings to acquire all or a portion of their New Symbotic Holdings Common Units and corresponding shares of Class V-1 common stock or Class V-3 common stock of Symbotic Inc., which may be settled for, at Symbotic Inc.’s election, (i) one share of Class A common stock of Symbotic Inc., subject to conversion rate adjustments for stock splits, stock dividends and reclassification, or (ii) an equivalent amount of cash. These acquisitions of New Symbotic Holdings Common Units will provide potential future tax benefits for Symbotic Inc. and for the holders of New Symbotic Holdings Common Units at the Closing.

Following (but on the date of) the Closing, pursuant to the Unit Purchase Agreement between SVF 3, Warehouse, Symbotic Holdings and certain affiliated entities and trusts of the Symbotic Founder and his family members, the Post-Combination Company will purchase from such affiliated entities and trusts of the Symbotic Founder and his family members an aggregate number of New Symbotic Holdings Common Units equal to the Repurchase Amount, divided by $10.00 (such New Symbotic Holdings Common Units, the “Purchase Units”), in each case, at a price of $10.00 per Purchase Unit in cash (the “Unit Purchase”).

Based on the number of units of Warehouse outstanding and the number of units of Symbotic Holdings outstanding, in each case as of May 6, 2022, and assuming that, in connection with the Company Reorganization, each holder of units of Warehouse, including the Class A Common Units, the Class C Common Units, the Class B Preferred Units, the Class B-1 Preferred Units and the Class B-2 Preferred Units (collectively, the “Warehouse Units”), will receive, in exchange for their Warehouse Units, a number of Interim Symbotic Common Units equal to the amount the holder of such Warehouse Units would have been entitled to receive had the Equity Value been distributed in cash pursuant to the distribution waterfall set forth in the Warehouse LLCA, divided by $10.00 (i) the estimated Exchange Ratio (as defined herein) of New Symbotic Holdings Common Units for each unit of Symbotic Holdings is 1.0 and (ii) holders of Interim Symbotic Common Units as of immediately prior to the Closing will hold (through their ownership of the Post-Combination Company’s Class V-1 common stock and Class V-3 common stock), directly or indirectly, in the aggregate, approximately 86% of the issued and outstanding shares of the Post-Combination Company’s common stock immediately following the Closing and the consummation of the Unit Purchase, assuming No Redemptions (as defined herein). Each share of the Post-Combination Company’s Class A and Class V-1 common stock is entitled to one vote per share, while each share


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of the Post-Combination Company’s Class V-3 common stock is entitled to three votes per share. Accordingly, assuming No Redemptions, holders of the Post-Combination Company’s Class A and Class V-1 common stock will have 8.9% of the voting power of the Post-Combination Company while holders of the Post-Combination Company’s Class V-3 common stock, held by the Symbotic Founder, certain family members of the Symbotic Founder and certain affiliated entities and trusts of the Symbotic Founder and his family members, will have 91.1% of the voting power of the Post-Combination Company. SVF 3’s Class A ordinary shares are publicly traded on the Nasdaq Capital Market (“NASDAQ”) under the symbol “SVFC.” We intend to apply to list the Post-Combination Company’s Class A common stock on NASDAQ under the symbol “SYM” upon the Closing.

 

In connection with the execution of the Merger Agreement, SVF 3 entered into subscription agreements (collectively, the “Subscription Agreements”) with certain parties subscribing for shares of the Post-Combination Company’s Class A common stock (the “Subscribers”) pursuant to which the Subscribers have agreed to purchase, and SVF 3 has agreed to sell to the Subscribers, an aggregate of 20,500,000 shares of Class A common stock at a purchase price of $10.00 per share for an aggregate purchase price of $205,000,000. The obligations to consummate the transactions contemplated by the Subscription Agreements are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Merger Agreement.

SVF 3 will hold an extraordinary general meeting of shareholders in lieu of the 2022 annual general meeting of shareholders (the “Extraordinary General Meeting”) to consider matters relating to the proposed Business Combination. SVF 3, Merger Sub, Warehouse and Symbotic Holdings cannot complete the Business Combination unless SVF 3’s shareholders consent to the approval of the Merger Agreement and the transactions contemplated thereby, including the issuance of the Post-Combination Company’s common stock to be issued as the merger consideration and the Domestication, and Warehouse’s unitholders consent to the adoption and approval of the Merger Agreement, the Company Merger Agreement and the transactions contemplated thereby. SVF 3 is sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/prospectus.

The Extraordinary General Meeting will be held at 9:00 a.m. eastern time, on June 3, 2022, in virtual format. For the purposes of SVF 3’s amended and restated memorandum and articles of association, the physical location of the meeting shall be at the offices of Walkers (190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands).

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF ORDINARY SHARES YOU OWN. To ensure your representation at the Extraordinary General Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to attend the meeting. Submitting a proxy now will NOT prevent you from being able to vote in person (which would include presence at a virtual meeting) at the meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

The SVF 3 board of directors has unanimously approved the Merger Agreement and the transactions contemplated thereby and recommends that SVF 3 shareholders vote “FOR” the approval of the Merger Agreement and the Business Combination generally, “FOR” the Domestication, “FOR” the issuance of common stock to be issued as the merger consideration and “FOR” the other matters to be considered at the Extraordinary General Meeting.

This proxy statement/prospectus provides you with detailed information about the proposed Business Combination. It also contains or references information about SVF 3, Warehouse and Symbotic Holdings and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 31 for a discussion of the risks you should consider in evaluating the proposed Business Combination and how it will affect you.


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If you have any questions regarding the accompanying proxy statement/prospectus, you may contact Morrow Sodali, SVF 3’s proxy solicitor, at (800) 662-5200.

 

Sincerely,
/s/ Ioannis Pipilis
Ioannis Pipilis
Chairman of the Board and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Business Combination, the issuance of common stock in connection with the Business Combination or the other transactions described in this proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated May 9, 2022, and is first being mailed to shareholders of SVF 3 on or about May 9, 2022.


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SVF INVESTMENT CORP. 3

1 Circle Star Way

San Carlos, California 94070

NOTICE OF

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS IN LIEU OF THE 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 3, 2022

TO THE SHAREHOLDERS OF SVF INVESTMENT CORP. 3:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders in lieu of the 2022 annual general meeting of shareholders of SVF Investment Corp. 3 (“SVF 3”), a Cayman Islands exempted company, will be held at 9:00 a.m. eastern time, on June 3, 2022, in virtual format (the “Extraordinary General Meeting”). For the purposes of SVF 3’s amended and restated memorandum and articles of association (the “Articles”), the physical location of the meeting shall be at the offices of Walkers (190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands). You are cordially invited to attend the Extraordinary General Meeting, which will be held for the following purposes:

(1) The Business Combination Proposal—To consider and vote upon a proposal to approve, by ordinary resolution under Cayman Islands law, the Business Combination and adopt the Agreement and Plan of Merger, dated as of December 12, 2021 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among SVF 3, Saturn Acquisition (DE) Corp., a wholly owned subsidiary of SVF 3 (“Merger Sub”), Warehouse Technologies LLC (“Warehouse”) and Symbotic Holdings LLC, a wholly owned subsidiary of Warehouse (“Symbotic Holdings,” and, together with Warehouse and its other subsidiaries, “Symbotic”), and the transactions contemplated thereby, pursuant to which, among other things, (a) SVF 3 will deregister as an exempted company in the Cayman Islands and continue and domesticate as a corporation in the State of Delaware, (b) Merger Sub will merge with and into Interim Symbotic (as defined herein) with Interim Symbotic surviving the merger as a subsidiary of the Post-Combination Company (the “Merger,” and, together with the Domestication (as defined herein) and the other transactions contemplated by the Merger Agreement, the “Business Combination”). A copy of the Merger Agreement is attached to this proxy statement/prospectus (the “proxy statement/prospectus”) as Annex A (Proposal No. 1);

(2) The Domestication Proposal—To consider and vote upon a proposal to approve, by special resolution under Cayman Islands law, assuming the Business Combination Proposal is approved and adopted, the change of SVF 3’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (Proposal No. 2);

(3) The Organizational Documents Proposal—To consider and vote upon a proposal to approve and adopt, by special resolution under Cayman Islands law, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, the proposed new certificate of incorporation (the “Proposed Charter”) and bylaws (the “Proposed Bylaws,” and, together with the Proposed Charter, the “Proposed Organizational Documents”) of SVF 3 following the consummation of the Business Combination (the “Post-Combination Company” or “Symbotic Inc.”), which, if approved, would take effect at the time of the Domestication (Proposal No. 3);

(4) The Governance Proposals—To consider and vote upon, by ordinary resolution under Cayman Islands law, on a non-binding advisory basis, separate proposals with respect to certain governance provisions in the Proposed Charter in order to give holders of SVF 3’s ordinary shares the opportunity to present their separate views on important corporate governance procedures (Proposal No. 4);

(5) The Director Election Proposal—To consider and vote upon a proposal to elect, by ordinary resolution under Cayman Islands law, eight directors to serve on the Board of Directors of the Post-Combination Company until the 2023 annual meeting of stockholders or until their respective


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successors are duly elected and qualified, or until their earlier resignation, removal or death (Proposal No. 5);

(6) The Merger Issuance Proposal—To consider and vote upon a proposal to approve, by ordinary resolution under Cayman Islands law, for purposes of complying with applicable listing rules of the Nasdaq Capital Market (“NASDAQ”), the issuance of shares of common stock pursuant to the Business Combination (Proposal No. 6);

(7) The Subscription Agreements Proposal—To consider and vote upon a proposal to approve, by ordinary resolution under Cayman Islands law, for purposes of complying with applicable listing rules of NASDAQ, the issuance of shares of Class A common stock pursuant to the Subscription Agreements (as defined herein) (Proposal No. 7);

(8) The Incentive Compensation Plan Proposal—To consider and vote upon a proposal to approve and adopt, by ordinary resolution under Cayman Islands law, the Incentive Compensation Plan (as defined herein) (Proposal No. 8);

(9) The ESPP Proposal—To consider and vote upon a proposal to approve and adopt, by ordinary resolution under Cayman Islands law, the ESPP (as defined herein) (Proposal No. 9); and

(10) The Adjournment Proposal—To consider and vote upon a proposal to approve, by ordinary resolution under Cayman Islands law, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies (i) to ensure that any required supplement or amendment to the proxy statement or prospectus is provided to SVF 3’s shareholders, and/or (ii) in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal, the Incentive Compensation Plan Proposal or the ESPP Proposal, or we determine that one or more of the closing conditions to Merger Agreement is not satisfied or waived (Proposal No. 10).

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of SVF 3 ordinary shares at the close of business on April 25, 2022 (the “SVF 3 Record Date”) are entitled to notice of the Extraordinary General Meeting and to vote and have their votes counted at the Extraordinary General Meeting and any adjournments or postponements of the Extraordinary General Meeting.

Pursuant to SVF 3’s existing Articles, SVF 3 will provide holders of its Public Shares (as defined herein) with the opportunity to redeem their Public Shares (which would become shares of Class A common stock in the Post-Combination Company in the Domestication) for cash equal to their pro rata share of the aggregate amount on deposit in SVF 3’s Trust Account (as defined herein), which holds the proceeds of the SVF 3 IPO (as defined herein), as of two business days prior to the consummation of the transactions contemplated by the Business Combination Proposal (including interest earned on the funds held in the Trust Account and not previously released to SVF 3 to pay its taxes). For illustrative purposes, based on funds in the Trust Account of approximately $320.0 million on December 31, 2021, the estimated per share redemption price would have been approximately $10.00, excluding additional interest earned on the funds held in the Trust Account and not previously released to SVF 3 to pay its taxes. Public Shareholders (as defined herein) may elect to redeem their shares even if they vote for the Business Combination Proposal. A Public Shareholder, together with any affiliate or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares without the consent of SVF 3. Accordingly, all Public Shares in excess of 15% held by a Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed for cash without the consent of SVF 3. SVF Sponsor III (DE) LLC, a Delaware limited liability company (the “Sponsor”), and SVF 3’s directors and officers have agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary shares they may hold. Currently, the Initial Shareholders (as defined herein) and SVF 3’s directors and officers own 22.3% of SVF 3’s ordinary shares, consisting of the Founder Shares (as defined herein), the Private


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Placement Shares (as defined herein) and 112,500 Public Shares. Founder Shares and Private Placement Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. The Sponsor and SVF 3’s directors and officers have agreed to vote any ordinary shares owned by them in favor of each of the proposals presented at the Extraordinary General Meeting.

After careful consideration, SVF 3’s board of directors has determined that the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Governance Proposals, the Director Election Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal, the Incentive Compensation Plan Proposal, the ESPP Proposal and the Adjournment Proposal are fair to and in the best interests of SVF 3 and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Organizational Documents Proposal, “FOR” the Governance Proposals, “FOR” the Director Election Proposal, “FOR” the Merger Issuance Proposal, “FOR” the Subscription Agreements Proposal, “FOR” the Incentive Compensation Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal, if presented.

Consummation of the Business Combination is conditional on approval of each of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal, the Incentive Compensation Plan Proposal and the ESPP Proposal. If any of these proposals is not approved, the other proposals, except the Adjournment Proposal, will not be presented to shareholders for a vote. The Adjournment Proposal is not conditioned on the approval of any other proposal and may be brought before the Extraordinary General Meeting as the first proposal to be voted on. The proxy statement/prospectus accompanying this notice explains the Merger Agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Extraordinary General Meeting. Please review the proxy statement/prospectus carefully.

All SVF 3 shareholders are cordially invited to attend the Extraordinary General Meeting in virtual format. SVF 3 shareholders may attend, vote and examine the list of SVF 3 shareholders entitled to vote at the Extraordinary General Meeting by visiting https://www.cstproxy.com/svfc/2022 and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. In light of public health concerns regarding the coronavirus (“COVID-19”) pandemic, the Extraordinary General Meeting will be held in virtual meeting format and it is recommended that you do not attend the Extraordinary General Meeting physically. To ensure your representation at the Extraordinary General Meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Extraordinary General Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

 

By Order of the Board of Directors
/s/ Ioannis Pipilis
Ioannis Pipilis
Chairman of the Board and Chief Executive Officer

If you return your proxy card without an indication of how you wish to vote, your shares will be voted in favor of each of the proposals. To exercise your redemption rights, you must elect to have SVF 3 redeem your shares for a pro rata portion of the funds held in the Trust Account and tender your shares to SVF 3’s transfer agent at least two business days prior to the vote at the Extraordinary General Meeting. You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (deposit and withdrawal at custodian) system. If the Business


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Combination is not completed, then these shares will not be redeemed for cash. If you hold the shares in street name, you will need to instruct the account executive at your banks or brokers to withdraw the shares from your account in order to exercise your redemption rights. See “SVF 3’s Extraordinary General Meeting of Shareholders in lieu of the 2022 Annual General Meeting of Shareholders—Redemption Rights” for more specific instructions.


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TABLE OF CONTENTS

 

     Page  

ADDITIONAL INFORMATION

     iii  

BASIS OF PRESENTATION AND GLOSSARY

     iv  

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

     viii  

INDUSTRY AND MARKET DATA

     ix  

FORWARD-LOOKING STATEMENTS

     x  

QUESTIONS AND ANSWERS

     xiii  

SUMMARY

     1  

MARKET PRICE AND DIVIDEND INFORMATION

     30  

RISK FACTORS

     31  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     84  

COMPARATIVE PER SHARE INFORMATION

     99  

SVF 3’S EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS IN LIEU OF THE 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS

     101  

PROPOSAL NO. 1—THE BUSINESS COMBINATION PROPOSAL

     111  

PROPOSAL NO. 2—THE DOMESTICATION PROPOSAL

     112  

PROPOSAL NO. 3—THE ORGANIZATIONAL DOCUMENTS PROPOSAL

     117  

PROPOSAL NO. 4—THE GOVERNANCE PROPOSALS

     118  

PROPOSAL NO. 5—THE DIRECTOR ELECTION PROPOSAL

     126  

PROPOSAL NO. 6—THE MERGER ISSUANCE PROPOSAL

     130  

PROPOSAL NO. 7—THE SUBSCRIPTION AGREEMENTS PROPOSAL

     132  

PROPOSAL NO. 8—THE INCENTIVE COMPENSATION PLAN PROPOSAL

     133  

PROPOSAL NO. 9—THE ESPP PROPOSAL

     139  

PROPOSAL NO. 10—THE ADJOURNMENT PROPOSAL

     142  

INFORMATION ABOUT SVF 3

     143  

MANAGEMENT OF SVF 3

     148  

SELECTED HISTORICAL FINANCIAL INFORMATION OF SVF 3

     158  

SVF 3’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     159  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF SVF 3 AND THE POST-COMBINATION COMPANY

     166  

INFORMATION ABOUT SYMBOTIC

     172  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF SYMBOTIC

     190  

SYMBOTIC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     191  

MANAGEMENT OF THE POST-COMBINATION COMPANY

     211  

EXECUTIVE COMPENSATION

     219  

THE BUSINESS COMBINATION

     224  

ANTICIPATED ACCOUNTING TREATMENT

     256  

PUBLIC TRADING MARKETS

     257  

THE MERGER AGREEMENT

     258  

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

     276  

COMPARISON OF EQUITYHOLDERS’ RIGHTS

     287  

DESCRIPTION OF CAPITAL STOCK OF THE POST-COMBINATION COMPANY

     293  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

     300  

PRICE RANGE OF SECURITIES AND DIVIDENDS

     306  

EXPERTS

     307  

LEGAL MATTERS

     308  

OTHER MATTERS

     309  

APPRAISAL RIGHTS

     310  

 

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     Page  

WHERE YOU CAN FIND MORE INFORMATION

     311  

INDEX TO FINANCIAL STATEMENTS

     F-1  

ANNEX A—AGREEMENT AND PLAN OF MERGER

     A-1  

ANNEX B—PROPOSED CERTIFICATE OF INCORPORATION OF SYMBOTIC INC.

     B-1  

ANNEX C—PROPOSED BYLAWS OF SYMBOTIC INC.

     C-1  

ANNEX D—FORM OF SYMBOTIC INC. 2022 OMNIBUS INCENTIVE COMPENSATION PLAN

     D-1  

ANNEX E—FORM OF SYMBOTIC INC. 2022 EMPLOYEE STOCK PURCHASE PLAN

     E-1  

ANNEX F—AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SVF 3

     F-1  

ANNEX G—EQUITYHOLDERS SUPPORT AGREEMENT

     G-1  

ANNEX H—SPONSOR SUPPORT AGREEMENT

     H-1  

ANNEX I—SPONSOR LETTER AGREEMENT

     I-1  

ANNEX J—UNIT PURCHASE AGREEMENT

     J-1  

ANNEX K—FORM OF TAX RECEIVABLE AGREEMENT

     K-1  

ANNEX L—FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

     L-1  

ANNEX M—FORM OF SUBSCRIPTION AGREEMENT

     M-1  

ANNEX N—FORM OF NEW SYMBOTIC HOLDINGS LLC AGREEMENT

     N-1  

ANNEX O—FORWARD PURCHASE AGREEMENT

     O-1  

 

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ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus.

If you have questions about the Business Combination or the Extraordinary General Meeting, or if you need to obtain copies of the enclosed proxy statement/prospectus, proxy card or other documents incorporated by reference in the proxy statement/prospectus, you may contact SVF 3’s proxy solicitor listed below. You will not be charged for any of the documents you request.

Morrow Sodali

333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902

Individuals call toll-free: (800) 662-5200

Banks and Brokerage Firms, please call: (203) 658-9400

Email: SVFC.info@investor.morrowsodali.com

In order for you to receive timely delivery of the documents in advance of the Extraordinary General Meeting to be held on June 3, 2022, you must request the information no later than five business days prior to the date of the Extraordinary General Meeting, by May 26, 2022.

For a more detailed description of the information incorporated by reference in the enclosed proxy statement/prospectus and how you may obtain it, see the section captioned “Where You Can Find More Information” beginning on page 311 of the enclosed proxy statement/prospectus.

 

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BASIS OF PRESENTATION AND GLOSSARY

As used in this proxy statement/prospectus, unless otherwise noted or the context otherwise requires, references to:

Articles” are to SVF 3’s amended and restated memorandum and articles of association (attached hereto as Annex F);

Board” are to the board of directors of SVF 3 prior to the Business Combination, and the board of directors of the Post-Combination Company after the Business Combination;

Business Combination” are to the Merger, the Domestication and the other transactions contemplated by the Merger Agreement;

Class V-1 common stock” are to the shares of Class V-1 common stock, par value $0.0001 per share, of the Post-Combination Company;

Class V-3 common stock” are to the shares of Class V-3 common stock, par value $0.0001 per share, of the Post-Combination Company;

Closing” are to the consummation of the Merger;

Closing Date” are to the date on which the Closing occurs;

Code” are to the Internal Revenue Code of 1986, as amended;

Company Merger Agreement” are to the Agreement and Plan of Merger, dated as of December 12, 2021, by and between Warehouse and Symbotic Holdings, as it may be amended and/or restated from time to time;

Company Reorganization” are to the merger of Warehouse with and into Symbotic Holdings, with Symbotic Holdings surviving the merger;

Completion Window” are to the period following the completion of the SVF 3 IPO at the end of which, if SVF 3 has not completed its initial business combination, it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to SVF 3 to fund Regulatory Withdrawals (as defined in the Articles), subject to an annual limit of $250,000, for a maximum of 24 months and/or to pay income taxes, if any, (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of SVF 3’s remaining shareholders and the Board, dissolve and liquidate, subject in the case of clauses (ii) and (iii), to SVF 3’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Completion Window ends on March 11, 2023;

Condition Precedent Proposals” are to the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal, the Incentive Compensation Plan Proposal and the ESPP Proposal;

DGCL” are to the Delaware General Corporation Law, as amended;

Domestication” refers to the continuation of SVF 3 by way of domestication of SVF 3 into a Delaware corporation, with the ordinary shares of SVF 3 becoming shares of common stock of the Delaware corporation

 

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under the applicable provisions of the Cayman Islands Companies Act (2021 Revision) and the DGCL; the term includes all matters and necessary or ancillary changes in order to effect such Domestication, including the adoption of the Proposed Charter (substantially in the form attached hereto as Annex B) consistent with the DGCL and changing the name and registered office of SVF 3;

Earnout Interests” are to the contingent rights of holders of outstanding Interim Symbotic Common Units as of the Effective Time to receive up to an aggregate of 20,000,000 New Symbotic Holdings Common Units and an equal number of shares of the Post-Combination Company’s Class V-1 common stock (or such other shares or other securities into which such New Symbotic Holdings Common Units and/or the Post-Combination Company’s Class V-1 common stock are converted, exchanged, reclassified or otherwise changed, as the case may be, from time to time);

Effective Time” are to the effective time of the Merger;

Equity Value” are to an equity value for Warehouse equal to the sum of (i) $4,500,000,000, plus (ii) the Repurchase Amount, plus (iii) the Net Warrant Exercise Proceeds;

ESPP” are to the Symbotic Inc. 2022 Employee Stock Purchase Plan;

Exchange Act” are to the Securities Exchange Act of 1934, as amended;

Exchange Ratio” are to the number of New Symbotic Holdings Common Units equal to the quotient of (subject to rounding): (i) the Equity Value, divided by (ii) $10.00, divided by (iii) the number of Interim Symbotic Common Units issued and outstanding on a fully diluted basis immediately prior to the Effective Time, of which the holders of each outstanding Interim Symbotic Common Unit, at the Effective Time, immediately after the consummation of the Company Reorganization, are entitled to receive;

Forward Purchase Investor” are to SVF II SPAC Investment 3 (DE) LLC, an affiliate of the Sponsor and a party to the forward purchase agreement;

Founder Shares” are to SVF 3’s Class B ordinary shares and SVF 3’s Class A ordinary shares issued upon the automatic conversion thereof at the time of SVF 3’s initial business combination as provided herein. The 8,000,000 Founder Shares are held of record by the Initial Shareholders as of the SVF 3 Record Date;

GAAP” are to generally accepted accounting principles in the United States, as applied on a consistent basis.

Initial Shareholders” are to the Sponsor and certain directors of SVF 3 who hold Founder Shares as of the date of this proxy statement/prospectus;

Interim Symbotic” are to Symbotic Holdings following the consummation of the Company Reorganization and prior to the consummation of the Business Combination;

Interim Symbotic Common Units” are to common units of Interim Symbotic;

Investment Company Act” are to the Investment Company Act of 1940, as amended;

Merger” are to the merger of Merger Sub with and into Interim Symbotic with Interim Symbotic surviving the merger as a subsidiary of the Post-Combination Company;

Merger Agreement” are to the Agreement and Plan of Merger, dated as of December 12, 2021, by and among SVF 3, Merger Sub, a wholly owned subsidiary of SVF 3, Warehouse and Symbotic Holdings, as it may be amended and/or restated from time to time;

Merger Sub” are to Saturn Acquisition (DE) Corp.;

Minimum Cash Condition” are to the requirement of SVF 3 to have at least $350,000,000 of Closing SVF Cash (as defined in the Merger Agreement);

 

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New Symbotic Holdings” are to Symbotic Holdings following the consummation of the Company Reorganization and the Business Combination;

New Symbotic Holdings Common Units” are to common units of New Symbotic Holdings;

New Symbotic Holdings LLC Agreement” are to New Symbotic Holdings’ Second Amended and Restated LLC Agreement;

Net Warrant Exercise Proceeds” are to the amount of any cash received or paid by Warehouse on or prior to the Closing in connection with the settlement of any Warehouse warrants currently outstanding, which amount is currently $173,795,651;

ordinary resolution” means a resolution of SVF 3 adopted by the affirmative vote of at least a majority of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of SVF 3 and entitled to vote on such matter, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter;

ordinary shares” are to SVF 3’s Class A ordinary shares and Class B ordinary shares;

PIPE Investment” are to the transactions contemplated by the Subscription Agreements, pursuant to which the Subscribers have agreed to purchase, and SVF 3 has agreed to sell to the Subscribers, an aggregate of 20,500,000 shares of Class A common stock at a purchase price of $10.00 per share for an aggregate purchase price of $205,000,000;

Post-Combination Company” and “Symbotic Inc.” are to SVF 3 following the consummation of the Business Combination;

Private Placement Shares” are to the 1,040,000 SVF 3 Class A ordinary shares purchased by the Sponsor at the time of the SVF 3 IPO;

Public Shares” are to shares of SVF 3’s Class A ordinary shares sold in the SVF 3 IPO (whether they were purchased in the SVF 3 IPO or thereafter in the open market);

Public Shareholders” are to the holders of SVF 3’s Public Shares, including the Sponsor and SVF 3’s directors and officers to the extent the Sponsor and SVF 3’s directors or officers hold Public Shares; provided, that each of their status as a “Public Shareholder” shall only exist with respect to such Public Shares;

Repurchase Amount” are to an amount equal to (i) $126,000,000 plus (ii) the Net Warrant Exercise Proceeds, provided that the Repurchase Amount shall not exceed $300,000,000 or be less than $0; on December 15, 2021, Walmart consummated the gross exercise of vested warrant units for $173,795,651, and therefore, the Net Warrant Exercise Proceeds and the Repurchase Amount are currently $173,795,651 and approximately $300,000,000, respectively;

SEC” are to the Securities and Exchange Commission;

Securities Act” are to the Securities Act of 1933, as amended;

special resolution” means a resolution of SVF 3 adopted by the affirmative vote of at least a two-thirds (2/3) majority (or such higher threshold as specified in the Articles) of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of SVF 3 and entitled to vote on such matter, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter;

Sponsor” are to SVF Sponsor III (DE) LLC, a Delaware limited liability company;

 

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Sponsor Support Agreement” are to the Sponsor Support Agreement, dated December 12, 2021, among Warehouse, Sponsor and SVF 3’s directors and officers;

SVF 3” are to SVF Investment Corp. 3;

SVF 3 Board” are to the board of directors of SVF 3;

SVF 3 IPO” are to the initial public offering of 32,000,000 Class A ordinary shares by SVF 3 which closed on March 11, 2021;

SVF 3 Trust Agreement” is to the Investment Management Trust Agreement, dated as of March 8, 2021, between SVF 3 and Continental Stock Transfer & Trust Company, as trustee.

Symbotic Holdings” are to Symbotic Holdings LLC;

Symbotic” are to Warehouse and its subsidiaries, including Symbotic Holdings, Symbotic LLC and Symbotic Canada ULC;

Trust Account” are SVF 3’s trust account, which contains the net proceeds of the SVF 3 IPO and a portion of the proceeds of the Private Placement Shares;

Walmart” are to Walmart Inc.;

Warehouse” are to Warehouse Technologies LLC;

we,” “us” and “our” are to SVF 3 prior to the consummation of the Business Combination and the Post-Combination Company following the consummation of the Business Combination; and

“Working Capital Loans” are loans made to SVF 3 by Sponsor or an affiliate of our Sponsor or certain of our directors and officers in order to finance transaction costs in connection with SVF 3’s initial business combination, up to $2,000,000 of which may be convertible into Class A ordinary shares of the post-business combination entity at a price of $10.00 per share at the option of the lender.

Unless specified otherwise, amounts in this proxy statement/prospectus are presented in United States (“U.S.”) dollars.

Defined terms in the financial statements contained in this proxy statement/prospectus have the meanings ascribed to them in the financial statements.

 

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TRADEMARKS, TRADE NAMES AND SERVICE MARKS

SVF 3, Warehouse, Symbotic Holdings and their subsidiaries own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their business. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ®, and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

 

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INDUSTRY AND MARKET DATA

Unless the context otherwise requires, all references in this section to “we,” “us” or “our” refer to Symbotic prior to the consummation of the Business Combination, which will be the business of Symbotic Inc. and its subsidiaries following the consummation of the Business Combination.

Unless otherwise indicated, information in this proxy statement/prospectus concerning economic conditions, our industry, the markets in which we operate and our competitive position is based on a variety of sources, including information from independent industry analysts and publications, as well as our own estimates and research. Certain of these sources were published before the COVID-19 pandemic and therefore do not reflect any impact of COVID-19 on any specific market or globally. Our estimates are derived from publicly available information released by independent third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of our industry and the markets in which we operate, which we believe to be reasonable. Although we believe the data from these third-party sources is reliable, we have not independently verified any such information, and these sources generally state that the information they contain has been obtained from sources believed to be reliable. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by independent third parties and by us.

In particular, certain information identified in this proxy statement/prospectus is contained in the following third-party industry sources:

 

   

insightQuote’s 2021 Warehousing Cost Survey Reveals Expected Increases as Pandemic Fuels Fulfillment Industry Growth, May 2021, WarehousingAndFulfillment.com;

 

   

Warehousing and Fulfillment 2017 Warehouse Costs and Pricing Survey, August 2017, WarehousingAndFulfillment.com; and

 

   

Annual Total Separations Rates by Industry and Region, March 2021, U.S. Bureau of Labor Statistics.

We also identify certain information in this proxy statement/prospectus from the following third-party industry source, which was commissioned by us (not in connection with the preparation of this proxy statement/prospectus or the registration statement of which it forms a part):

 

   

Total & Strategic Addressable Market: US, Canada and Europe, August 2021, SWD Advisory.

 

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FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of SVF 3 and Symbotic. These statements are based on the beliefs and assumptions of the management of SVF 3 and Symbotic. Although SVF 3 and Symbotic believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither SVF 3 nor Symbotic can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “might,” “will,” “should,” “seeks,” “plans,” “scheduled,” “possible,” “anticipates” or “intends” or similar expressions. Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about the ability of SVF 3 and Symbotic prior to the Business Combination, and the Post-Combination Company following the Business Combination, to:

 

   

meet the closing conditions required under the Merger Agreement, including approval by shareholders of SVF 3 and unitholders of Warehouse on the expected terms and schedule;

 

   

meet the technical requirements of existing or future supply agreements with its customers, including with respect to existing backlog;

 

   

realize the benefits expected from the Business Combination;

 

   

expand its target customer base and maintain its existing customer base;

 

   

anticipate industry trends;

 

   

maintain and enhance its platform;

 

   

execute its growth strategy;

 

   

develop, design and sell systems that are differentiated from those of competitors;

 

   

execute its research and development strategy;

 

   

acquire, maintain, protect and enforce intellectual property;

 

   

attract, train and retain effective officers, key employees or directors;

 

   

comply with laws and regulations applicable to its business;

 

   

stay abreast of modified or new laws and regulations applying to its business;

 

   

successfully defend litigation;

 

   

meet NASDAQ listing standards following the consummation of the Business Combination;

 

   

issue equity securities in connection with the transaction;

 

   

successfully deploy the proceeds from the Business Combination;

 

   

meet future liquidity requirements and, if applicable, comply with restrictive covenants related to long-term indebtedness;

 

   

anticipate rapid technological changes; and

 

   

effectively respond to general economic and business conditions.

Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in

 

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addition to those discussed under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus, could affect the future results of SVF 3 and Symbotic prior to the Business Combination, and the Post-Combination Company following the Business Combination, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this proxy statement/prospectus:

 

   

any delay in closing the Business Combination;

 

   

the effects of pending and future legislation;

 

   

risks related to disruption of management time from ongoing business operations due to the transaction;

 

   

business disruption following the Business Combination;

 

   

risks related to the impact of the COVID-19 pandemic on the financial condition and results of operations of SVF 3 and Symbotic;

 

   

the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement or the termination of any of the Subscription Agreements;

 

   

the amount of redemption requests made by shareholders of SVF 3;

 

   

the effect of the announcement or pendency of the transaction on Symbotic’s business relationships, performance, and business generally;

 

   

the amount of the costs, fees, expenses and other charges related to the Business Combination;

 

   

disruption to the business due to the Post-Combination Company’s dependency on Walmart;

 

   

increasing competition in the warehouse automation industry;

 

   

any delays in the design, production or launch of our systems and products;

 

   

the failure to meet customers’ requirements under existing or future contracts or customer’s expectations as to price or pricing structure;

 

   

any defects in new products or enhancements to existing products;

 

   

the fluctuation of operating results from period to period due to a number of factors, including the pace of customer adoption of our new products and services and any changes in our product mix that shift too far into lower gross margin products;

 

   

other consequences associated with mergers, acquisitions and divestitures and legislative and regulatory actions and reforms; and

 

   

risks related to SVF 3’s restatement of financials.

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of SVF 3 and Symbotic prior to the Business Combination, and the Post-Combination Company following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can SVF 3 or Symbotic assess the impact of all such risk factors on the business of SVF 3 and Symbotic prior to the Business Combination, and the Post-Combination Company following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to SVF 3 or Symbotic or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. SVF 3 and Symbotic prior to the Business Combination, and the Post-Combination Company following the Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

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In addition, statements of belief and similar statements reflect the beliefs and opinions of SVF 3 or Symbotic, as applicable, on the relevant subject. These statements are based upon information available to SVF 3 or Symbotic, as applicable, as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that SVF 3 or Symbotic, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

 

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QUESTIONS AND ANSWERS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Business Combination, the Extraordinary General Meeting and the proposals to be presented at the Extraordinary General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to SVF 3 shareholders. You are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the Business Combination, the voting procedures for the Extraordinary General Meeting.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

 

Q:

WHY AM I RECEIVING THIS DOCUMENT?

 

A:

SVF 3 shareholders are being asked to consider, and vote upon, certain proposals in connection with the Business Combination and the other matters to be considered at the Extraordinary General Meeting.

The Business Combination cannot be completed unless SVF 3’s shareholders approve the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal, the Incentive Compensation Plan Proposal and the ESPP Proposal (collectively, the “Condition Precedent Proposals”) set forth in this proxy statement/prospectus for their approval. Information about the Extraordinary General Meeting, the Business Combination and the other matters to be considered by shareholders at the Extraordinary General Meeting is contained in this proxy statement/prospectus.

This document constitutes a proxy statement of SVF 3 and a prospectus of SVF 3. It is a proxy statement because the board of directors of SVF 3 is soliciting proxies using this proxy statement/prospectus from its shareholders. It is a prospectus because SVF 3, in connection with the Business Combination, is offering shares of the Post-Combination Company’s common stock that will be issued upon the conversion of the ordinary shares in the Domestication and as the merger consideration. See “The Merger Agreement—Merger Consideration.

 

Q:

WHAT IS THE BUSINESS COMBINATION?

 

A:

On December 12, 2021, (a) SVF 3 and Merger Sub, a wholly owned subsidiary of SVF 3, entered into the Merger Agreement with Warehouse and Symbotic Holdings, a wholly owned subsidiary of Warehouse and (b) Warehouse and Symbotic Holdings entered into the Company Merger Agreement. If the Company Merger Agreement, the Merger Agreement, the transactions contemplated thereby and the related matters described herein are adopted by our shareholders and Warehouse’s unitholders, as applicable, (i) Warehouse will merge with and into Symbotic Holdings, with Symbotic Holdings surviving the merger (sometimes referred to as “Interim Symbotic”) and (ii) immediately thereafter, Merger Sub will merge with and into Interim Symbotic, with Interim Symbotic surviving the merger as a subsidiary of the Post-Combination Company. Prior to the consummation of the Merger (the “Closing”), SVF 3 will transfer by way of continuation from the Cayman Islands and domesticate as a Delaware corporation (the “Domestication”). Following the Domestication and simultaneously with the Closing, SVF 3 will change its corporate name to “Symbotic Inc.”

SVF 3 will hold the Extraordinary General Meeting to, among other things, obtain the approvals required for the Business Combination. You are receiving this proxy statement/prospectus in connection with such meeting. See “The Merger Agreement.” In addition, a copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A. We urge you to read carefully this proxy statement/prospectus, including the Annexes and the other documents referred to herein, in their entirety.

 

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Q:

WHAT WILL WAREHOUSE UNITHOLDERS RECEIVE IN THE COMPANY REORGANIZATION AND THE BUSINESS COMBINATION?

 

A:

The aggregate consideration to be paid to unitholders of Warehouse in the Business Combination will be based on an Equity Value equal to the sum of (i) $4,500,000,000, plus (ii) the Repurchase Amount, plus (iii) the amount of any cash received or paid by Warehouse on or prior to the Closing in connection with the settlement of any Warehouse warrants currently outstanding (the “Net Warrant Exercise Proceeds”). The Repurchase Amount is an amount equal to (i) $126,000,000 plus (ii) the Net Warrant Exercise Proceeds, provided that the Repurchase Amount shall not exceed $300,000,000 or be less than $0. On December 15, 2021, Walmart consummated the gross exercise of vested warrant units for $173,795,651, and therefore, the Net Warrant Exercise Proceeds and the Repurchase Amount are currently $173,795,651 and approximately $300,000,000, respectively.

If the Company Reorganization is completed, each unit of Warehouse, including the Class A Common Units, the Class C Common Units, the Class B Preferred Units, the Class B-1 Preferred Units and the Class B-2 Preferred Units (collectively, the “Warehouse Units”), other than any Warehouse Units that are issued and outstanding immediately prior to the effective time of the Company Reorganization and in respect of which appraisal or dissenters’ rights shall have been perfected and not waived, withdrawn or lost (the “Warehouse Dissenting Units”), will be converted into the right to receive a number of Interim Symbotic Common Units equal to (i) the amount such Warehouse Unit would have been entitled to receive had the Equity Value been distributed in cash pursuant to the Fifth Amended and Restated Limited Liability Company Agreement of Warehouse, dated as of April 30, 2021 (the “Warehouse LLCA”), divided by (ii) $10.00.

Immediately thereafter, if the Business Combination is completed, each Interim Symbotic Common Unit issued and outstanding immediately prior to the Effective Time will be converted into:

 

  a)

the right to receive a number of common units of New Symbotic Holdings (the “New Symbotic Holdings Common Units”) (deemed to have a value of $10.00 per unit) equal to the quotient of (subject to rounding): (i) the Equity Value, divided by (ii) $10.00, divided by (iii) the number of Interim Symbotic Common Units issued and outstanding on a fully diluted basis immediately prior to the Effective Time;

 

  b)

with respect to Interim Symbotic Common Units held by the Richard B. Cohen (the “Symbotic Founder”), certain family members of the Symbotic Founder and certain affiliated entities and trusts of the Symbotic Founder and his family members, the right to receive a number of the Post-Combination Company’s Class V-3 common stock, par value $0.0001 per share, equal to the number of New Symbotic Holdings Common Units received by such party pursuant to the foregoing clause (a);

 

  c)

with respect to Interim Symbotic Common Units held by holders other than those set forth in the foregoing clause (b), the right to receive a number of the Post-Combination Company’s Class V-1 common stock, par value $0.0001 per share, equal to the number of New Symbotic Holdings Common Units received by such party pursuant to the foregoing clause (a); and

 

  d)

the contingent right to receive certain Earnout Interests.

Following (but on the date of) the Closing, pursuant to the Unit Purchase Agreement between SVF 3, Warehouse, Symbotic Holdings and certain affiliated entities and trusts of the Symbotic Founder and his family members, the Post-Combination Company will purchase from such affiliated entities and trusts of the Symbotic Founder and his family members an aggregate number of New Symbotic Holdings Common Units equal to the Repurchase Amount, divided by $10.00 (such New Symbotic Holdings Common Units, the “Purchase Units”), in each case, at a price of $10.00 per Purchase Unit in cash (the “Unit Purchase”). For more information, please see “The Business Combination—Other Agreements—Unit Purchase Agreement.”

 

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Based on the number of Warehouse Units outstanding and the number of units of Symbotic Holdings outstanding, in each case as of May 6, 2022, and assuming that, in connection with the Company Reorganization, each holder of Warehouse Units will receive, in exchange for their Warehouse Units, a number of Interim Symbotic Common Units equal to the amount the holder of such Warehouse Units would have been entitled to receive had the Equity Value been distributed in cash pursuant to the distribution waterfall set forth in the Warehouse LLCA, divided by $10.00 (i) the estimated Exchange Ratio of New Symbotic Holdings Common Units for each unit of Symbotic Holdings is 1.0 and (ii) holders of Interim Symbotic Common Units as of immediately prior to the Closing will hold (through their ownership of the Post-Combination Company’s Class V-1 common stock and Class V-3 common stock), directly or indirectly, in the aggregate, approximately 86% of the issued and outstanding shares of the Post-Combination Company’s common stock immediately following the Closing and the consummation of the Unit Purchase, assuming no redemptions of Public Shares in connection with the Business Combination (“No Redemptions”).

 

Q:

WHEN DO YOU EXPECT THE BUSINESS COMBINATION TO BE COMPLETED?

 

A:

It is currently anticipated that the Business Combination will be consummated promptly following the Extraordinary General Meeting, which is set for June 3, 2022; however, such meeting could be adjourned, as described herein. Neither SVF 3 nor Warehouse can assure you of when or if the Business Combination will be completed and it is possible that factors outside of the control of both companies could result in the Business Combination being completed at a different time or not at all. SVF 3 must first obtain the approval of its shareholders for certain of the proposals set forth in this proxy statement/prospectus for their approval, Warehouse must first obtain the written consent of its unitholders for the Business Combination and each of SVF 3 and Warehouse must also satisfy or waive other closing conditions. See “The Merger Agreement—Conditions to Closing.

 

Q:

WHAT HAPPENS IF THE BUSINESS COMBINATION IS NOT COMPLETED?

 

A:

If SVF 3 does not complete the Business Combination with Warehouse and Symbotic Holdings for whatever reason, SVF 3 would search for another target business with which to complete a business combination. If SVF 3 does not complete the Business Combination with Warehouse and Symbotic Holdings or a business combination with another target business within the Completion Window, SVF 3 must redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to SVF 3 to pay taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of outstanding Public Shares. The Initial Shareholders have no redemption rights in the event a business combination is not effected in the Completion Window, and, accordingly, their Founder Shares will be worthless. The Private Placement Shares also have no right to participate in any redemption distribution and will be worthless if no business combination is effected by SVF 3 in the Completion Window.

 

Q:

WHEN AND WHERE IS THE EXTRAORDINARY GENERAL MEETING?

 

A:

The Extraordinary General Meeting will be held at 9:00 a.m. eastern time, on June 3, 2022, in virtual format. SVF 3 shareholders may attend, vote and examine the list of SVF 3 shareholders entitled to vote at the Extraordinary General Meeting by visiting https://www.cstproxy.com/svfc/2022 and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. In light of public health concerns regarding the COVID-19 pandemic, the Extraordinary General Meeting will be held in virtual meeting format and it is recommended that you do not attend the Extraordinary General Meeting physically.

For the purposes of the Articles, the physical location of the Extraordinary General Meeting shall be at the offices of Walkers (190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands).

 

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If you do not have Internet capabilities, you can listen only to the Extraordinary General Meeting by dialing 1 800-450-7155 (U.S. and Canada) or +1 857-999-9155 (outside of the U.S. and Canada), when prompted enter the pin 9073569#. This is listen only, you will not be able to vote or enter questions during the Extraordinary General Meeting.

 

Q:

WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?

 

A:

The shareholders of SVF 3 are being asked to vote on the following:

1. A proposal to approve and adopt, by way of ordinary resolution, the Business Combination, the Merger Agreement and the transactions contemplated thereby. See the section titled “Proposal No. 1—The Business Combination Proposal.”

2. A proposal to approve, by way of special resolution, the Domestication. See the section titled “Proposal No. 2—The Domestication Proposal.”

3. A proposal to adopt, by way of special resolution, the Proposed Charter and the Proposed Bylaws in the form attached hereto as Annex B and Annex C, respectively. See the section titled “Proposal No. 3—The Organizational Documents Proposal.”

4. A proposal to approve, by way of ordinary resolution, separate proposals with respect to certain governance provisions in the Proposed Charter, which are being separately presented in order to give holders of SVF 3’s ordinary shares the opportunity to present their separate views on important corporate governance procedures and which will be voted upon on a non-binding advisory basis. See the section titled “Proposal No. 4—The Governance Proposals.”

5. A proposal to elect, by way of ordinary resolution, eight directors to serve on the Board until the 2023 annual meeting of stockholders or until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. See the section titled “Proposal No. 5—The Director Election Proposal.”

6. A proposal to approve, by way of ordinary resolution, for purposes of complying with applicable listing rules of NASDAQ, the issuance of shares of common stock pursuant to the Business Combination. See the section titled “Proposal No. 6—The Merger Issuance Proposal.”

7. A proposal to approve, by way of ordinary resolution, for purposes of complying with applicable listing rules of NASDAQ, the issuance of shares of Class A common stock pursuant to the Subscription Agreements. See the section titled “Proposal No. 7—The Subscription Agreements Proposal.”

8. A proposal to approve and adopt, by way of ordinary resolution, the Incentive Compensation Plan. See the section titled “Proposal No. 8—The Incentive Compensation Plan Proposal.”

9. A proposal to approve and adopt, by way of ordinary resolution, the ESPP. See the section titled “Proposal No. 9—The ESPP Proposal.”

10. A proposal to approve, by way of ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies (i) to ensure that any required supplement or amendment to the proxy statement or prospectus is provided to SVF 3’s shareholders, and/or (ii) permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Condition Precedent Proposals or we determine that one or more of the closing conditions to Merger Agreement is not satisfied or waived. See the section titled “Proposal No. 10—The Adjournment Proposal.”

SVF 3 will hold the Extraordinary General Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. Shareholders of SVF 3 should read this proxy statement/prospectus carefully, including the Annexes and the other documents referred to herein.

 

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Consummation of the Business Combination is conditional on approval of each of the Condition Precedent Proposals, subject to the terms of the Merger Agreement. If any of these proposals is not approved, the other proposals, except the Adjournment Proposal, will not be presented to shareholders for a vote. The Adjournment Proposal is not conditioned on the approval of any other proposal.

The vote of shareholders is important. Shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

 

Q:

WHY IS SVF 3 PROPOSING THE BUSINESS COMBINATION?

 

A:

SVF 3 was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities.

On March 11, 2021, SVF 3 consummated its initial public offering of 32,000,000 Class A ordinary shares, including 4,000,000 shares issued pursuant to the full exercise of the underwriters’ over-allotment option, at an offering price of $10.00 per share, and a private placement with SVF Sponsor III (DE) LLC of 1,040,000 private placement shares at a price of $10.00 per share. Since the SVF 3 IPO, SVF 3’s activity has been limited to the evaluation of business combination candidates.

Symbotic’s vision is to make the supply chain work better for everyone. It does this by developing, commercializing, and deploying innovative, end-to-end technology solutions that dramatically improve supply chain operations. Symbotic currently automates the processing of pallets and cases in large warehouses or distribution centers for some of the largest retail companies in the world. Its systems enhance operations at the front end of the supply chain, and therefore benefit all supply partners further down the chain, irrespective of fulfillment strategy. See the section titled “Information about Symbotic.”

Based on its due diligence investigations of Symbotic and the industry in which it operates, including the financial and other information provided by Symbotic in the course of their negotiations in connection with the Merger Agreement, SVF 3 believes that the Business Combination with Symbotic is advisable and in the best interests of SVF 3 and its shareholders. See the section titled “The Business Combination—Recommendation of the SVF 3 Board of Directors and Reasons for the Business Combination.

 

Q:

DID THE SVF 3 BOARD OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE BUSINESS COMBINATION?

 

A:

No. The SVF 3 Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. The SVF 3 Board believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its shareholders. The SVF 3 Board also determined, without seeking a valuation from a financial advisor, that Symbotic’s fair market value was equal to at least 80% of the net assets held in SVF 3’s Trust Account, excluding the deferred underwriting commissions and taxes payable on the interest earned on SVF 3’s Trust Account. Accordingly, investors will be relying on the judgment of the SVF 3 Board as described above in valuing Symbotic’s business and assuming the risk that the SVF 3 Board may not have properly valued such business.

 

Q:

WHAT IS AN “UP-C” STRUCTURE?

 

A:

Our organizational structure following the Business Combination, as described under the section entitled “The Business Combination,” is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies undertaking an initial public offering to provide certain tax benefits and associated cash flow advantages to both the issuer corporation and the existing owners of the partnership or limited liability company in the initial public offering. The Up-C structure allows current Warehouse unitholders to retain their equity ownership in New Symbotic Holdings, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of New Symbotic Holdings

 

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  Common Units. This allows the holders of New Symbotic Holdings Common Units to retain the tax benefits of owning interests in a pass-through entity while also being able to access public markets. All other investors, including SVF 3 shareholders, will hold their equity ownership in Symbotic Inc., a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes, in the form of shares of Class A common stock.

The Up-C structure allows future taxable income of New Symbotic Holdings that is allocated to holders of New Symbotic Holdings Common Units (i.e., the current Warehouse unitholders) to be generally taxed on a flow-through basis, and therefore, such income will generally not be subject to corporate taxes at the entity level. Additionally, the holders of New Symbotic Holdings Common Units may exchange their New Symbotic Holdings Common Units for shares of Class A common stock of Symbotic Inc., providing such holders with potential liquidity that is not typically afforded to holders of equity interest in non-publicly traded limited liability companies. Such exchanges are expected to produce favorable tax attributes that Symbotic Inc. may be able to utilize and that would not be available to Symbotic Inc. in the absence of those transactions. Pursuant to the Tax Receivable Agreement (as defined below), the holders of New Symbotic Holdings Common Units that exchange such units for shares of Class A common stock of Symbotic Inc. will generally be entitled to receive 85% of the amount of the cash savings, if any, in U.S. federal and state income tax that Symbotic Inc. realizes (or is deemed to realize in certain circumstances) in periods after the Closing as a result of such favorable tax attributes.

Symbotic Inc. will be a holding company and, immediately after the consummation of the Business Combination, will be the sole manager of New Symbotic Holdings, and its only principal assets will consist of equity interests (or rights to obtain equity interests) in New Symbotic Holdings. Immediately following the closing of the Business Combination:

 

   

assuming No Redemptions, Symbotic Inc. is expected to own approximately 14% of the New Symbotic Holdings Common Units and the current Warehouse unitholders are expected to own approximately 86% of the New Symbotic Holdings Common Units; and

 

   

assuming redemption of 31,887,500 Public Shares (not including 112,500 Class A ordinary shares originally issued in the SVF 3 IPO and purchased by certain directors and officers of SVF 3, which are not subject to redemption in connection with the Business Combination) (“Maximum Redemptions”), Symbotic Inc. is expected to own approximately 9% of the New Symbotic Holdings Common Units and the current Warehouse unitholders are expected to own approximately 91% of the New Symbotic Holdings Common Units. Although the pro forma amount of cash under the Maximum Redemptions scenario is less than the Minimum Cash Condition, Warehouse and Symbotic Holdings have not elected to waive such condition. Unless Warehouse and Symbotic Holdings elect to waive this condition, the Maximum Redemptions scenario set out in this section cannot occur. A maximum of 31,226,702 Public Shares can be redeemed while still satisfying the Minimum Cash Condition.

Because the holders of New Symbotic Holdings Common Units will hold their economic interests directly in New Symbotic Holdings, rather than through Symbotic Inc., the interests of such holders may conflict with those of the holders of shares of Class A common stock of Symbotic Inc. For example, the holders of New Symbotic Holdings Common Units may have a different tax position from the holders of Class A common stock of Symbotic Inc., which could influence decisions regarding whether and when New Symbotic Holdings should dispose of assets or incur new indebtedness, undergo certain changes of control within the meaning of the Tax Receivable Agreement or terminate the Tax Receivable Agreement. In addition, the structuring of future transactions may take into consideration these tax or other considerations even where no similar benefit would accrue to the holders of shares of Class A common stock of Symbotic Inc. See the section titled “Risk Factors—Risks Related to SVF 3 and the Business Combination—Because of the Up-C structure, the interests of the holders of New Symbotic Holdings Common Units may not fully align with those of the holders of Class A common stock of Symbotic Inc.

 

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Q:

WHAT IS THE TAX RECEIVABLE AGREEMENT AND WHO WILL RECEIVE THE BENEFIT OF TAX ATTRIBUTES COVERED BY THE TAX RECEIVABLE AGREEMENT?

 

A:

In connection with the Closing, SVF 3 will enter into a Tax Receivable Agreement (the “Tax Receivable Agreement”) with New Symbotic Holdings and other members of New Symbotic Holdings (the “TRA Holders”). The Tax Receivable Agreement will generally provide for the payment by the Post-Combination Company to the TRA Holders of 85% of the amount of the cash savings, if any, in U.S. federal and state income tax that the Post-Combination Company actually realizes (or is deemed to realize in certain circumstances) in periods after the Closing as a result of (i) the existing tax basis in certain assets of New Symbotic Holdings that is allocable to the relevant New Symbotic Holdings Common Units, (ii) any step-up in tax basis in New Symbotic Holdings’ assets resulting from (a) certain purchases of New Symbotic Holdings Common Units (including the purchases of the Purchase Units pursuant to the Unit Purchase Agreement), (b) future exchanges of New Symbotic Holdings Common Units for cash or shares of the Post-Combination Company’s Class A common stock, (c) certain distributions (if any) by New Symbotic Holdings and (d) payments under the Tax Receivable Agreement, and (iii) tax benefits related to imputed interest deemed to be paid by the Post-Combination Company as a result of payments under the Tax Receivable Agreement.

The Tax Receivable Agreement will generally provide for payments to be made as the Post-Combination Company realizes actual cash tax savings in periods after the Closing from the tax benefits covered by the Tax Receivable Agreement. Moreover, the Tax Receivable Agreement provides that, in the event that (i) the Post-Combination Company exercises its early termination rights under the Tax Receivable Agreement, (ii) the Post-Combination Company experiences certain changes of control or (iii) the Post-Combination Company breaches any of its material obligations under the Tax Receivable Agreement, the Post-Combination Company’s obligations under the Tax Receivable Agreement may accelerate and the Post-Combination Company could be required to make a lump-sum cash payment to each TRA Holder equal to the present value of all future payments that would have otherwise been made under the Tax Receivable Agreement, which lump-sum payment would be based on certain assumptions, including those relating to the Post-Combination Company’s future taxable income. The lump-sum payment could be substantial and could exceed the actual tax benefits that the Post-Combination Company realizes subsequent to such payment because such payment would be calculated assuming, among other things, that the Post-Combination Company would have certain tax benefits available to it and that the Post-Combination Company would be able to use the potential tax benefits in future years.

See the section titled “The Business Combination—Other Agreements—Tax Receivable Agreement.

 

Q:

DO I HAVE REDEMPTION RIGHTS?

 

A:

If you are a Public Shareholder, you have the right to demand that SVF 3 redeem such shares for a pro rata portion of the cash held in SVF 3’s Trust Account. SVF 3 sometimes refers to these rights to demand redemption of the Public Shares as “redemption rights.”

A one percent change in the number of Public Shares redeemed assuming No Redemptions, 25% of the Public Shares are redeemed, 50% of the Public Shares are redeemed, 75% of the Public Shares are redeemed and Maximum Redemptions scenarios would result in a change in the book value per share of less than $0.01 in all scenarios.

The level of redemption also impacts the effective deferred underwriting commission per Public Share payable upon the completion of the Business Combination. SVF 3 incurred $11,200,000 in deferred underwriting commissions in connection with the SVF 3 IPO. In a No Redemptions scenario, the effective deferred underwriting commission would be approximately 3.5% of the value of the Public Shares, assuming a trading price of $10.00 per share. In an Intermediate Redemption scenario, the effective deferred underwriting fee would be approximately 7.0% of the value of the Public Shares, assuming a trading price of $10.00 per share. In a Maximum Redemption scenario, the effective deferred underwriting fee is not meaningful when expressed as on a per Public Share or percentage basis.

 

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Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption with respect to more than 15% of the Public Shares without the consent of SVF 3. Accordingly, all Public Shares in excess of 15% held by a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed without the consent of SVF 3. Warehouse and Symbotic Holdings are not required to consummate the Business Combination if there is not at least $350,000,000 of Closing SVF Cash (as defined in the Merger Agreement).

 

Q:

WILL HOW I VOTE AFFECT MY ABILITY TO EXERCISE REDEMPTION RIGHTS?

 

A:

No. You may exercise your redemption rights whether you vote your Public Shares for or against, or whether you abstain from voting on, the Business Combination Proposal or any other proposal described in this proxy statement/prospectus. As a result, the Business Combination Proposal can be approved by shareholders who will redeem their Public Shares and no longer remain shareholders and the Business Combination may be consummated even though the funds available from SVF 3’s Trust Account and the number of Public Shareholders are substantially reduced as a result of redemptions by Public Shareholders. However, Warehouse and Symbotic Holdings are not required to consummate the Business Combination if there is not at least $350,000,000 of Closing SVF Cash. Also, with fewer Public Shares and Public Shareholders, the trading market for the Post-Combination Company’s Class A common stock may be less liquid than the market for Public Shares prior to the Business Combination and SVF 3 may not be able to meet the listing standards of a national securities exchange. See the section titled “Risk Factors—Risks Related to Ownership of Our Common Stock Following the Business Combination—There can be no assurance that the Post-Combination Company’s securities will be approved for listing on NASDAQ or that the Post-Combination Company will be able to comply with the continued listing standards of NASDAQ.

 

Q:

HOW DO I EXERCISE MY REDEMPTION RIGHTS?

 

A:

If you are a Public Shareholder and wish to exercise your redemption rights, you must demand that SVF 3 redeem your shares for cash no later than the second business day preceding the vote on the Business Combination Proposal by delivering your share certificates (if any) and other redemption forms to SVF 3’s transfer agent physically or electronically using Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system prior to the vote at the Extraordinary General Meeting. Any Public Shareholder will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was approximately $320 million, or approximately $10 per Class A ordinary share, as of April 25, 2022, the SVF 3 Record Date). Such amount, including interest earned on the funds held in the Trust Account and not previously released to SVF 3 to pay its taxes, if any, will be paid promptly upon consummation of the Business Combination. However, the proceeds deposited in SVF 3’s Trust Account could become subject to the claims of SVF 3’s creditors, if any, which could have priority over the claims of SVF 3’s Public Shareholders, regardless of whether such Public Shareholders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the SVF 3 Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption made by a Public Shareholder may not be withdrawn once submitted to SVF 3 unless the board of directors of SVF 3 determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part). Any corrected or changed proxy card or written demand of redemption rights must be received by SVF 3’s transfer agent prior to the vote taken on the Business Combination Proposal at the Extraordinary General Meeting. No demand for redemption will be honored unless the holder’s share certificates (if any) and other redemption forms have been delivered (either physically or electronically) to the transfer agent prior to the vote at the Extraordinary General Meeting.

 

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If a Public Shareholder properly makes a request for redemption and the certificates for the Class A ordinary shares (if any) along with the redemption forms are delivered as described to SVF 3’s transfer agent as described herein, then, if the Business Combination is consummated, SVF 3 will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Public Shares for cash.

For a discussion of the material U.S. federal income tax considerations for Public Shareholders with respect to the exercise of these redemption rights, see “Material U.S. Federal Income Tax Consequences.”

 

Q:

WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF EXERCISING MY REDEMPTION RIGHTS?

 

A:

We expect that a U.S. holder (as defined in “Material U.S. Federal Income Tax Consequences—U.S. Holders” below) that exercises its redemption rights to receive cash from the Trust Account in exchange for its Public Shares will generally be treated as selling such Public Shares resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Symbotic Inc. common stock that a U.S. holder owns or is deemed to own. For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “Material U.S. Federal Income Tax Consequences.”

Additionally, because the Domestication will occur immediately prior to the redemption of U.S. holders that exercise redemption rights, U.S. holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code and the potential tax consequences of the rules applicable to a company treated as a “passive foreign investment company” (“PFIC”), as a result of the Domestication. The tax consequences of exercising redemption rights are discussed more fully below under “Material U.S. Federal Income Tax Consequences—U.S. Holders—Tax Consequences to U.S. Holders That Elect to Exercise Redemption Rights.

 

Q:

DO I HAVE APPRAISAL RIGHTS IF I OBJECT TO THE PROPOSED BUSINESS COMBINATION OR THE PROPOSED DOMESTICATION?

 

A:

No. SVF 3 shareholders do not have appraisal rights in connection with the Business Combination or the Domestication under Cayman Islands law or under the DGCL.

 

Q:

WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE BUSINESS COMBINATION?

 

A:

A total of $320,000,000 in net proceeds of the SVF 3 IPO and a portion of the proceeds from the sale of the Private Placement Shares was placed in the Trust Account following the SVF 3 IPO. After consummation of the Business Combination, the funds in the Trust Account will be used to pay holders of the Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination (including aggregate fees of $11,200,000 as deferred underwriting commissions) and for the Post-Combination Company’s working capital and general corporate purposes.

 

Q:

HOW DO THE INITIAL SHAREHOLDERS AND SVF 3’S DIRECTORS AND OFFICERS INTEND TO VOTE ON THE PROPOSALS?

 

A:

The Initial Shareholders of record and SVF 3’s directors and officers are entitled to vote an aggregate of 22.3% of SVF 3’s outstanding ordinary shares. The Initial Shareholders and SVF 3’s directors and officers have agreed to vote the Founder Shares, Private Placement Shares and any Public Shares held by them as of the SVF 3 Record Date in favor of each of the proposals presented at the Extraordinary General Meeting.

 

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Q:

WHAT CONSTITUTES A QUORUM AT THE EXTRAORDINARY GENERAL MEETING?

 

A:

One or more shareholders of SVF 3 holding at least a majority of the paid up voting share capital of SVF and entitled to vote at the Extraordinary General Meeting must be present, in person (which would include presence at a virtual meeting) or represented by proxy, at the Extraordinary General Meeting to constitute a quorum and in order to conduct business at the Extraordinary General Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The Initial Shareholders and SVF 3’s directors and officers, who currently own 22.3% of the issued and outstanding ordinary shares, will count towards this quorum. In the absence of a quorum, the chairman of the Extraordinary General Meeting has power to adjourn the Extraordinary General Meeting. As of the SVF 3 Record Date for the Extraordinary General Meeting, 20,520,001 ordinary shares would be required to achieve a quorum.

 

Q:

WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE EXTRAORDINARY GENERAL MEETING?

The Business Combination Proposal: An ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the quorate Extraordinary General Meeting and entitled to vote on such matter is required to approve the Business Combination Proposal. Accordingly, a shareholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the quorate Extraordinary General Meeting, as well as an abstention from voting and a broker non-vote with regard to the Business Combination Proposal, will have no effect on the Business Combination Proposal. The Business Combination is conditioned upon the approval of the Business Combination Proposal, subject to the terms of the Merger Agreement. If SVF 3 shareholders fail to approve the Business Combination Proposal, the Business Combination will not occur.

The Domestication Proposal: A special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the quorate Extraordinary General Meeting and entitled to vote on such matter is required to approve the Domestication Proposal. Accordingly, a shareholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the quorate Extraordinary General Meeting, as well as an abstention from voting and a broker non-vote with regard to the Domestication Proposal, will have no effect on the Domestication Proposal. The Business Combination is conditioned upon the approval of the Domestication Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Domestication Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Domestication Proposal will not be effected.

The Organizational Documents Proposal: A special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the quorate Extraordinary General Meeting and entitled to vote on such matter is required to approve the Organizational Documents Proposal. Accordingly, a shareholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the quorate Extraordinary General Meeting, as well as an abstention from voting and a broker non-vote with regard to the Organizational Documents Proposal, will have no effect on the Organizational Documents Proposal. The Business Combination is conditioned upon the approval of the Organizational Documents Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Organizational Documents Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Organizational Documents Proposal will not be effected.

The Governance Proposals: An ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the quorate Extraordinary General Meeting and entitled to vote on such matter is required to approve the Governance Proposals, which is a non-binding advisory vote.

 

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Accordingly, a shareholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the quorate Extraordinary General Meeting, as well as an abstention from voting and a broker non-vote with regard to the Governance Proposals, will have no effect on the Governance Proposals. The Business Combination is not conditioned on the approval of the Governance Proposals.

The Director Election Proposal: An ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the quorate Extraordinary General Meeting and entitled to vote on such matter is required to approve the Director Election Proposal. Accordingly, a shareholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the quorate Extraordinary General Meeting, as well as an abstention from voting and a broker non-vote with regard to the Director Election Proposal, will have no effect on the Director Election Proposal. The Business Combination is not conditioned on the approval of the Director Election Proposal.

The Merger Issuance Proposal: An ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the quorate Extraordinary General Meeting and entitled to vote on such matter is required to approve the Merger Issuance Proposal. Accordingly, a shareholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the quorate Extraordinary General Meeting, as well as an abstention from voting and a broker non-vote with regard to the Merger Issuance Proposal, will have no effect on the Merger Issuance Proposal. The Business Combination is conditioned upon the approval of the Merger Issuance Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Merger Issuance Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Merger Issuance Proposal will not be effected.

The Subscription Agreements Proposal: An ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the quorate Extraordinary General Meeting and entitled to vote on such matter is required to approve the Subscription Agreements Proposal. Accordingly, a shareholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the quorate Extraordinary General Meeting, as well as an abstention from voting and a broker non-vote with regard to the Subscription Agreements Proposal, will have no effect on the Subscription Agreements Proposal. The Business Combination is conditioned upon the approval of the Subscription Agreements Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Subscription Agreements Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Subscription Agreements Proposal will not be effected.

The Incentive Compensation Plan Proposal: An ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the quorate Extraordinary General Meeting and entitled to vote on such matter is required to approve the Incentive Compensation Plan Proposal. Accordingly, a shareholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the quorate Extraordinary General Meeting, as well as an abstention from voting and a broker non-vote with regard to the Incentive Compensation Plan Proposal, will have no effect on the Incentive Compensation Plan Proposal. The Business Combination is conditioned upon the approval of the Incentive Compensation Plan Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Incentive Compensation Plan Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Incentive Compensation Plan Proposal will not be effected.

The ESPP Proposal: An ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the quorate Extraordinary General Meeting and entitled to vote on such matter is required to approve the ESPP Proposal. Accordingly, a shareholder’s failure to vote by

 

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proxy or to vote in person (which would include presence at a virtual meeting) at the quorate Extraordinary General Meeting, as well as an abstention from voting and a broker non-vote with regard to the ESPP Proposal, will have no effect on the ESPP Proposal. The Business Combination is conditioned upon the approval of the ESPP Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the ESPP Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the ESPP Proposal will not be effected.

The Adjournment Proposal: An ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the quorate Extraordinary General Meeting and entitled to vote on such matter is required to approve the Adjournment Proposal. Accordingly, a shareholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the quorate Extraordinary General Meeting, as well as an abstention from voting and a broker non-vote with regard to the Adjournment Proposal, will have no effect on the Adjournment Proposal. The Business Combination is not conditioned on the approval of the Adjournment Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal.

As further discussed in the section entitled “The Business Combination—Other Agreements—Sponsor Support Agreement,” the Sponsor and SVF 3’s directors and officers have entered into the Sponsor Support Agreement with SVF 3 pursuant to which the Sponsor and such directors and officers have agreed to vote ordinary shares representing 22.3% of the aggregate voting power of the ordinary shares (comprised of all the outstanding Founder Shares and Private Placement Shares and 112,500 Public Shares) in favor of the each of the proposals presented at the Extraordinary General Meeting, regardless of how Public Shareholders vote. Accordingly, the Sponsor Support Agreement will increase the likelihood that SVF 3 will receive the requisite shareholder approval for the Business Combination and the transactions contemplated thereby. Because a majority of the proposals, including the Business Combination Proposal, require the affirmative vote of at least a majority of the votes cast by the shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Extraordinary General Meeting, the affirmative vote of only approximately 3.5% of the outstanding Public Shares, in addition to the Founder Shares, the Private Placement Shares and 112,500 Public Shares held by SVF 3’s directors and officers would be required to approve such proposals if a quorum of only a majority of the shares of SVF 3’s ordinary shares is represented at the Extraordinary General Meeting. Notwithstanding the foregoing, the Business Combination is conditioned upon the approval of the Domestication Proposal and the Organizational Documents Proposal. Approval of each of these proposals requires the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the quorate Extraordinary General Meeting and entitled to vote on such matter. Accordingly, the affirmative vote of approximately 14.1% of the outstanding Public Shares, in addition to the Founder Shares, the Private Placement Shares and 112,500 Public Shares held by SVF 3’s directors and officers would be required to approve the Domestication Proposal and the Organizational Documents Proposal if a quorum of only a majority of the shares of SVF 3’s ordinary shares is represented at the Extraordinary General Meeting.

 

Q:

WHY IS SVF 3 PROPOSING THE DOMESTICATION?

 

A:

The Board believes that there are significant advantages that will arise as a result of a change of domicile to Delaware, including (i) the prominence, predictability and flexibility of Delaware law, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors, each of the foregoing as discussed in greater detail in the section entitled “Proposal No. 2—The Domestication Proposal—Reasons for the Domestication.” The Board believes that any direct benefit that Delaware law provides to a corporation also indirectly benefits shareholders, who are the owners of the corporation. Additionally, the Domestication is required as a condition to consummating the Business Combination.

 

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To effect the Domestication, SVF 3 will file a notice of deregistration by way of continuation with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which SVF 3 will be domesticated and continue as a Delaware corporation, at which time SVF 3 will change its name to “Symbotic Inc.”

The approval of the Domestication Proposal is a condition to the closing of the transactions contemplated by the Merger Agreement. The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the quorate Extraordinary General Meeting and entitled to vote on such matter. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting, and otherwise will have no effect on the proposal.

 

Q:

HOW WILL THE DOMESTICATION AFFECT MY PUBLIC SHARES?

 

A:

Upon the effectiveness of the Domestication, (a) each outstanding Class A ordinary share will automatically convert into one share of the Post-Combination Company’s Class A common stock, and (b) each outstanding Class B ordinary share will automatically convert into one share of the Post-Combination Company’s Class B common stock, which, upon the Closing, will automatically convert into one share of the Post-Combination Company’s Class A common stock.

 

Q:

WHAT AMENDMENTS WILL BE MADE TO THE ARTICLES OF SVF 3?

 

A:

The consummation of the Business Combination is conditioned, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, SVF 3 shareholders are also being asked to consider and vote upon a proposal to approve the Domestication and replace SVF 3’s Articles, in each case, under the Cayman Islands Companies Act, with the Proposed Organizational Documents under the DGCL, which differ materially from the SVF 3’s Articles in several respects. See the section titled “Proposal No. 2—The Domestication Proposal—Comparison of Corporate Governance and Shareholder Rights.

 

Q:

WHAT EQUITY STAKE WILL PUBLIC SHAREHOLDERS AND WAREHOUSE UNITHOLDERS HOLD IN SYMBOTIC INC. AFTER THE CONSUMMATION OF THE BUSINESS COMBINATION?

 

A:

As of the date of this proxy statement/prospectus, there are 41,040,000 SVF 3 ordinary shares issued and outstanding, including 8,000,000 SVF 3 Class B ordinary shares, each of which will be converted into one share of Class A common stock in the Post-Combination Company as a result of the Domestication and the Business Combination. As of the date of this proxy statement/prospectus (without giving effect to the Business Combination and assuming No Redemptions), assuming that each Class B ordinary share is converted into one Class A ordinary share, the SVF 3 fully-diluted stock capital would be 41,040,000 ordinary shares.

As of the date hereof, assuming no additional Warehouse Units are issued, it is anticipated that, upon the completion of the Business Combination and the consummation of the Unit Purchase, the ownership of the Post-Combination Company (assuming No Redemptions) will be as follows:

 

   

current Warehouse unitholders will own 45,097,055 shares of Class V-1 common stock, representing approximately 8.3% of the total common stock outstanding and 422,282,510 shares of Class V-3 common stock, representing approximately 77.4% of the total common stock outstanding;

 

   

the Subscribers will own 20,500,000 shares of Class A common stock, representing approximately 3.8% of the total common stock outstanding;

 

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the Forward Purchase Investor will own 20,000,000 shares of Class A common stock, representing approximately 3.7% of the total common stock outstanding;

 

   

the Public Shareholders will own 32,000,000 shares of Class A common stock, representing approximately 5.9% of the total common stock outstanding; and

 

   

the Initial Shareholders will own 5,624,000 shares of Class A common stock, representing approximately 1.0% of the total common stock outstanding (including 200,000 shares issuable upon conversion of Working Capital Loans and not including 3,616,000 shares subject to vesting requirements pursuant to the Sponsor Letter Agreement). See “SVF 3’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and “The Business Combination—Other Agreements—Sponsor Letter Agreement.

As of the date hereof, assuming no additional Warehouse Units are issued, it is anticipated that, upon the completion of the Business Combination and the consummation of the Unit Purchase, the ownership of the Post-Combination Company (assuming Maximum Redemptions) will be as follows:

 

   

current Warehouse unitholders will own 45,097,055 shares of Class V-1 common stock, representing approximately 8.8% of the total common stock outstanding and 422,282,510 shares of Class V-3 common stock, representing approximately 82.2% of the total common stock outstanding;

 

   

the Subscribers will own 20,500,000 shares of Class A common stock, representing approximately 4.0% of the total common stock outstanding;

 

   

the Forward Purchase Investor will own 20,000,000 shares of Class A common stock, representing approximately 3.9% of the total common stock outstanding;

 

   

the Public Shareholders will own 112,500 shares of Class A common stock, representing less than 1.0% of the total common stock outstanding; and

 

   

the Initial Shareholders will own 5,624,000 shares of Class A common stock, representing approximately 1.1% of the total common stock outstanding (including 200,000 shares issuable upon conversion of Working Capital Loans and not including 3,616,000 shares subject to vesting requirements pursuant to the Sponsor Letter Agreement). See “SVF 3’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and “The Business Combination—Other Agreements—Sponsor Letter Agreement.

The numbers of shares and percentage interests set forth above are based on a number of assumptions, including that Warehouse does not issue any additional equity securities prior to the Business Combination, no Earnout Interests are issued and the Forward Purchase Investor will purchase a total of 20,000,000 Forward Purchase Shares (as defined herein) pursuant to the Forward Purchase Agreement. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different. In addition, the numbers of shares and percentage interests set forth above do not take into account units issuable upon the exercise of securities exercisable for Warehouse Units or units of Symbotic Holdings. Although the pro forma amount of cash under the Maximum Redemptions scenario is less than the Minimum Cash Condition, Warehouse and Symbotic Holdings have not elected to waive such condition. Unless Warehouse and Symbotic Holdings elect to waive this condition, the Maximum Redemptions scenario set out in this section cannot occur.

See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

 

Q:

WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DOMESTICATION?

 

A:

As discussed more fully under “Material U.S. Federal Income Tax Consequences” below, the Domestication should qualify as a tax-free reorganization within the meaning of Section 368(a)(l)(F) of the

 

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  Code. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) to a statutory conversion of a corporation holding only investment-type assets such as SVF 3, this result is not entirely clear. Assuming that the Domestication so qualifies, U.S. holders (as defined in “Material U.S. Federal Income Tax Consequences—U.S. Holders” below) of SVF 3 ordinary shares will be subject to Section 367(b) of the Code and, as a result:

 

   

A U.S. holder of SVF 3 ordinary shares whose SVF 3 ordinary shares have a fair market value of less than $50,000 at the time of the Domestication should not recognize any gain or loss and generally should not be required to include any part of SVF 3’s earnings in income;

 

   

A U.S. holder of SVF 3 ordinary shares whose SVF 3 ordinary shares have a fair market value of $50,000 or more on the date of the Domestication, but who at the time of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of SVF 3 ordinary shares entitled to vote and less than 10% of the total value of all classes of SVF 3 ordinary shares, will generally recognize gain (but not loss) as a result of the Domestication. As an alternative to recognizing gain, such U.S. holders may file an election to include in income as a dividend earnings and profits (as defined in the U.S. Treasury regulations (“Treasury Regulations”) under Section 367 of the Code) attributable to its SVF 3 ordinary shares provided certain other requirements are satisfied. SVF 3 does not expect that SVF 3’s cumulative earnings and profits will be material at the time of the Domestication.

 

   

A U.S. holder of SVF 3 ordinary shares who at the time of the Domestication owns (actually and constructively) 10% or more of the total combined voting power of all classes of SVF 3 ordinary shares or 10% of the total value of all classes of SVF 3 shares entitled to vote will generally be required to include in income as a dividend earnings and profits (as defined in the Treasury Regulations under Section 367 of the Code) attributable to its SVF 3 ordinary shares. SVF 3 does not expect that SVF 3’s cumulative earnings and profits will be material at the time of Domestication.

As discussed further under “Material U.S. Federal Income Tax Consequences” below, SVF 3 believes that it is likely classified as a PFIC for U.S. federal income tax purposes. In the event that SVF 3 is considered a PFIC then, in lieu of the foregoing U.S. federal income tax consequences of the Domestication, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. holder to recognize gain as a result of the Domestication. Any such gain would be taxed as ordinary income and an interest charge would apply based on a complex set of rules. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted. Importantly, however, U.S. holders that make or have made certain elections discussed further under “Material U.S. Federal Income Tax Consequences—U.S. Holders—PFIC Considerations” with respect to their SVF 3 ordinary shares are generally not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. For a more complete discussion of the potential application of the PFIC rules to U.S. holders as a result of the Domestication, see “Material U.S. Federal Income Tax Consequences—U.S. Holders—PFIC Considerations.”

Additionally, the Domestication may cause non-U.S. holders (as defined in “Material U.S. Federal Income Tax Consequences—Non-U.S. Holders” below) to become subject to U.S. federal income withholding taxes on any dividends in respect of such non-U.S. holder’s Symbotic Inc.’s common stock subsequent to the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisor for a full description and understanding of the tax consequences of the Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

For general information on the material U.S. Federal Income Tax consequences of the Domestication to holders of SVF 3 ordinary shares, see the section titled “Material U.S. Federal Income Tax Consequences.”

 

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Q:

DO ANY OF SVF 3’S DIRECTORS OR OFFICERS HAVE INTERESTS IN THE BUSINESS COMBINATION THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF SVF 3 SHAREHOLDERS?

 

A:

Certain of SVF 3’s executive officers and certain non-employee directors may have interests in the Business Combination that may be different from, or in addition to, the interests of SVF 3 shareholders generally. The SVF 3 Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Merger Agreement and in recommending that the Business Combination be approved by the shareholders of SVF 3. These interests include, among other things, the interests listed below:

 

   

The Articles provide that SVF 3 renounce its interest or expectancy in any corporate opportunity about which any director or officer of SVF 3 acquires knowledge unless such opportunity is expressly offered to such person solely in his or her capacity as SVF 3’s director or officer and such opportunity is one that the Company is able to complete on a reasonable basis. Certain of SVF 3’s officers and directors have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities that are sponsored by affiliates of the Sponsor. SVF 3 does not believe, however, that such pre-existing fiduciary duties or contractual obligations of its officers and directors materially affected its search for an acquisition target.

 

   

If the Business Combination with Symbotic or another business combination is not consummated within the Completion Window, SVF 3 will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and the SVF 3 Board, dissolving and liquidating. In such event, the 8,000,000 Founder Shares held by SVF 3’s Initial Shareholders which were acquired for an aggregate purchase price of $25,000 prior to the SVF 3 IPO, would be worthless because SVF 3’s Initial Shareholders are not entitled to participate in any redemption or distribution with respect to such shares. Such Founder Shares had an aggregate market value of $ based upon the closing price of $ per Class A ordinary share on NASDAQ on , 2022, the SVF 3 Record Date. Certain Founder Shares are subject to certain performance-based vesting provisions as described under “The Business Combination—Other Agreements—Sponsor Letter Agreement.

 

   

Simultaneously with the closing of the Initial Public Offering, SVF 3 consummated a private sale of 1,040,000 Class A ordinary shares (the “Private Placement”) at a price of $10.00 per Private Placement Share to our Sponsor, generating gross proceeds of approximately $10,400,000. If we do not consummate a business combination transaction within the Completion Window, then the proceeds from the sale of the Private Placement Shares will be part of the liquidating distribution to the Public Shareholders and the Private Placement Shares held by the Sponsor will be worthless.

 

   

If SVF 3 is unable to complete a business combination within the Completion Window, its officers will be personally liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by SVF 3 for services rendered or contracted for or products sold to SVF 3. If SVF 3 consummates a business combination, on the other hand, SVF 3 will be liable for all such claims.

 

   

SVF 3’s directors and officers and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on SVF 3’s behalf, such as identifying and investigating possible business targets and business combinations. However, if SVF 3 fails to consummate a business combination within the Completion Window, they will not have any claim against the Trust Account for such reimbursement. Accordingly, SVF 3 may not be able to reimburse these expenses if the Business Combination or another business combination is not consummated within the Completion Window.

 

   

The continued indemnification of current directors and officers and the continuation of directors’ and officers’ liability insurance.

 

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Our Sponsor, officers and directors collectively (including entities controlled by officers and directors) have made an aggregate investment of $11,550,000, or $1.26 per SVF 3 ordinary share (including the 8,000,000 Founder Shares, the 1,040,000 Private Placement Shares and the purchase of 112,500 Public Shares in connection with the SVF 3 IPO). Such shares had an aggregate market value of $ based upon the closing price of $ per Class A ordinary share on NASDAQ on , 2022, the SVF 3 Record Date (of which 150,000 Founder Shares and 112,500 Public Shares were held by our directors and officers, which had an aggregate market value of $ based upon the closing price of $ per Class A ordinary share on NASDAQ on , 2022, the SVF 3 Record Date). As a result of the significantly lower investment per share of our Sponsor, directors and officers as compared with the investment per share of our Public Shareholders, a transaction which results in an increase in the value of the investment of our Sponsor, directors and officers may result in a decrease in the value of the investment of our Public Shareholders. These interests could, in theory, incentivize our Sponsor, directors and officers to complete a business combination with a less favorable target company or on terms less favorable to stockholders rather than liquidate.

 

   

There will be no liquidating distributions from our Trust Account with respect to the Founder Shares or the Private Placement Shares if we fail to complete a business combination within the Completion Window. Our Sponsor purchased the Founder Shares prior to the SVF 3 IPO for an aggregate purchase price of $25,000, and transferred 50,000 Founder Shares to each of Michael Carpenter, Michael Tobin and Cristiana Falcone for aggregate consideration of $300.

 

   

Following the Closing, the Sponsor would be entitled to the repayment of any Working Capital Loans and advances that have been made to SVF 3 and remain outstanding. On August 10, 2021, the Sponsor agreed to loan SVF 3 $2.0 million as a Working Capital Loan. On November 9, 2021, the Sponsor and SVF 3 agreed to amend this loan to increase the commitment by $1.0 million. If SVF 3 does not complete an initial business combination within the Completion Window, SVF 3 may use a portion of its working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Up to $2,000,000 of such loans may be convertible into Class A ordinary shares of the post-business combination entity at a price of $10.00 per share at the option of the lender.

 

   

Our Initial Shareholders and our directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founders Shares and will not have rights to liquidating distributions with respect to their Private Placement Shares if SVF 3 fails to complete a business combination within the Completion Window.

 

   

As of October 31, 2021, Walmart, Symbotic’s largest customer, holds a majority of the outstanding equity interests of Flipkart Internet Pvt Ltd, a company in which SoftBank Vision Fund II, an affiliate of SBIA, holds a minority interest.

 

   

In order to protect the amounts held in our Trust Account, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in our Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in SVF 3’s Trust Account or to any claims under our indemnity of the underwriters of the offering against certain liabilities, including liabilities under the Securities Act.

In addition, if we are able to complete a business combination within the Completion Window, our Initial Stockholders may receive a positive return on the 8,000,000 Founder Shares, which were acquired by our Sponsor for an aggregate purchase price of $25,000 prior to the SVF 3 IPO, and the 1,040,000 Private Placement Shares, which were acquired for an aggregate purchase price of $10,400,000 with the completion of the SVF 3 IPO, even if our Public Shareholders experience a negative return on their investment in our Class A ordinary shares after consummation of the Business Combination. However, if we are unable to complete our initial business combination within the Completion Window, our Sponsor may lose their

 

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investment of $13,424,700 made in respect of the Founder Shares, Private Placement Shares and Working Capital Loans.

The SVF 3 board of directors and the audit committee thereof was aware of and considered these interests, among other matters, in reaching the determination to approve the terms of the Business Combination and in recommending to SVF 3’s shareholders that they vote to approve the Business Combination. See “The Business Combination—Interests of SVF 3’s Directors and Officers in the Business Combination.

 

Q:

WHAT DO I NEED TO DO NOW?

 

A:

SVF 3 urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the Annexes and the other documents referred to herein, and to consider how the Business Combination will affect you as a shareholder. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

 

Q:

HOW DO I VOTE?

 

A:

If you are a holder of record of SVF 3 ordinary shares on the SVF 3 Record Date, you may vote in person (which would include presence at a virtual meeting) at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote in person (which would include presence at a virtual meeting), obtain a proxy from your broker, bank or nominee.

 

Q:

IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME?

 

A:

If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to SVF 3 or by voting in person (which would include presence at a virtual meeting) at the Extraordinary General Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

Under the rules of NASDAQ, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that NASDAQ determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Extraordinary General Meeting are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

If you are a SVF 3 shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Governance Proposals, the Director Election Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal, the Incentive Compensation Plan Proposal, the ESPP Proposal or the Adjournment Proposal. Such broker non-votes will have no effect on the vote count for any of the proposals.

 

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Q:

WHAT IF I ATTEND THE EXTRAORDINARY GENERAL MEETING AND ABSTAIN OR DO NOT VOTE?

 

A:

For purposes of the Extraordinary General Meeting, an abstention occurs when a shareholder attends the meeting in person (which would include presence at a virtual meeting) and does not vote or returns a proxy with an “abstain” vote.

If you are a SVF 3 shareholder that attends the Extraordinary General Meeting in person (which would include presence at a virtual meeting) and fails to vote on the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Governance Proposals, the Director Election Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal, the Incentive Compensation Plan Proposal, the ESPP Proposal or the Adjournment Proposal, or if you respond to such proposals with an “abstain” vote, your failure to vote or “abstain” vote in each case will have no effect on the vote count for such proposals.

 

Q:

WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE?

 

A:

If you sign and return your proxy card without indicating how to vote on any particular proposal, the ordinary shares represented by your proxy will be voted as recommended by the SVF 3 Board with respect to that proposal.

After careful consideration, SVF 3’s board of directors has determined that the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Governance Proposals, the Director Election Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal, the Incentive Compensation Plan Proposal, the ESPP Proposal and the Adjournment Proposal are fair to and in the best interests of SVF 3 and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Organizational Documents Proposal, “FOR” the Governance Proposals, “FOR” the Director Election Proposal, “FOR” the Merger Issuance Proposal, “FOR” the Subscription Agreements Proposal, “FOR” the Incentive Compensation Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal, if presented.

As a result, if you return your proxy card without an indication of how you wish to vote, your shares will be voted in favor of each of the proposals.

 

Q:

MAY I CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED PROXY CARD?

 

A:

Yes. Shareholders may send a later-dated, signed proxy card to SVF 3’s transfer agent at the address set forth at the end of this section so that it is received prior to the vote at the Extraordinary General Meeting or attend the Extraordinary General Meeting in person (which would include presence at a virtual meeting) and vote. Shareholders also may revoke their proxy by sending a notice of revocation to SVF 3’s transfer agent, which must be received prior to the vote at the Extraordinary General Meeting.

 

Q:

WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE EXTRAORDINARY GENERAL MEETING?

 

A:

If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is approved by shareholders and consummated, you will become a stockholder of the Post-Combination Company. Failure to take any action with respect to the Extraordinary General Meeting will not affect your ability to exercise your redemption rights. If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is not approved, you will continue to be a shareholder of SVF 3.

 

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Q:

WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

 

A:

Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your SVF 3 shares.

 

Q:

WHO CAN HELP ANSWER MY QUESTIONS?

 

A:

If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Morrow Sodali

333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902

Individuals call toll-free: (800) 662-5200

Banks and Brokerage Firms, please call: (203) 658-9400

Email: SVFC.info@investor.morrowsodali.com

You may also obtain additional information about SVF 3 from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a Public Shareholder and you intend to seek redemption of your Public Shares, you will need to deliver your ordinary shares (either physically or electronically) to SVF 3’s transfer agent at the address below prior to the vote at the Extraordinary General Meeting. If you have questions regarding the certification of your position or delivery of your ordinary shares, please contact:

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

(212) 509-4000

 

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SUMMARY

This summary highlights selected information included in this proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this entire document and its annexes and the other documents to which we refer before you decide how to vote. Each item in this summary includes a page reference directing you to a more complete description of that item.

The Business Combination and the Merger Agreement (pages 224 and 258)

The terms and conditions of the Business Combination are contained in the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Merger Agreement carefully, as it is the legal document that governs the Business Combination.

If the Merger Agreement is approved and adopted and the Business Combination is subsequently completed, (i) Warehouse will merge with and into Symbotic Holdings, with Symbotic Holdings surviving the merger, (ii) immediately thereafter, Merger Sub will merge with and into Interim Symbotic, with Interim Symbotic surviving the merger as a subsidiary of the Post-Combination Company. Prior to Closing, SVF 3 will transfer by way of continuation from the Cayman Islands and domesticate as a Delaware corporation. Following the Domestication and simultaneously with the Closing, SVF 3 will change its corporate name to “Symbotic Inc.”

The organizational structure following the Business Combination will be what is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies (such as Warehouse) undertaking an initial public offering to provide certain tax benefits and associated cash flow advantages to both the issuer corporation and the existing owners of the partnership or limited liability company in the initial public offering. The Up-C structure allows holders of Warehouse to retain their direct equity ownership in New Symbotic Holdings, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of New Symbotic Holdings Common Units following the Business Combination. This allows the holders of New Symbotic Holdings Common Units to retain the tax benefits of owning interests in a pass-through entity while also being able to access public markets. All other investors, including the current SVF 3 shareholders, will hold their equity ownership in Symbotic Inc., a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes, in the form of shares of Class A common stock.

Because the holders of New Symbotic Holdings Common Units will hold their economic interests directly in New Symbotic Holdings, rather than through Symbotic Inc., the interests of such holders may conflict with those of the holders of shares of Class A common stock of Symbotic Inc. For example, the holders of New Symbotic Holdings Common Units may have a different tax position from the holders of Class A common stock of Symbotic Inc., which could influence decisions regarding whether and when New Symbotic Holdings should dispose of assets or incur new indebtedness, undergo certain changes of control within the meaning of the Tax Receivable Agreement or terminate the Tax Receivable Agreement. In addition, the structuring of future transactions may take into consideration these tax or other considerations even where no similar benefit would accrue to the holders of shares of Class A common stock of Symbotic Inc.

The following diagrams illustrate in simplified terms the expected organizational structure of the Post-Combination Company immediately following the closing of the Business Combination, both under the No Redemption and Maximum Redemption scenarios:

 

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The Post-Combination Company immediately following the closing of the Business Combination (No Redemption scenario)

LOGO

As of the date hereof, assuming no additional Warehouse Units are issued, it is anticipated that, upon the completion of the Business Combination and the consummation of the Unit Purchase, the ownership of the Post-Combination Company (assuming No Redemptions) will be as follows:

 

   

current Warehouse unitholders will own 45,097,055 shares of Class V-1 common stock, representing approximately 8.3% of the total common stock outstanding and 422,282,510 shares of Class V-3 common stock, representing approximately 77.4% of the total common stock outstanding;

 

   

the Subscribers will own 20,500,000 shares of Class A common stock, representing approximately 3.8% of the total common stock outstanding;

 

   

the Forward Purchase Investor will own 20,000,000 shares of Class A common stock, representing approximately 3.7% of the total common stock outstanding;

 

   

the Public Shareholders will own 32,000,000 shares of Class A common stock, representing approximately 5.9% of the total common stock outstanding; and

 

   

the Initial Shareholders will own 5,624,000 shares of Class A common stock, representing approximately 1.0% of the total common stock outstanding (including 200,000 shares issuable upon conversion of Working Capital Loans and not including 3,616,000 shares subject to vesting requirements pursuant to the Sponsor Letter Agreement). See “SVF 3’s Management’s Discussion and

 

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Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources” and “The Business Combination—Other Agreements—Sponsor Letter Agreement.

The Post-Combination Company immediately following the closing of the Business Combination (Maximum Redemption scenario)

LOGO

As of the date hereof, assuming no additional Warehouse Units are issued, it is anticipated that, upon the completion of the Business Combination and the consummation of the Unit Purchase, the ownership of the Post-Combination Company, assuming Maximum Redemptions, will be as follows:

 

   

current Warehouse unitholders will own 45,097,055 shares of Class V-1 common stock, representing approximately 8.8% of the total common stock outstanding and 422,282,510 shares of Class V-3 common stock, representing approximately 82.2% of the total common stock outstanding;

 

   

the Subscribers will own 20,500,000 shares of Class A common stock, representing approximately 4.0% of the total common stock outstanding;

 

   

the Forward Purchase Investor will own 20,000,000 shares of Class A common stock, representing approximately 3.9% of the total common stock outstanding;

 

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the Public Shareholders will own 112,500 shares of Class A common stock, representing less than 1.0% of the total common stock outstanding; and

 

   

the Initial Shareholders will own 5,624,000 shares of Class A common stock, representing approximately 1.1% of the total common stock outstanding (including 200,000 shares issuable upon conversion of Working Capital Loans and not including 3,616,000 shares subject to vesting requirements pursuant to the Sponsor Letter Agreement). See “SVF 3’s Management’s Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources” and “The Business Combination—Other Agreements—Sponsor Letter Agreement.

The numbers of shares and percentage interests set forth above are based on a number of assumptions, including that Warehouse does not issue any additional equity securities prior to the Business Combination, no Earnout Interests are issued and the Forward Purchase Investor will purchase a total of 20,000,000 Forward Purchase Shares pursuant to the Forward Purchase Agreement. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different. In addition, the numbers of shares and percentage interests set forth above do not take into account units issuable upon the exercise of securities exercisable for Warehouse Units or units of Symbotic Holdings. Although the pro forma amount of cash under the Maximum Redemptions scenario is less than the Minimum Cash Condition, Warehouse and Symbotic Holdings have not elected to waive such condition. Unless Warehouse and Symbotic Holdings elect to waive this condition, the Maximum Redemptions scenario set out in this section cannot occur.

Transaction Summary

Below is a step-by-step list illustrating the material events relating to the Company Reorganization and Business Combination. Each of these events, as well as any conditions to their consummation, is discussed in more detail elsewhere in this proxy statement/prospectus.

 

   

Step 1—Company Reorganization—Warehouse will merge with and into Symbotic Holdings, with Symbotic Holdings surviving the merger as Interim Symbotic.

 

   

Step 2—Domestication—SVF 3 will transfer by way of continuation from the Cayman Islands and domesticate as a Delaware corporation.

 

   

Step 3—PIPE Investment—The Subscribers will purchase an aggregate of 20,500,000 shares of Class A common stock at a purchase price of $10.00 per share for an aggregate purchase price of $205,000,000.

 

   

Step 4—Forward Purchase—The Forward Purchase Investor will purchase 20,000,000 shares of Class A common stock at a purchase price of $10.00 per share for an aggregate purchase price of $200,000,000.

 

   

Step 5—Merger—Merger Sub will merge with and into Interim Symbotic, with Interim Symbotic surviving the merger as a subsidiary of the Post-Combination Company.

 

   

Step 6—Unit Purchase—The Post-Combination Company will purchase from affiliated entities and trusts of the Symbotic Founder and his family members an aggregate number of New Symbotic Holdings Common Units equal to the Repurchase Amount divided by $10.00.

Merger Consideration (page 258)

The aggregate consideration to be paid to unitholders of Warehouse in the Business Combination will be based on an Equity Value equal to the sum of (i) $4,500,000,000, plus (ii) the Repurchase Amount, which

 

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amount is currently approximately $300,000,000, plus (iii) the Net Warrant Exercise Proceeds, which amount is currently $173,795,651.

Pursuant to the terms of the Company Merger Agreement, upon the effectiveness of the Company Reorganization, holders of each outstanding Warehouse Unit, other than any Warehouse Dissenting Units, will be entitled to receive a number of Interim Symbotic Common Units equal to (i) the amount such holder would have been entitled to receive had the Equity Value been distributed in cash pursuant to the Warehouse LLCA, divided by (ii) $10.00.

Following the Business Combination, consistent with the Up-C structure, current Warehouse unitholders will hold their economic interests directly in New Symbotic Holdings. All other investors, including SVF 3 shareholders, will hold their economic interests through Symbotic Inc. Current Warehouse unitholders will also hold voting interests in Symbotic Inc. in the form of voting stock with no economic rights (including rights to dividends and distributions upon liquidation). Pursuant to the terms of the Proposed Charter, the number of shares of voting stock held by any unitholder must always equal the number of New Symbotic Holdings Common Units held by such holder. See “Questions and Answers—Questions and Answers about the Business Combination—What is an “Up-C” Structure?

Accordingly, pursuant to the terms of the Merger Agreement, immediately after the consummation of the Company Reorganization, at the Effective Time, holders of each outstanding Interim Symbotic Common Unit will be entitled to receive a number of New Symbotic Holdings Common Units equal to the quotient (the “Exchange Ratio”) of (subject to rounding): (i) the Equity Value, divided by (ii) $10.00, divided by (iii) the number of Interim Symbotic Common Units issued and outstanding on a fully diluted basis immediately prior to the Effective Time. Based on the number of Warehouse Units outstanding and the number of units of Symbotic Holdings outstanding, in each case as of May 6, 2022, and assuming that, in connection with the Company Reorganization, each holder of Warehouse Units will receive, in exchange for their Warehouse Units, a number of Interim Symbotic Common Units equal to the amount the holder of such Warehouse Units would have been entitled to receive had the Equity Value been distributed in cash pursuant to the distribution waterfall set forth in the Warehouse LLCA, divided by $10.00, the estimated Exchange Ratio of New Symbotic Holdings Common Units for each Interim Symbotic Common Unit is 1.0 as of May 6, 2022. The Symbotic Founder, certain family members of the Symbotic Founder and certain affiliated entities and trusts of the Symbotic Founder and his family members will also receive a number of shares of the Post-Combination Company’s Class V-3 common stock, which has three votes per share, equal to the number of New Symbotic Holdings Common Units received by such holder, in exchange for payment by such holder to the Post-Combination Company of adequate consideration (in each case, not to exceed $0.00015 per share of the Post-Combination Company’s Class V-3 common stock). Because the Class V-3 common stock will have three votes per share, the Symbotic Founder and certain affiliated entities and trusts of the Symbotic Founder and his family members, in the aggregate, will control 91% of the combined voting power of the outstanding common stock of Symbotic Inc. following the Closing. The other holders of Interim Symbotic Common Units will receive a number of shares of the Post-Combination Company’s Class V-1 common stock, which has one vote per share (i.e., the same voting rights as Class A common stock), equal to the number of New Symbotic Holdings Common Units received by such holder, in exchange for payment by such holder to the Post-Combination Company of adequate consideration (in each case, not to exceed $0.0001 per share of the Post-Combination Company’s Class V-1 common stock). Other than the number of votes per share, there will be no difference between the Post-Combination Company’s Class V-3 common stock and Class V-1 common stock.

The Post-Combination Company’s Class V-3 common stock will automatically convert into the Post-Combination Company’s Class V-1 common stock upon the earliest to occur of: (i) the first business day

 

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following seven years after the date on which the Proposed Charter becomes effective, (ii) the third business day following the approval of such conversion by the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of Class V-3 common stock entitled to vote thereon or (iii) the first business day following such time as the outstanding shares of Class V-3 common stock constitute less than five percent of the aggregate number of shares of the Post-Combination Company’s common stock then outstanding. Each share of the Post-Combination Company’s Class V-3 common stock may also be converted into one share of the Post-Combination Company’s Class V-1 common stock at the option of the holder thereof.

Each New Symbotic Holdings Common Unit may be redeemed by the holder thereof for shares of Class A common stock, par value $0.0001 per share, of the Post-Combination Company (or an equivalent amount in cash, at the option of the Post-Combination Company, subject to the provisions of the New Symbotic Holdings LLC Agreement) at a value equal to the arithmetic mean of the volume-weighted average price of a share of the Post-Combination Company’s Class A common stock for the full five trading days immediately prior to the date of delivery of the applicable redemption notice, subject to certain exceptions. Upon such redemption, a number of the redeeming holder’s shares of the Post-Combination Company’s Class V-3 common stock or Class V-1 common stock, as applicable, equal to the number of the redeemed New Symbotic Holdings Common Units, will be transferred to the Post-Combination Company and cancelled by the Post-Combination Company.

Earnout

The holders of outstanding New Symbotic Holdings Common Units as of the Effective Time will also have contingent rights to receive up to an aggregate of 20,000,000 New Symbotic Holdings Common Units and an equal number of shares of the Post-Combination Company’s Class V-1 common stock (or such other shares or other securities into which such New Symbotic Holdings Common Units and/or the Post-Combination Company’s Class V-1 common stock are converted, exchanged, reclassified or otherwise changed, as the case may be, from time to time) (collectively, the “Earnout Interests”). Each holder of New Symbotic Holdings Common Units will be entitled to receive their pro rata share of the Earnout Interests in three tranches upon the occurrence of the following milestones on or prior to the seventh anniversary of the Closing: (i) a one-time issuance of 6,666,667 Earnout Interests on the first date on which the volume weighted average price of shares of the Post-Combination Company’s Class A common stock over any 20 trading days within the preceding 30 consecutive trading day period (the “Earnout VWAP Price”) is greater than or equal to $12.00 (“Triggering Event I”); (ii) a one-time issuance of 6,666,667 Earnout Interests on the first date on which the Earnout VWAP Price is greater than or equal to $14.00 (“Triggering Event II”); and (iii) a one-time issuance of 6,666,666 Earnout Interests on the first date on which the Earnout VWAP Price is greater than or equal to $16.00 (“Triggering Event III”).

Ownership of the Post-Combination Company (page 166)

As of the date of this proxy statement/prospectus, there are 41,040,000 SVF 3 ordinary shares issued and outstanding, including 8,000,000 SVF 3 Class B ordinary shares, each of which will be converted into one share of Class A common stock in the Post-Combination Company as a result of the Domestication and the Business Combination. As of the date of this proxy statement/prospectus (without giving effect to the Business Combination and assuming No Redemptions), assuming that each Class B ordinary share is converted into one Class A ordinary share, the SVF 3 fully-diluted stock capital would be 41,040,000 ordinary shares.

As of the date hereof, assuming no additional Warehouse Units are issued, it is anticipated that, upon the completion of the Business Combination and the consummation of the Unit Purchase, the ownership of the Post-Combination Company assuming No Redemptions will be as follows:

 

   

current Warehouse unitholders will own 45,097,055 shares of Class V-1 common stock, representing approximately 8.3% of the total common stock outstanding and 422,282,510 shares of Class V-3 common stock, representing approximately 77.4% of the total common stock outstanding;

 

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the Subscribers will own 20,500,000 shares of Class A common stock, representing approximately 3.8% of the total common stock outstanding;

 

   

the Forward Purchase Investor will own 20,000,000 shares of Class A common stock, representing approximately 3.7% of the total common stock outstanding;

 

   

the Public Shareholders will own 32,000,000 shares of Class A common stock, representing approximately 5.9% of the total common stock outstanding; and

 

   

the Initial Shareholders will own 5,624,000 shares of Class A common stock, representing approximately 1.0% of the total common stock outstanding (including 200,000 shares issuable upon conversion of Working Capital Loans and not including 3,616,000 shares subject to vesting requirements pursuant to the Sponsor Letter Agreement). See “SVF 3’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and “The Business Combination—Other Agreements—Sponsor Letter Agreement.

As of the date hereof, assuming no additional Warehouse Units are issued, it is anticipated that, upon the completion of the Business Combination and the consummation of the Unit Purchase, the ownership of the Post-Combination Company, assuming Maximum Redemptions, will be as follows:

 

   

current Warehouse unitholders will own 45,097,055 shares of Class V-1 common stock, representing approximately 8.8% of the total common stock outstanding and 422,282,510 shares of Class V-3 common stock, representing approximately 82.2% of the total common stock outstanding;

 

   

the Subscribers will own 20,500,000 shares of Class A common stock, representing approximately 4.0% of the total common stock outstanding;

 

   

the Forward Purchase Investor will own 20,000,000 shares of Class A common stock, representing approximately 3.9% of the total common stock outstanding;

 

   

the Public Shareholders will own 112,500 shares of Class A common stock, representing less than 1.0% of the total common stock outstanding; and

 

   

the Initial Shareholders will own 5,624,000 shares of Class A common stock, representing approximately 1.1% of the total common stock outstanding (including 200,000 shares issuable upon conversion of Working Capital Loans and not including 3,616,000 shares subject to vesting requirements pursuant to the Sponsor Letter Agreement). See “SVF 3’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and “The Business Combination—Other Agreements—Sponsor Letter Agreement.

The numbers of shares and percentage interests set forth above are based on a number of assumptions, including that Warehouse does not issue any additional equity securities prior to the Business Combination, no Earnout Interests are issued and the Forward Purchase Investor will purchase a total of 20,000,000 Forward Purchase Shares pursuant to the Forward Purchase Agreement. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different. In addition, the numbers of shares and percentage interests set forth above do not take into account units issuable upon the exercise of securities exercisable for Warehouse Units or units of Symbotic Holdings. Although the pro forma amount of cash under the Maximum Redemptions scenario is less than the Minimum Cash Condition, Warehouse and Symbotic Holdings have not elected to waive such condition. Unless Warehouse and Symbotic Holdings elect to waive this condition, the Maximum Redemptions scenario set out in this section cannot occur.

Assuming No Redemptions, full vesting of the 3,616,000 shares subject to vesting requirements pursuant to the Sponsor Letter Agreement, the issuance of 20,000,000 shares of Class V-1 common stock pursuant to the issuance of Earnout Interests, 10,253,722 shares reserved for issuance pursuant to the Incentive Compensation

 

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Plan, current Warehouse unitholders will own 65,097,055 shares of Class V-1 common stock, representing approximately 11.2% of the total common stock outstanding and 422,282,510 shares of Class V-3 common stock, representing approximately 72.9% of the total common stock outstanding, the Subscribers will own 20,500,000 shares of Class A common stock, representing approximately 3.5% of the total common stock outstanding, the Forward Purchase Investor will own 20,000,000 shares of Class A common stock, representing approximately 3.5% of the total common stock outstanding, the Public Shareholders will own 32,000,000 shares of Class A common stock, representing approximately 5.5% of the total common stock outstanding, the Initial Shareholders will own 9,240,000 shares of Class A common stock, representing approximately 1.6% of the total common stock outstanding (including 200,000 shares issuable upon conversion of Working Capital Loans and 3,616,000 shares subject to vesting requirements pursuant to the Sponsor Letter Agreement) and recipients of awards under the Incentive Compensation Plan will own 10,253,722 shares of Class A common stock, representing approximately 1.8% of the total common stock outstanding.

Assuming Maximum Redemptions, full vesting of the 3,616,000 shares subject to vesting requirements pursuant to the Sponsor Letter Agreement, the issuance of 20,000,000 shares of Class V-1 common stock pursuant to the issuance of Earnout Interests, 6,622,090 shares reserved for issuance pursuant to the Incentive Compensation Plan, current Warehouse unitholders will own 65,097,055.00 shares of Class V-1 common stock, representing approximately 12.0% of the total common stock outstanding and 422,282,510 shares of Class V-3 common stock, representing approximately 77.6% of the total common stock outstanding, the Subscribers will own 20,500,000 shares of Class A common stock, representing approximately 3.8% of the total common stock outstanding, the Forward Purchase Investor will own 20,000,000 shares of Class A common stock, representing approximately 3.7% of the total common stock outstanding, the Public Shareholders will own 112,500 shares of Class A common stock, representing less than 1.0% of the total common stock outstanding, the Initial Shareholders will own 9,240,000 shares of Class A common stock, representing approximately 1.7% of the total common stock outstanding (including 200,000 shares issuable upon conversion of Working Capital Loans and 3,616,000 shares subject to vesting requirements pursuant to the Sponsor Letter Agreement) and recipients of awards under the Incentive Compensation Plan will own 6,622,090 shares of Class A common stock, representing approximately 1.2% of the total common stock outstanding.

Please see the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Recommendation of the SVF 3 Board of Directors (page 248)

The SVF 3 board of directors has unanimously determined that the Business Combination, on the terms and conditions set forth in the Merger Agreement, is advisable and in the best interests of SVF 3 and has directed that the proposals set forth in this proxy statement/prospectus be submitted to its shareholders for approval at the Extraordinary General Meeting on the date and at the time and place set forth in this proxy statement/prospectus. The SVF 3 board of directors unanimously recommends that SVF 3’s shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Organizational Documents Proposal, “FOR” the Governance Proposals, “FOR” the Director Election Proposal, “FOR” the Merger Issuance Proposal, “FOR” the Subscription Agreements Proposal, “FOR” the Incentive Compensation Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal, if presented. See “The Business Combination—Recommendation of the SVF 3 Board of Directors and Reasons for the Business Combination.”

SVF 3’s Extraordinary General Meeting of Shareholders in lieu of the 2022 Annual General Meeting of Shareholders (page 101)

The Extraordinary General Meeting of shareholders in lieu of the 2022 annual general meeting of shareholders of SVF 3 will be held at 9:00 a.m., Eastern time, on June 3, 2022, in virtual format, to consider

 

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and vote upon the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Governance Proposals, the Director Election Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal, the Incentive Compensation Plan Proposal, the ESPP Proposal and, if necessary, the Adjournment Proposal to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Condition Precedent Proposals, or we determine that one or more of the closing conditions under the Merger Agreement is not satisfied or waived.

Shareholders will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if they owned SVF 3 ordinary shares at the close of business on April 25, 2022, which is the SVF 3 Record Date. Shareholders will have one vote for each SVF 3 ordinary share owned at the close of business on the SVF 3 Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. On the SVF 3 Record Date, there were 41,040,000 SVF 3 ordinary shares outstanding, of which 32,000,000 were Public Shares with the rest being Founder Shares and Private Placement Shares held by the Initial Shareholders.

A quorum of SVF 3 shareholders is necessary to hold a valid meeting. A quorum will be present at the Extraordinary General Meeting if one or more shareholders holding at least a majority of the paid up voting share capital of SVF 3 entitled to vote at the meeting are represented in person (which would include presence at a virtual meeting) or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum. The Initial Shareholders of record and SVF 3’s directors and officers are entitled to vote 22.3% of the outstanding SVF 3 ordinary shares. Such shares, as well as any ordinary shares acquired in the aftermarket by the Sponsor and SVF 3’s directors and officers, will be voted in favor of the each of the proposals presented at the Extraordinary General Meeting. The proposals presented at the Extraordinary General Meeting will require the following votes:

 

   

The approval of each of the Business Combination Proposal, the Governance Proposals, the Director Election Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal, the Incentive Compensation Plan Proposal, the ESPP Proposal and the Adjournment Proposal, if presented, will require the affirmative vote of at least a majority of the votes cast by the shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the quorate Extraordinary General Meeting and entitled to vote on such matter.

 

   

The approval of the Domestication Proposal and the Organizational Documents Proposal will require the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the quorate Extraordinary General Meeting and entitled to vote on such matter.

With respect to the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Governance Proposals, the Director Election Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal, the Incentive Compensation Plan Proposal, the ESPP Proposal and the Adjournment Proposal, if presented, abstentions from voting and broker non-votes, while considered present for purposes of establishing quorum, will not count as votes cast at the Extraordinary General Meeting, and otherwise will have no effect on such proposals. Please note that holders of the Public Shares can exercise their redemption rights whether they vote their Public Shares for or against, or whether they abstain from voting on, the Business Combination Proposal or any other proposal described in this proxy statement/prospectus.

Consummation of the Business Combination is conditional on approval of each of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal, the Incentive Compensation Plan Proposal and the ESPP Proposal. If any of these proposals is not approved, the other proposals, except the Adjournment Proposal, will not be presented to the shareholders for a vote. The Adjournment Proposal is not conditioned on the approval of any other proposal.

 

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For the purposes of the Articles, the physical location of the meeting shall be at the offices of Walkers (190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands).

SVF 3’s Directors and Executive Officers Have Financial Interests in the Business Combination (page 252)

Certain of SVF 3’s executive officers and directors may have interests in the Business Combination that may be different from, or in addition to, the interests of SVF 3’s shareholders. The members of the SVF 3 board of directors were aware of and considered these interests, among other matters, when they approved the Merger Agreement and recommended that SVF 3 shareholders approve the proposals required to effect the Business Combination. These interests include, among other things, the interests listed below:

 

   

The Articles provide that SVF 3 renounce its interest or expectancy in any corporate opportunity about which any director or officer of SVF 3 acquires knowledge unless such opportunity is expressly offered to such person solely in his or her capacity as SVF 3’s director or officer and such opportunity is one that the Company is able to complete on a reasonable basis. Certain of SVF 3’s officers and directors have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities that are sponsored by affiliates of the Sponsor. SVF 3 does not believe, however, that such pre-existing fiduciary duties or contractual obligations of its officers and directors materially affected its search for an acquisition target.

 

   

If the Business Combination with Symbotic or another business combination is not consummated within the Completion Window, SVF 3 will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and the SVF 3 Board, dissolving and liquidating. In such event, the 8,000,000 Founder Shares held by SVF 3’s Initial Shareholders which were acquired for an aggregate purchase price of $25,000 prior to the SVF 3 IPO, would be worthless because SVF 3’s Initial Shareholders are not entitled to participate in any redemption or distribution with respect to such shares. Such Founder Shares had an aggregate market value of $79,280,000 based upon the closing price of $9.91 per Class A ordinary share on NASDAQ on April 25, 2022, the SVF 3 Record Date. Certain Founder Shares are subject to certain performance-based vesting provisions as described under “The Business Combination—Other Agreements—Sponsor Letter Agreement.

 

   

Simultaneously with the closing of the Initial Public Offering, SVF 3 consummated a private sale of 1,040,000 Class A ordinary shares (the “Private Placement”) at a price of $10.00 per Private Placement Share to our Sponsor, generating gross proceeds of approximately $10,400,000. If we do not consummate a business combination transaction within the Completion Window, then the proceeds from the sale of the Private Placement Shares will be part of the liquidating distribution to the Public Shareholders and the Private Placement Shares held by the Sponsor will be worthless.

 

   

If SVF 3 is unable to complete a business combination within the Completion Window, its officers will be personally liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by SVF 3 for services rendered or contracted for or products sold to SVF 3. If SVF 3 consummates a business combination, on the other hand, SVF 3 will be liable for all such claims.

 

   

SVF 3’s directors and officers and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on SVF 3’s behalf, such as identifying and investigating possible business targets and business combinations. However, if SVF 3 fails to consummate a business combination within the Completion Window, they will not have any claim against the Trust Account for such reimbursement. Accordingly, SVF 3 may not be able to reimburse these expenses if the Business Combination or another business combination is not consummated within the Completion Window.

 

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The continued indemnification of current directors and officers and the continuation of directors’ and officers’ liability insurance.

 

   

Our Sponsor, officers and directors collectively (including entities controlled by officers and directors) have made an aggregate investment of $11,550,000, or $1.26 per SVF 3 ordinary share (including the 8,000,000 Founder Shares, the 1,040,000 Private Placement Shares and the purchase of 112,500 Public Shares in connection with the SVF 3 IPO). Such shares had an aggregate market value of $90,701,275 based upon the closing price of $9.91 per Class A ordinary share on NASDAQ on April 25, 2022, the SVF 3 Record Date (of which 150,000 Founder Shares and 112,500 Public Shares were held by our directors and officers, which had an aggregate market value of $2,601,375 based upon the closing price of $9.91 per Class A ordinary share on NASDAQ on April 25, 2022, the SVF 3 Record Date). As a result of the significantly lower investment per share of our Sponsor, directors and officers as compared with the investment per share of our Public Shareholders, a transaction which results in an increase in the value of the investment of our Sponsor, directors and officers may result in a decrease in the value of the investment of our Public Shareholders. These interests could, in theory, incentivize our Sponsor, directors and officers to complete a business combination with a less favorable target company or on terms less favorable to stockholders rather than liquidate.

 

   

There will be no liquidating distributions from our Trust Account with respect to the Founder Shares or the Private Placement Shares if we fail to complete a business combination within the Completion Window. Our Sponsor purchased the Founder Shares prior to the SVF 3 IPO for an aggregate purchase price of $25,000, and transferred 50,000 Founder Shares to each of Michael Carpenter, Michael Tobin and Cristiana Falcone for aggregate consideration of $300.

 

   

Following the Closing, the Sponsor would be entitled to the repayment of any Working Capital Loans and advances that have been made to SVF 3 and remain outstanding. On August 10, 2021, the Sponsor agreed to loan SVF 3 $2.0 million as a Working Capital Loan. On November 9, 2021, the Sponsor and SVF 3 agreed to amend this loan to increase the commitment by $1.0 million. If SVF 3 does not complete an initial business combination within the Completion Window, SVF 3 may use a portion of its working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Up to $2,000,000 of such loans may be convertible into Class A ordinary shares of the post-business combination entity at a price of $10.00 per share at the option of the lender.

 

   

Our Initial Shareholders and our directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founders Shares and will not have rights to liquidating distributions with respect to their Private Placement Shares if SVF 3 fails to complete a business combination within the Completion Window.

 

   

As of October 31, 2021, Walmart, Symbotic’s largest customer, holds a majority of the outstanding equity interests of Flipkart Internet Pvt Ltd, a company in which SoftBank Vision Fund II, an affiliate of SBIA, holds a minority interest.

 

   

In order to protect the amounts held in our Trust Account, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in our Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in SVF 3’s Trust Account or to any claims under our indemnity of the underwriters of the offering against certain liabilities, including liabilities under the Securities Act.

In addition, if we are able to complete a business combination within the Completion Window, our Initial Stockholders may receive a positive return on the 8,000,000 Founder Shares, which were acquired by our

 

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Sponsor for an aggregate purchase price of $25,000 prior to the SVF 3 IPO, and the 1,040,000 Private Placement Shares, which were acquired for an aggregate purchase price of $10,400,000 with the completion of the SVF 3 IPO, even if our Public Shareholders experience a negative return on their investment in our Class A ordinary shares after consummation of the Business Combination. However, if we are unable to complete our initial business combination within the Completion Window, our Sponsor may lose their investment of $13,424,700 made in respect of the Founder Shares, Private Placement Shares and Working Capital Loans.

The SVF 3 board of directors and the audit committee thereof was aware of and considered these interests, among other matters, in reaching the determination to approve the terms of the Business Combination and in recommending to SVF 3’s shareholders that they vote to approve the Business Combination. See “The Business Combination—Interests of SVF 3’s Directors and Officers in the Business Combination.

Satisfaction of 80% Test (page 251)

It is a requirement under the Articles that the business or assets acquired in its initial business combination have a fair market value equal to at least 80% of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into such business combination. In addition, NASDAQ rules require that SVF 3 complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of our signing a definitive agreement in connection with our initial business combination. As of December 12, 2021, the date of the execution of the definitive agreement for the proposed Business Combination, the balance of the Trust Account was approximately $308.8 million (excluding the $11.2 million of deferred underwriting commissions and taxes payable on the income earned on the Trust Account) and 80% thereof represents approximately $247.0 million. In reaching its conclusion that the proposed Business Combination meets the 80% asset test, our Board used as a fair market value the enterprise value of approximately $4.8 billion, which was implied based on the terms of the transactions agreed to by the parties in negotiating the definitive agreement for the proposed Business Combination. The enterprise value consists of an implied equity value for Warehouse (prior to the proposed Business Combination) of approximately $4.8 billion. In determining whether the enterprise value described above represents the fair market value of Warehouse, the SVF 3 Board considered all of the factors described in the section of the proxy statement/prospectus captioned “Recommendation of the SVF 3 Board of Directors and Reasons for the Business Combination” and the fact that the purchase price for Warehouse was the result of an arm’s length negotiation. As a result, the SVF 3 Board concluded that the fair market value of Warehouse was significantly in excess of 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account).

Appraisal Rights (page 310)

SVF 3 shareholders do not have appraisal rights in connection with the Business Combination or the Domestication under Cayman Islands law or under the DGCL.

Conditions to the Business Combination (page 271)

Conditions to Each Party’s Obligations

The respective obligations of each of SVF 3, Merger Sub, Warehouse and Symbotic Holdings to complete the Business Combination are subject to the satisfaction or waiver at or prior to the Closing of the following conditions:

 

   

the required approval by Warehouse unitholders with respect to the Merger Agreement and the Company Merger Agreement will have been obtained;

 

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the required approval by SVF 3 shareholders with respect to the Conditions Precedent Proposals will have been obtained;

 

   

the registration statement of which this proxy statement/prospectus forms a part will have become effective under the Securities Act and no stop order suspending the effectiveness of the registration statement will have been issued and no proceedings for that purpose will have been initiated or threatened by the SEC;

 

   

no governmental entity of competent jurisdiction will have enacted, issued, promulgated, enforced or entered any law or governmental order (whether temporary, preliminary or permanent) that is in effect and makes illegal or otherwise prohibits the consummation of the transactions contemplated by the Merger Agreement;

 

   

the consummation of the sale of the Post-Combination Company’s Class A common stock under the Subscription Agreements of at least $50,000,000;

 

   

SVF 3 having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to the redemptions of Public Shares in connection with the Business Combination; and

 

   

the effectiveness of the Company Reorganization.

Conditions to Obligations of SVF 3 and Merger Sub

The obligation of SVF 3 and Merger Sub to complete the Business Combination is also subject to the satisfaction, or waiver by SVF 3, of the following conditions:

 

   

certain representations and warranties of Warehouse and Symbotic Holdings related to organization, good standing and qualification, capital structure, corporate authority and approval and brokers and finders will have been true and correct as of the date of the Merger Agreement and will be true and correct as of the Closing (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty will be so true and correct as of such particular date or period of time), in each case, in all material respects;

 

   

certain representations and warranties of Warehouse and Symbotic Holdings related to absence of certain changes will have been true and correct as of the date of the Merger Agreement and will be true and correct as of the Closing as though made as of the Closing (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty will be so true and correct as of such particular date or period of time);

 

   

other representations and warranties of Warehouse and Symbotic Holdings set forth will have been true and correct as of the date of the Merger Agreement and will be true and correct as of the Closing (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty will be so true and correct as of such particular date or period of time), except for any failure of any such representation and warranty to be so true and correct (without giving effect to any qualification by materiality or Material Adverse Effect (as defined in the Merger Agreement) contained therein) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

 

   

each of Warehouse and Symbotic Holdings will have performed or complied in all material respects with each of its obligations required to be performed or complied with by it under the Merger Agreement at or prior to the Closing;

 

   

since the date of the Merger Agreement, there will not have occurred any effect that, individually or in the aggregate, has resulted in a Material Adverse Effect and is continuing as of the Closing;

 

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the receipt by SVF 3 and Merger Sub of a certificate signed on behalf of Warehouse and Symbotic Holdings by an officer of Warehouse certifying as to the satisfaction of certain closing conditions; and

 

   

Warehouse and Symbotic Holdings will have delivered a counterpart of each of the transaction documents to which Warehouse, Symbotic Holdings or their affiliates is a party to SVF 3.

Conditions to Obligations of Warehouse and Symbotic Holdings

The obligation of Warehouse and Symbotic Holdings to complete the Business Combination is also subject to the satisfaction, or waiver by Warehouse, of the following conditions:

 

   

certain representations and warranties of SVF 3 and Merger Sub related to organization, good standing and qualification, capital structure, corporate authority and approval, SVF 3’s Trust Account and brokers and finders will be true and correct (without giving effect to any qualification by materiality or Material Adverse Effect contained therein) as of the Closing (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty will be so true and correct as of such particular date or period of time), in each case, in all material respects;

 

   

other representations and warranties of SVF 3 and Merger Sub set forth in the Merger Agreement will be true and correct as of the Closing (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty will be so true and correct as of such particular date or period of time), except for any failure of any such representation and warranty to be so true and correct (without giving effect to any qualification by materiality or material adverse effect set forth therein) that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on SVF 3 or prevent, materially delay or materially impair the ability of SVF 3 or Merger Sub to consummate the transactions contemplated by the Merger Agreement;

 

   

each of SVF 3 and Merger Sub will have performed or complied in all material respects with each of its obligations required to be performed or complied with by it under the Merger Agreement at or prior to the Closing;

 

   

the receipt by Warehouse of a certificate signed on behalf of SVF 3 and Merger Sub by an executive officer of SVF 3 certifying as to the satisfaction of certain closing conditions;

 

   

the shares of Class A common stock of the Post-Combination Company contemplated to be listed pursuant to the Merger Agreement will have been listed on NASDAQ and will be eligible for continued listing on NASDAQ immediately following the Closing (as if it were a new initial listing by an issuer that had never been listed prior to the Closing);

 

   

resignations of certain directors and officers of SVF 3;

 

   

the Closing SVF Cash being equal to or in excess of $350,000,000;

 

   

the consummation of the transactions contemplated by the Forward Purchase Agreement; and

 

   

SVF 3 and Merger Sub will have delivered a counterpart of each of the transaction documents to which SVF 3, Merger Sub or their affiliates is a party to Warehouse.

SVF 3 Exclusivity (page 266)

Through the Effective Time, SVF 3 has agreed not to take, nor permit any of its affiliates or representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement, letter of intent, memorandum of understanding or agreement in

 

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principle with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than Warehouse, its members and/or any of their affiliates or representatives) concerning, relating to or which is intended or is reasonably likely to give rise to or result in any offer, inquiry, proposal or indication of interest, written or oral, relating to any business combination other than with Warehouse, its members and their respective affiliates and representatives. SVF 3 has agreed to, and to cause its affiliates and representatives to, immediately cease any and all existing discussions or negotiations with any person conducted prior to the date of the Merger Agreement with respect to, or which is reasonably likely to give rise to or result in, a proposal for a business combination.

Acquisition Proposal; Alternative Transactions (page 266)

Warehouse has agreed that, from the date of the Merger Agreement until the earlier of the Effective Time or the termination of the Merger Agreement, it will not, and will cause its subsidiaries and its and their respective directors, officers and other employees and direct all other representatives not to, (i) initiate any negotiations with any person with respect to, or provide any non-public information or data concerning Warehouse or any of its subsidiaries to any person relating to, an acquisition proposal or alternative transaction or afford to any person access to the business, properties, assets or personnel of Warehouse or any of its subsidiaries in connection with an acquisition proposal or alternative transaction, (ii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an acquisition proposal or alternative transaction, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any person to make an acquisition proposal or alternative transaction.

Proxy Solicitation; Fiduciary Out (page 265)

SVF 3 has agreed to use reasonable best efforts to, as promptly as practicable, (i) establish the record date for, duly call, give notice of, convene and hold the Extraordinary General Meeting in accordance with the Cayman Companies Act and the Exchange Act, (ii) after the registration statement is declared effective under the Securities Act, cause this proxy statement/prospectus to be disseminated to SVF 3’s shareholders in compliance with applicable law, and (iii) solicit proxies from the holders of SVF 3’s common stock to vote in accordance with the recommendation of the SVF 3 board of directors with respect to each of the proposals contained in this proxy statement/prospectus. SVF 3 has agreed, through the SVF 3 board of directors, to recommend to its stockholders that they approve the proposals contained in this proxy statement/prospectus (the “SVF 3 board recommendation”) and will include the SVF 3 board recommendation in this proxy statement/prospectus, provided that, pursuant to the terms of the Merger Agreement, the SVF 3 board of directors will be permitted to change, withdraw, withhold, qualify and/or modify, and/or publicly propose to change, withdraw, withhold, qualify and/or modify, the SVF 3 board recommendation (a “modification in recommendation”) if the SVF 3 board of directors will have determined in good faith that a failure to make a modification in recommendation would be inconsistent with its fiduciary duties under applicable law.

Termination; Reimbursement Fee (page 251)

The Merger Agreement may be terminated at any time, but not later than the Closing, as follows:

 

   

by mutual written consent of SVF 3 and Warehouse;

 

   

by either SVF 3 or Warehouse if the Merger is not consummated on or before the date that is 180 days from the date of the Merger Agreement (as such date may be extended as a result of an adjournment of the Extraordinary General Meeting), which date may be extended for another 60 days if the registration statement of which this proxy statement/prospectus is a part has been filed but is not effective on the date that is 14 days prior to the end of the initial 180-day period;

 

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by either SVF 3 or Warehouse if the requisite approval of the stockholders of SVF 3 is not obtained at the Extraordinary General Meeting, as may be adjourned or postponed from time to time;

 

   

by either SVF 3 or Warehouse if any law or governmental order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger will have been enacted, issued, promulgated, enforced or entered and will have become final and non-appealable, provided that the right to terminate the Merger Agreement will not be available to any party that has breached in any material respect its obligations set forth in the Merger Agreement in any manner that will have proximately contributed to the enactment, issuance, promulgation, enforcement or entry of such law or governmental order;

 

   

by SVF 3 if Warehouse has breached its representations, warranties, covenants or agreements in the Merger Agreement such that the closing conditions would not be satisfied (subject to a cure period);

 

   

by SVF 3 if Warehouse fails to deliver the audited consolidated balance sheets of Warehouse and its subsidiaries for the fiscal years ended September 26, 2020 and September 25, 2021, and the audited consolidated statement of operations, statements of comprehensive income (loss), statements of changes in redeemable preferred and common units and members’ deficit and statements of cash flows of Warehouse and its subsidiaries for the same period, together with the notes and schedules thereto, accompanied by the reports thereon of Warehouse’s independent auditors (which reports shall be unqualified), in each case, prepared in accordance with GAAP and Regulation S-X and audited in accordance with the auditing standards of the Public Company Accounting Oversight Board (the “PCAOB Audited Financials”) by February 28, 2022;

 

   

by SVF 3 if the PCAOB Audited Financials contains material restatements, deviations, differences or modifications from the audited consolidated balance sheets of Warehouse and its subsidiaries as of September 26, 2020 and September 28, 2019 and the audited consolidated statement of operations, statements of comprehensive income (loss), statements of changes in redeemable preferred and common units and members’ deficit and statements of cash flows of Warehouse and its subsidiaries for the fiscal years then ended, together with the auditor’s reports thereon of the corresponding fiscal year that would reasonably be expected to significantly and negatively impact the equity value of Warehouse based on the methodology used to determine the equity value of Warehouse included in the non-binding term sheet dated August 2, 2021 between Warehouse and SVF 3, so long as SVF 3 notifies Warehouse of its decision to terminate within 15 days from receipt of the PCAOB Audited Financials;

 

   

by SVF 3 if Warehouse fails to obtain the requisite approval of the unitholders of Warehouse within 48 hours after the registration statement of which this proxy statement/prospectus is a part becomes effective; or

 

   

by Warehouse if SVF 3 or Merger Sub breaches its respective representations, warranties, covenants or agreements in the Merger Agreement such that the closing conditions would not be satisfied (subject to a cure period).

In the event of termination of the Merger Agreement and the abandonment of the Business Combination pursuant to the termination provisions set forth in the Merger Agreement, the Merger Agreement will become void and of no effect with no liability to any person on the part of any party (or any of its representatives or affiliates), provided, however, (a) no such termination will relieve any party of any liability or damages to any other party resulting from any willful breach of the Merger Agreement and (b) certain provisions, including those relating to the Trust Account, will continue in effect notwithstanding the termination of the Merger Agreement.

In the event the Merger Agreement is terminated in accordance with the termination rights set forth in the sixth or seventh bullets above, then SVF 3 shall be entitled to receive a reimbursement fee in the amount of $2,000,000 from Warehouse. The PCAOB Audited Financials were delivered to SVF 3 on February 4, 2022, thus ending SVF 3’s right to terminate pursuant to the sixth bullet above. SVF 3’s right to terminate pursuant to the seventh bullet above expired on February 19, 2022.

 

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The foregoing description of the Merger Agreement and the Business Combination is not complete and is subject to, and qualified in its entirety by reference to, the actual agreement, a copy of which is filed with this proxy statement/prospectus as Annex A, and the terms of which are incorporated herein by reference.

Other Agreements (page 228)

Equityholders Support Agreement

In connection with the execution of the Merger Agreement, SVF 3 and Warehouse entered into a support agreement (the “Equityholders Support Agreement”), a copy of which is attached to this proxy statement/prospectus as Annex G, with certain unitholders of Warehouse (the “Requisite Equityholders”), which collectively hold Warehouse Units representing a majority of the voting power of each class of the issued and outstanding Warehouse Units. The Equityholders Support Agreement provides, among other things, that each Requisite Equityholder will, with respect to all Warehouse Units held by such Requisite Equityholder: (i) deliver to Warehouse a written consent adopting and approving the Company Merger Agreement, the Merger Agreement, and the transactions contemplated thereby, including the Company Reorganization and the Business Combination; (ii) cause such units to be counted as present at any meeting of Warehouse unitholders with respect to the Business Combination for the purpose of establishing a quorum; (iii) vote all such units against any action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Business Combination or result in a breach of any obligation or agreement of Warehouse or Symbotic Holdings, as applicable, contained in the Merger Agreement or the Equityholders Support Agreement; and (iv) not transfer such units except in certain permitted transfers. See “The Business Combination—Other Agreements—Equityholders Support Agreement” for additional information.

Sponsor Support Agreement

In connection with the execution of the Merger Agreement, the Sponsor, the directors and officers of SVF 3 (the “SVF Insiders”) and Warehouse entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), a copy of which is attached to this proxy statement/prospectus as Annex H, whereby each of the Sponsor and the SVF Insiders agreed to vote their SVF 3 Class A ordinary shares and Founder Shares (collectively, the “Covered Shares”) in favor of the Merger and each other proposal included in the agenda for the Extraordinary General Meeting. The Sponsor and the SVF Insiders also agreed, among other things, that (i) they will cause their Covered Shares to be counted as present at the Extraordinary General Meeting for the purpose of establishing a quorum; (ii) vote against any action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Business Combination or result in a breach of any obligation or agreement of SVF 3, Merger Sub, the Sponsor or the SVF Insiders, as applicable, contained in the Merger Agreement, the Subscription Agreements or the Sponsor Support Agreement or result in any of the closing conditions not being fulfilled and (iii) vote against any change in business, management or the board of directors of SVF 3 (other than in connection with the Business Combination and related proposals). The Sponsor and SVF Insiders have also agreed not to redeem any Covered Shares owned by them. See “The Business Combination—Other Agreements—Sponsor Support Agreement” for additional information.

Sponsor Letter Agreement

In connection with the execution of the Merger Agreement, the Sponsor, the SVF Insiders, SVF 3 and Warehouse entered into a letter agreement (the “Sponsor Letter Agreement”), a copy of which is attached to this proxy statement/prospectus as Annex I. Pursuant to the Sponsor Letter Agreement, the Sponsor and the SVF Insiders agreed, subject to certain exceptions, not to transfer any of (a) the SVF 3 Class B ordinary shares and any securities into which such shares are converted in connection with the Closing and (b) the Private Placement Shares (but for the avoidance of doubt, not including any of the Post-Combination Company’s Class A common

 

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stock issued to Sponsor or any of its affiliates on the Closing Date pursuant to a Subscription Agreement or the Forward Purchase Agreement) (the shares set forth in the foregoing clauses (a) and (b), collectively, the “Sponsor Shares”) until the earlier of (i) one year after the completion of the Business Combination and (ii) the date following the completion of the Business Combination on which the Post-Combination Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Post-Combination Company’s shareholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if, subsequent to the Business Combination, the last reported sale price of the Post-Combination Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Business Combination, the Sponsor Shares shall be released from the foregoing lock-up.

The parties to the Sponsor Letter Agreement have also agreed that certain of the Sponsor Shares shall be subject to certain performance-based vesting provisions described below, and the Sponsor has agreed, subject to certain exceptions, not to transfer any unvested Sponsor Shares prior to the date such securities become vested. Pursuant to the Sponsor Letter Agreement, (i) 60% of the Sponsor Shares will vest at the Closing, (ii) 20% of the Sponsor Shares (the “$12.00 Threshold Shares”) will vest at such time as Triggering Event I occurs on or before the seventh anniversary of the Closing, and (iii) 20% of the Sponsor Shares (the “$14.00 Threshold Shares”) will vest at such time as Triggering Event II occurs on or before the seventh anniversary of the Closing. Any Sponsor Shares that remain unvested after the seventh anniversary of the Closing shall be forfeited.

In the event the Post-Combination Company enters into a binding agreement on or before (a) the seventh anniversary of the Closing and (b) the occurrence of Triggering Event I and/or Triggering Event II, related to certain sale transactions involving the outstanding voting equity securities of the Post-Combination Company or all or substantially all of the assets of the Post-Combination Company, (i) the $12.00 Threshold Shares (to the extent Triggering Event I has not occurred) shall vest on the day prior to the closing of such sale transaction if the per share price implied in such transaction is equal to or greater than $12.00, and (ii) the $14.00 Threshold Shares (to the extent Triggering Event II has not occurred) shall vest on the day prior to the closing of such sale transaction if the per share price implied in such transaction is equal to or greater than $14.00. See “The Business Combination—Other Agreements—Sponsor Letter Agreement” for additional information.

Unit Purchase Agreement

In connection with the execution of the Merger Agreement, SVF 3, Warehouse, Symbotic Holdings, and certain affiliated entities and trusts of the Symbotic Founder and his family members (the “Sellers”) entered into a Unit Purchase Agreement (the “Unit Purchase Agreement”), a copy of which is attached to this proxy statement/prospectus as Annex J. The Unit Purchase Agreement provides that following the Closing, but on the Closing Date, SVF 3 shall purchase from the Sellers an aggregate number of New Symbotic Holdings Common Units equal to the Repurchase Amount without any deductions or setoff, divided by $10.00, in each case, at a price of $10.00 per Purchase Unit in cash. Concurrently with the purchase of the Purchase Units, an equal number of shares of the Post-Combination Company’s Class V-3 common stock held by the Sellers will automatically and simultaneously be transferred to the Post-Combination Company and the Post-Combination Company shall cancel such shares of the Post-Combination Company’s Class V-3 common stock. See “The Business Combination—Other Agreements—Unit Purchase Agreement” for additional information.

Tax Receivable Agreement

In connection with the Closing, SVF 3 will enter into the Tax Receivable Agreement, a form of which is attached to this proxy statement/prospectus as Annex K, with the TRA Holders and New Symbotic Holdings. The Tax Receivable Agreement will generally provide for the payment by the Post-Combination Company to the

 

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TRA Holders of 85% of the amount of the cash savings, if any, in U.S. federal and state income tax that the Post-Combination Company actually realizes (or is deemed to realize in certain circumstances) in periods after the Closing as a result of (a) the existing tax basis in certain assets of New Symbotic Holdings that is allocable to the relevant New Symbotic Holdings Common Units, (b) any step-up in tax basis in New Symbotic Holdings’ assets resulting from (i) certain purchases of New Symbotic Holdings Common Units (including the purchases of the Purchase Units pursuant to the Unit Purchase Agreement), (ii) future exchanges of New Symbotic Holdings Common Units for cash or shares of the Post-Combination Company’s Class A common stock, (iii) certain distributions (if any) by New Symbotic Holdings and (iv) payments under the Tax Receivable Agreement, and (c) tax benefits related to imputed interest deemed to be paid by the Post-Combination Company as a result of payments under the Tax Receivable Agreement.

The Tax Receivable Agreement will generally provide for payments to be made as the Post-Combination Company realizes actual cash tax savings in periods after the Closing from the tax benefits covered by the Tax Receivable Agreement. Moreover, the Tax Receivable Agreement provides that, in the event that (i) the Post-Combination Company exercises its early termination rights under the Tax Receivable Agreement, (ii) the Post-Combination Company experiences certain changes of control or (iii) the Post-Combination Company breaches any of its material obligations under the Tax Receivable Agreement, the Post-Combination Company’s obligations under the Tax Receivable Agreement may accelerate and the Post-Combination Company could be required to make a lump-sum cash payment to each TRA Holder equal to the present value of all future payments that would have otherwise been made under the Tax Receivable Agreement, which lump-sum payment would be based on certain assumptions, including those relating to the Post-Combination Company’s future taxable income. The lump-sum payment could be substantial and could exceed the actual tax benefits that the Post-Combination Company realizes subsequent to such payment because such payment would be calculated assuming, among other things, that the Post-Combination Company would have certain tax benefits available to it and that the Post-Combination Company would be able to use the potential tax benefits in future years. See “The Business Combination—Other Agreements—Tax Receivable Agreement” for additional information.

Registration Rights Agreement

The Merger Agreement contemplates that, in connection with the consummation of the Business Combination, Symbotic Inc., the Sponsor, certain independent directors of SVF 3 and certain legacy Warehouse unitholders will enter into an amended and restated registration rights agreement (the “A&R Registration Rights Agreement”), a form of which is attached to this proxy statement/prospectus as Annex L. Pursuant to the A&R Registration Rights Agreement, Symbotic Inc. will agree to register for resale under the Securities Act certain shares of Symbotic Inc. common stock and other equity securities of Symbotic Inc. that are held by the parties thereto from time to time. See “The Business Combination—Other Agreements—Registration Rights Agreement” for additional information.

Subscription Agreements

In connection with the execution of the Merger Agreement, SVF 3 entered into Subscription Agreements (the “Subscription Agreements”), a form of which is attached to this proxy statement/prospectus as Annex M, with certain parties subscribing for shares of the Post-Combination Company’s Class A common stock (the “Subscribers”) pursuant to which the Subscribers have agreed to purchase, and SVF 3 has agreed to sell the Subscribers, an aggregate of 20,500,000 shares of the Post-Combination Company’s Class A common stock, at a purchase price of $10.00 per share for an aggregate purchase price of $205,000,000. The obligations to consummate the transactions contemplated by the Subscription Agreements are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Merger Agreement. See “The Business Combination—Other Agreements—Subscription Agreements” for additional information.

 

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New Symbotic Holdings LLC Agreement

Following the Closing, Symbotic Inc. will operate its business through New Symbotic Holdings. At the Closing, Symbotic Holdings, Symbotic Inc. and the other unitholders of Symbotic Holdings will enter into the New Symbotic Holdings LLC Agreement, a form of which is attached to this proxy statement/prospectus as Annex N. The operations of Symbotic Holdings, and the rights and obligations of its unitholders, will be set forth in the New Symbotic Holdings LLC Agreement. See “The Business Combination—Other Agreements—New Symbotic Holdings LLC Agreement” for additional information.

Forward Purchase Agreement

In connection with the SVF 3 IPO, SVF 3 entered into a Forward Purchase Agreement (the “Forward Purchase Agreement”) with an affiliate of the Sponsor (the “Forward Purchase Investor”), a form of which is attached to this proxy statement/prospectus as Annex O, which provides for the purchase of $150,000,000 of Class A ordinary shares (the “Forward Purchase Shares”) for $10.00 per share, in a private placement to close substantially concurrently with the closing of SVF 3’s initial business combination. The Forward Purchase Agreement also provided that the Forward Purchase Investor may elect to purchase up to an additional $50,000,000 of Forward Purchase Shares, for a purchase price of $10.00 per share. Any elections to purchase up to 5,000,000 additional Forward Purchase Shares will take place in one or more private placements in such amounts and at such time as the Forward Purchase Investor determines, but no later than simultaneously with the closing of SVF 3’s initial business combination. The Forward Purchase Investor has elected to purchase 5,000,000 additional Forward Purchase Shares for aggregate proceeds of $50,000,000 immediately prior to the Closing. SVF 3 and the Forward Purchase Investor may determine, by mutual agreement, to increase the number of additional Forward Purchase Shares at any time prior to SVF 3’s initial business combination. The obligations under the Forward Purchase Agreement do not depend on whether any Class A ordinary shares are redeemed by the Public Shareholders. The Forward Purchase Shares will be issued only in connection with the closing of the initial business combination. The proceeds from the sale of Forward Purchase Shares may be used as part of the consideration to the sellers in SVF 3’s initial business combination, expenses in connection with SVF 3’s initial business combination or for working capital in the post-transaction company.

Sources and Uses of Funds (page 84)

The following tables summarize the estimated sources and uses for funding the Business Combination assuming (i) that none of SVF 3’s outstanding Class A ordinary shares are redeemed in connection with the Business Combination and (ii) that 31,887,500 outstanding Class A ordinary shares (not including 112,500 Class A ordinary shares originally issued in the SVF 3 IPO and purchased by certain directors and officers of SVF 3, which are not subject to redemption in connection with the Business Combination) are redeemed in connection with the Business Combination. The number of Class A ordinary shares redeemable assuming Maximum Redemptions assumes that the per share redemption price is $10.00; the actual per share redemption price will be equal to the pro rata portion of the Trust Account calculated as of two business days prior to the consummation of the Business Combination. Although the pro forma amount of cash under the Maximum Redemptions scenario is less than the Minimum Cash Condition, Warehouse and Symbotic Holdings have not elected to waive such condition. Unless Warehouse and Symbotic Holdings elect to waive this condition, the Maximum Redemptions scenario set out in this section cannot occur.

 

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Estimated Sources and Uses (No Redemptions, in millions)

 

Sources

         

Uses

      

Proceeds from Trust Account

   $ 320      Cash to Balance Sheet    $ 524  

PIPE Investment

     205      Repurchase Amount      300  

Forward Purchase Shares

     200      Transaction Costs      76  

SVF Cash Outside Trust Account(1)

     1        

Net Warrant Exercise Proceeds

     174        

Total Sources

   $ 900      Total Uses    $ 900  

Estimated Sources and Uses (Maximum Redemptions, in millions)

 

Sources

         

Uses

      

Proceeds from Trust Account

   $ 1      Cash to Balance Sheet    $ 205  

PIPE Investment

     205      Repurchase Amount      300  

Forward Purchase Shares

     200      Transaction Costs      76  

SVF Cash Outside Trust Account(1)

     1        

Net Warrant Exercise Proceeds

     174        

Total Sources

   $ 581      Total Uses    $ 581  

 

(1)

As of December 31, 2021.

Please see the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Anticipated Accounting Treatment (page 256)

The Symbotic Founder, certain family members of the Symbotic Founder and certain affiliated entities and trusts of the Symbotic Founder and his family members, in the aggregate, under both the No Redemption and Maximum Redemption scenarios continue to control Warehouse before and after the Business Combination. The Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded in accordance with GAAP. Warehouse has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

 

   

The Symbotic Founder, certain family members of the Symbotic Founder and certain affiliated entities and trusts of the Symbotic Founder and his family members, in the aggregate, will have a majority of the voting power of the Post-Combination Company under both the No Redemption and Maximum Redemption scenarios;

 

   

The Symbotic Founder, certain family members of the Symbotic Founder and certain affiliated entities and trusts of the Symbotic Founder and his family members, in the aggregate, will have the ability to nominate and represent majority of the Post-Combination Company’s Board; and

 

   

Warehouse’s former management will comprise the vast majority of the management and executive positions of the Post-Combination Company.

Under this method of accounting, SVF 3 will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Warehouse issuing stock for the net assets of SVF 3, accompanied by a recapitalization. The net assets of SVF 3

 

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will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Warehouse.

Comparison of Equityholders’ Rights (page 287)

Following the consummation of the Business Combination, the rights of Warehouse unitholders who become the Post-Combination Company’s stockholders in the Business Combination will no longer be governed by Warehouse’s organizational documents and instead will be governed by the Proposed Charter and the Proposed Bylaws. See “Comparison of Equityholders’ Rights.

Summary Risk Factors

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the risk factors described under “Risk Factors.” Such risks include, but are not limited to:

 

   

Risks related to Symbotic’s business, operations and industry, including that:

 

   

Symbotic is an early-stage company with a limited operating history. Symbotic has not been profitable historically and may not achieve or maintain profitability in the near term or at all, and it is difficult to evaluate Symbotic’s future prospects and the risks and challenges it may encounter.

 

   

Symbotic depends heavily on principal customers, and therefore, its success is heavily dependent on its principal customers’ ability to grow their businesses and their adoption of Symbotic’s warehouse automation systems.

 

   

Symbotic’s operating results and financial condition may fluctuate from period to period, which could make its future operating results difficult to predict or cause its operating results to fall below analysts’ and investors’ expectations.

 

   

C&S Wholesale Grocers, an important customer of Symbotic, is an affiliate of Symbotic. Despite Symbotic’s affiliation with C&S Wholesale Grocers, there is no guarantee that they will continue to be a customer beyond the term of their current contract with Symbotic.

 

   

Symbotic depends upon key employees and other highly qualified personnel, and will need to hire and train additional personnel.

 

   

Symbotic’s new warehouse automation systems, software, services and products may not be successful or meet existing or future requirements in supply agreements with existing or future customers, and may be affected from time to time by design and manufacturing defects that could adversely affect its business, financial condition and results of operations and result in harm to its reputation.

 

   

Symbotic relies on suppliers to provide equipment, components and services. Any disruption to the suppliers’ operations could adversely affect Symbotic’s business, financial condition and results of operations.

 

   

The markets in which Symbotic participates could become more competitive and many companies may target the markets in which Symbotic does business. Additionally, Symbotic’s customers and potential customers may develop in-house solutions that compete with its warehouse automation systems. If Symbotic is unable to compete effectively with these potential competitors and developments, its sales and profitability could be adversely affected.

 

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If Symbotic is unable to develop new solutions, adapt to technological change, evolving industry standards and changing business needs or preferences, sell its software, services and products into new markets or further penetrate its existing markets, its revenue may not grow as expected.

 

   

Laws and regulations governing the robotics and warehouse automation industries are still developing and may restrict Symbotic’s business or increase the costs of its solutions, making Symbotic’s solutions less competitive or adversely affecting its revenue growth.

 

   

Supply chain interruptions may increase Symbotic’s costs or reduce its revenue.

 

   

Risks related to intellectual property, including that:

 

   

Symbotic may need to bring or defend itself against patent, copyright, trademark, trade secret or other intellectual property infringement or misappropriation claims, which may adversely affect its business, financial condition and results of operations by limiting its ability to use technology or intellectual property and causing it to incur substantial costs.

 

   

Symbotic’s business, financial condition and results of operations may be adversely affected and the value of its brand, products and other intangible assets may be diminished if it is unable to maintain and protect its IP from unauthorized use, infringement or misappropriation by third parties.

 

   

Risks related to cybersecurity, software deficiencies, service interruptions and data privacy, including that:

 

   

Symbotic has experienced cybersecurity incidents in the past and may experience further cybersecurity incidents or security breaches of its systems or IT (including third-party systems or IT that Symbotic relies on to operate its business) in the future, which may result in system disruptions, shutdowns or unauthorized access to or disclosure of confidential or personal information.

 

   

Symbotic’s ability to efficiently manage and expand its business depends significantly on the reliability, capacity and protection of its systems and IT(including third-party systems or IT that Symbotic relies on to operate its business). Real or perceived errors, failures, bugs, defects or security breaches or interruptions of these systems and IT could disrupt its operations, lead to loss of proprietary information, damage its relationships with customers or its vendors, result in regulatory investigations and penalties, lead to liability and litigation, negatively impact its reputation and otherwise adversely affect its business, financial condition and results of operations.

 

   

Risks related to SVF 3 and the Business Combination, including that:

 

   

SVF 3 shareholders will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.

 

   

If the Business Combination’s benefits do not meet the expectations of financial analysts, the market price of the Post-Combination Company’s Class A common stock may decline.

 

   

The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Merger Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

 

   

SVF 3 directors and officers may have interests in the Business Combination different from the interests of SVF 3 shareholders.

 

   

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is preliminary and the actual financial condition and results of operations after the Business Combination may differ materially.

 

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Because SVF 3 is incorporated under the laws of the Cayman Islands, in the event the Domestication is not completed, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

 

   

Symbotic’s financial results forecast relies in large part upon assumptions and analyses developed by Symbotic. If these assumptions or analyses prove to be incorrect, Symbotic’s actual results may be materially different from its forecasted results.

 

   

Legal proceedings in connection with the business combination, the outcomes of which are uncertain, could delay or prevent the completion of the business combination.

 

   

Risks related to redemption, including that:

 

   

There is no guarantee that a SVF 3 Public Shareholder’s decision whether to redeem their Public Shares for a pro rata portion of the Trust Account will put such shareholder in a better future economic position.

 

   

If you or a “group” of shareholders of which you are a part are deemed to hold an aggregate of more than 15% of the Public Shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of the Public Shares.

 

   

Other risks, including that:

 

   

As a private company, Symbotic has not been required to document and test, management has not been required to certify, and its auditors have not been required to opine on, the effectiveness of its internal controls over financial reporting. Failure to maintain adequate financial, IT and management processes and controls could result in material weaknesses and errors in Symbotic’s financial reporting, which could adversely affect its business, financial condition and results of operations. Moreover, there are inherent limitations in all control systems, and misstatements due to error or fraud that could seriously harm its business may occur and not be detected.

 

   

The dual class structure of the Post-Combination Company’s common stock has the effect of concentrating voting control with the Symbotic Founder, certain family members of the Symbotic Founder and certain affiliated entities and trusts of the Symbotic Founder and his family members; this will limit or preclude your ability to influence corporate matters.

 

   

Symbotic shares certain key executives with C&S Wholesale Grocers, which means those executives will not devote their full time and attention to the Post-Combination Company’s affairs, and the overlap may give rise to conflicts.

Information about SVF 3 (page 143)

SVF Investment Corp. 3 is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. SVF 3’s Class A ordinary shares are currently listed on NASDAQ under the symbol “SVFC.” The mailing address of SVF 3’s principal executive office is 1 Circle Star Way, San Carlos, California 94070 and the telephone number of SVF 3’s principal executive office is (650)-562-8100.

Information about Symbotic (page 172)

Symbotic’s vision is to make the supply chain work better for everyone. It does this by developing, commercializing, and deploying innovative, end-to-end technology solutions that dramatically improve supply chain operations. Symbotic currently automates the processing of pallets and cases in large warehouses or

 

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distribution centers for some of the largest retail companies in the world. Its systems enhance operations at the front end of the supply chain, and therefore benefit all supply partners further down the chain, irrespective of fulfillment strategy.

The mailing address of Warehouse Technologies LLC’s principal executive office is 200 Research Drive, Wilmington, MA 01887 and the telephone number of Warehouse’s principal executive office is (978) 284-2800.

 

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Summary Historical Financial Data For SVF 3

The following table shows summary historical financial data of SVF 3 for the periods and as of the dates indicated.

The summary historical financial data of SVF 3 as of and for the period ended December 31, 2021 was derived from the audited historical consolidated financial statements of SVF 3 included elsewhere in this proxy statement/prospectus.

The following table should be read in conjunction with the sections entitled “Information About SVF 3,” “Selected Historical Financial Information of SVF 3” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of SVF 3” and the historical financial statements and the notes and schedules related thereto, included elsewhere in this proxy statement/prospectus. The historical results presented below are not necessarily indicative of financial results to be achieved by the business following the Business Combination.

 

     For the Year
Ended
December 31,
2021
(Unaudited)
 

Statement of Operations Data:

  

Loss from operations

   $ (6,492,183

Other income, net

     16,430  

Net loss

     (6,475,753

Basic and diluted weighted average shares outstanding of Class A ordinary shares subject to possible redemption

     25,950,685  

Basic and diluted net loss per ordinary share, Class A ordinary shares subject to possible to possible redemption

     (0.19

Basic and diluted weighted average shares outstanding of non-redeemable ordinary shares(1)

     8,654,356  

Basic and diluted net loss per ordinary share, non-redeemable ordinary shares

     (0.19

Statement of Cash Flows Data:

  

Net cash used in operating activities

     (3,382, 804

Net cash used in investing activities

     (320,000,000

Net cash provided by financing activities

     324,195,688  

 

(1)

On January 29, 2021, SVF 3 effected a share dividend of 12,125,000 Class B ordinary shares, and on February 3 and February 26, 2021, the Sponsor surrendered 5,000,000 and 2,000,000 Class B ordinary shares for no consideration, respectively. The share dividend and share surrender resulted in an aggregate of 8,000,000 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share capitalization.

 

     As of
December 31,

2021
 

Balance Sheet Data:

  

Total assets

   $ 321,708,203  

Total liabilities

     15,249,443  

Total shareholders’ equity (deficit)

     (13,541,240

 

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Summary Historical Financial Data For Symbotic

The following tables show summary historical financial data of Symbotic for the periods and as of the dates indicated.

The summary historical consolidated financial information for Symbotic for the years ended September 25, 2021, September 26, 2020 and September 28, 2019, and the summary consolidated balance sheet as of September 25, 2021 and September 26, 2020 have been derived from Symbotic’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus.

The summary historical consolidated financial information for Symbotic for the three months ended December 25, 2021 and December 26, 2020, and the summary consolidated balance sheet as of December 25, 2021 have been derived from Symbotic’s unaudited consolidated financial statements included elsewhere in this proxy statement/prospectus.

The summary information in the following tables should be read in conjunction with “Selected Historical Consolidated Financial Information of Symbotic,” “Symbotic’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Symbotic’s consolidated financial statements and related notes thereto included elsewhere in this proxy statement/prospectus.

 

    Three Months Ended     Year Ended  
    December 25,
2021
    December 26,
2020
    September 25,
2021
    September 26,
2020
    September 28,
2019
 
    (in thousands)  

Consolidated Statements of Operations Data:

         

Revenue

  $ 77,064       5,542     $ 251,913     $ 92,086     $ 100,123  

Gross profit (loss)

    14,468       (565     10,447       (18,930     (19,964

Operating loss

    (23,075     (26,186     (122,381     (110,377     (105,793

Net loss

    (23,053     (26,203     (122,314     (109,521     (104,361

Loss per unit attributable to Class A Units and Class C Units, basic and diluted

  $ (4.88   $ (5.36   $ (24.16   $ (21.64   $ (20.16

Weighted average units used in computing loss per unit attributable to Class A Units and Class C Units, basic and diluted

    6,494,932       6,426,203       6,426,203       6,426,203       6,426,203  

Consolidated Statements of Cash Flows Data:

         

Net cash and cash equivalents provided by / (used in) operating activities

  $ 40,000     $ 45,890     $ 109,567     $ (124,307   $ 17,185  

Net cash and cash equivalents used in investing activities

    (7,505     (1,199     (12,168     (5,059     (4,327

Net cash and cash equivalents provided by financing activities

    173,796       —         —         100,000       —    

 

     December 25,
2021
     September 25,
2021
     September 26,
2020
 
     (in thousands)  

Consolidated Balance Sheet Data:

        

Total assets

   $ 454,861      $ 280,535      $ 224,953  

Total liabilities

     581,353        557,503        409,029  

Redeemable preferred and common units

     852,121        836,260        660,391  

Total members’ deficit

     (978,613      (1,113,228      (844,467

 

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Summary Unaudited Pro Forma Condensed Combined Financial Information

The following summary unaudited pro forma condensed combined financial data (the “summary pro forma data”) gives effect to the transactions contemplated by the Merger Agreement. Under both the No Redemptions and the Redemptions to Minimum Cash Condition scenario, the Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, SVF 3 will be treated as the “acquired” company for financial reporting purposes with Warehouse considered to be the accounting acquirer. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Warehouse issuing stock for the net assets of SVF 3, accompanied by a recapitalization. The net assets of SVF 3 will be stated at historical cost, with no goodwill or other intangible assets recorded. The summary unaudited pro forma condensed combined balance sheet as of December 25, 2021 gives effect to the Business Combination, as if it had occurred on December 25, 2021.The summary unaudited pro forma condensed combined statements of operations data for the three months ended December 25, 2021 and year ended September 25, 2021 give effect to the Business Combination, as if it had occurred on September 27, 2020.

The summary pro forma data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information (the “pro forma financial statements”) of SVF 3 appearing elsewhere in this proxy statement/prospectus and the accompanying notes to the pro forma financial statements. The pro forma financial statements are based upon, and should be read in conjunction with, the historical consolidated financial statements and related notes of SVF 3 and Symbotic included in this proxy statement/prospectus.

The summary pro forma data have been presented for informational purposes only and are not necessarily indicative of what Symbotic’s and SVF 3’s financial position or results of operations actually would have been had the Business Combination been completed as of the dates indicated. In addition, the summary pro forma data do not purport to project the future financial position or operating results of the Post-Combination Company.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of common stock:

 

   

Assuming No Redemptions: This scenario assumes that no public shareholders of SVF 3 exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account.

 

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Assuming Redemptions to Minimum Cash Condition: For the purposes of the summary pro forma data, this scenario assumes that 30,717,883 SVF 3 Class A ordinary shares are redeemed for an aggregate payment of approximately $307 million (based on the estimated per share redemption price of approximately $10.00 per share) from the Trust Account. Although all 31,887,500 SVF 3 Class A ordinary shares are subject to redemption (not including 112,500 Class A ordinary shares originally issued in the SVF 3 IPO and purchased by certain directors and officers of SVF 3, which are not subject to redemption in connection with the Business Combination), the Merger Agreement includes a Minimum Cash Condition of $350.0 million comprising (i) the cash held in the trust account after giving effect to the SVF 3 share redemptions and settlement of outstanding transaction expenses (ii) Cash and Cash Equivalents of SVF 3 and (iii) proceeds from the PIPE Investment and the sale of Forward Purchase Shares.

 

     Combined Pro Forma  
(in thousands, except share and per share data)    Assuming No
Redemptions
    Assuming
Redemptions to
Minimum Cash
Condition
 

Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data

    

Three months ended December 25, 2021

    

Revenue

   $ 77,064     $ 77,064  

Net loss attributable to stockholders

   $ (3,512   $ (2,258

Net loss per share attributable to class A common stock - basic and diluted

   $ (0.04   $ (0.05

Weighted average shares of class A common stock outstanding—basic and diluted

     78,124,000       47,406,117  

Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data

    

Year ended September 25, 2021

    

Revenue

   $ 251,913     $ 251,913  

Net loss attributable to stockholders

   $ (35,639   $ (29,059

Net loss per share attributable to class A common stock—basic and diluted

   $ (0.46   $ (0.61

Weighted average shares of class A common stock outstanding—basic and diluted

     78,124,000       47,406,117  

Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data

    

As of December 25, 2021

    

Total assets

   $ 811,993     $ 504,814  

Total liabilities

   $ 581,353     $ 581,353  

Total stockholders equity attributable to stockholders

   $ 33,784     $ (6,250

Noncontrolling interests

   $ 196,856     $ (70,289

Total equity

   $ 230,640     $ (76,539

 

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MARKET PRICE AND DIVIDEND INFORMATION

SVF 3

SVF 3’s Class A ordinary shares are traded on NASDAQ under the symbol “SVFC.”

The closing price of the Class A ordinary shares on December 10, 2021, the last trading day before announcement of the execution of the Merger Agreement, was $9.92. As of April 25, 2022, the SVF 3 Record Date, the closing price of the Class A ordinary shares was $9.91.

Prior to the announcement of the execution of the Merger Agreement, information regarding merger negotiations between SVF 3 and Symbotic became known to the public on October 18, 2021. On October 15, 2021, the last trading day before October 18, 2021, the closing price of the Class A ordinary shares was $9.86.

Holders of the Class A ordinary shares should obtain current market quotations for their securities. The market price of SVF 3’s securities could vary at any time before the Business Combination.

Holders

As of the SVF 3 Record Date, there were two holders of record of SVF 3’s Class A ordinary shares and three holders of record of SVF 3’s Class B ordinary shares. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose shares are held of record by banks, brokers and other financial institutions.

Dividend Policy

SVF 3 has not paid any cash dividends on its ordinary shares to date and does not intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon the Post-Combination Company’s revenue and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of the Post-Combination Company’s board of directors at such time. The Post-Combination Company’s ability to declare dividends may also be limited by restrictive covenants pursuant to any debt financing agreements.

Symbotic

Historical market price information for Warehouse’s units is not provided because there is no public market for Warehouse’s units. See “Symbotic’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

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RISK FACTORS

In addition to the other information contained in this proxy statement/prospectus, including the matters addressed under the heading “Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus.

Risks Related to Symbotic

In this section, “we,” “us” and “our” refer to Symbotic prior to the Business Combination and to Symbotic Inc., or the Post-Combination Company, from and following the Business Combination.

Risks Related to Our Business, Operations and Industry

We are an early-stage company with a limited operating history and a history of losses. We have not been profitable historically and may not achieve or maintain profitability in the near term or at all, and it is difficult to evaluate our future prospects and the risks and challenges we may encounter.

We face significant risks and difficulties as an early-stage company and have a limited operating history upon which to evaluate the viability and sustainability of our technology, systems and processes, which increases the risk to your investment. In addition, we have an accumulated deficit of $1,154.9 million as of September 25, 2021 and $856.9 million as of September 26, 2020 and have incurred recurring net losses since inception, including net losses of $122.3 million and $109.5 million, respectively, for the years ended September 25, 2021 and September 26, 2020. We believe we will continue to incur operating losses in the near term as we continue to invest significantly in our business to position us for future growth, including expending substantial financial and other resources on:

 

   

product development, including investments in our product development team and the development of new products and new functionality for our warehouse automation systems, as well as investments in further optimizing our existing warehouse automation systems and robotics technology, software, products and infrastructure;

 

   

our technology infrastructure, including systems architecture, scalability, availability, performance and security;

 

   

acquisitions and strategic transactions;

 

   

our international operations and anticipated international expansion; and

 

   

general administration, including increased legal, compliance and accounting expenses associated with being a public company.

These efforts may be costlier than we expect, and our revenue may not grow at a rate to offset these expenses. We may make investments that do not generate optimal short- or medium-term financial results and may even incur increased operating losses in the short or medium term with no assurance that we will eventually achieve the intended long-term benefits or profitability.

Our investments in our technology, products and services may not be successful on the timeline we anticipate or at all, and may not result in increased revenue growth. Additionally, we have encountered, and may in the future encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as unforeseen operating expenses, difficulties, complications, delays and other known or unknown factors that may result in losses in future periods. If our revenue growth does not meet our expectations in future periods, or we are unable to maintain or increase our revenue at a rate sufficient to offset the expected increase in our costs, our business, financial position and results of operations will be harmed, and we may not be able to achieve or maintain profitability over the long term.

 

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As our businesses expand, our historical results may not be indicative of our future performance and you should consider our future prospects in light of the risks and uncertainties of early-stage companies operating in fast evolving high-tech industries in emerging markets.

As a result, it is difficult to predict our future revenue or appropriately budget for our expenses. In the event that actual results differ from our estimates or we adjust our estimates in future periods, our operating results and financial position could be materially affected. The projected financial information appearing elsewhere in this proxy statement/prospectus has been prepared by our management and reflects current estimates of future performance. The projected results depend on the successful implementation of our management’s growth strategies and are based on assumptions and events over which we have only partial or no control. Important factors that may affect actual results and cause the results reflected in the projected financial information not to be achieved include, among other things, risks and uncertainties relating to Symbotic’s business, industry performance, the regulatory environment, and general business and economic conditions. The prospective financial information also reflects assumptions as to certain business decisions that are subject to change.

We depend heavily on principal customers, and therefore, our success is heavily dependent on our principal customers’ ability to grow their businesses and their adoption of our warehouse automation systems.

Walmart, our largest customer, accounted for approximately 67% of our total revenue in the fiscal year ended September 25, 2021 and for a substantial majority of our $5.4 billion Backlog (as defined herein) as of September 25, 2021. We have worked with Walmart since 2015 and entered into a Master Automation Agreement with Walmart in 2017 to implement systems in 25 of Walmart’s 42 regional distribution centers (as it may be amended and/or restated from time to time, the “Walmart MAA”). Pursuant to such agreement, we have agreed to certain restrictions on our ability to sell or license our products and services to a specified company or its subsidiaries, affiliates or dedicated service providers. Walmart will also have certain board observation rights following the Business Combination. Thus, our ability to maintain a close, mutually beneficial relationship with Walmart is an important element in our continued growth.

The loss or cancellation of business from Walmart, including our failure to properly implement or optimize our warehouse automation systems in Walmart’s distribution centers, or our failure to comply with the terms of the Walmart MAA, could materially and adversely affect our business, financial condition or results of operations. Similarly, if Walmart is not able to grow its business or its business declines, including as a result of a reduction in the level of discretionary spending by its customers or competition from other retailers, our business, financial condition or results of operations may be materially and adversely affected.

In addition to our dependence on Walmart, we are also dependent upon sales to C&S Wholesale Grocers, Inc. (“C&S Wholesale Grocers”), with which we are affiliated, Albertsons, Giant Tiger and Target. Net sales to these customers accounted for approximately 33% of our total revenue in the fiscal year ended September 25, 2021. It is not possible for us to predict the level of demand that will be generated by any of these customers in the future. In addition, revenue from these larger customers may fluctuate from time to time based on these customers’ business needs and customer experience, the timing of which may be affected by market conditions or other factors outside of our control. To the extent that one or more customers in this group decide not to implement our warehouse automation systems in their distribution centers or decide to retain manual solutions or adopt single point automated solutions for their distribution centers, our business, financial condition or results of operations may be materially and adversely affected.

C&S Wholesale Grocers, an important customer, is an affiliate of Symbotic. Despite our affiliation with C&S Wholesale Grocers, there is no guarantee that they will continue to be a customer beyond the term of their current contracts with us.

Our Founder, Board Chair, President and Chief Product Officer, Richard B. Cohen, also serves as the Executive Chairman of C&S Wholesale Grocers. Additionally, Mr. Cohen and trusts for the benefit of his family

 

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are the only beneficial stockholders of C&S Wholesale Grocers. As a result, C&S Wholesale Grocers can be considered an affiliate of Symbotic.

C&S Wholesale Grocers is also an important customer that has implemented production Symbotic systems as well as proof of concept and test systems in its facilities. All Symbotic systems purchased under our existing contracts with C&S Wholesale Grocers have been delivered, though we have ongoing software license and maintenance obligations under our contracts with C&S through March 2026. Despite our affiliation with C&S Wholesale Grocers, there is no guarantee that they will continue to be a customer beyond the term of their current contracts with us. To the extent C&S Wholesale Grocers decides not to renew its current contracts with us or to implement additional Symbotic warehouse automation systems in their distribution centers, our business, financial condition or results of operations may be materially and adversely affected.

Our operating results and financial condition may fluctuate from period to period, which could make our future operating results difficult to predict or cause our operating results to fall below analysts’ and investors’ expectations.

Our operating results and financial condition fluctuate from quarter to quarter and year to year and are likely to continue to vary due to a number of factors, many of which will not be within our control. Both our business and warehouse automation are changing and evolving rapidly, and our historical operating results may not be useful in predicting our future operating results. If our operating results do not meet the guidance that we provide to the marketplace or the expectations of securities analysts or investors, the market price of our common stock will likely decline. Fluctuations in our operating results and financial condition may be due to a number of factors, including:

 

   

the portion of our revenue attributable to software license and maintenance fees and system operation service fees versus milestone payments for system installation and other sales;

 

   

changes in pricing by us in response to competitive pricing actions;

 

   

the ability of our equipment vendors to continue to manufacture high-quality products and to supply sufficient products to meet our demands;

 

   

the impact of shortages of components, commodities or other materials, including semiconductors and integrated circuits, and other supply chain disruptions;

 

   

our ability to control costs, including our operating expenses and the costs of the equipment we purchase;

 

   

the timing and success of introductions of new solutions, products or upgrades by us or our competitors;

 

   

changes in our business and pricing policies or those of our competitors;

 

   

competition, including entry into the industry by new competitors and new offerings by existing competitors;

 

   

our ability to successfully manage any past or future acquisitions, strategic transactions and integrations of businesses;

 

   

our ability to obtain, maintain, protect or enforce our IP (as defined herein), including our trademarks and patents, and maintaining the confidentiality of our trade secrets;

 

   

the amount and timing of expenditures, including those related to expanding our operations, increasing research and development, improving facilities and introducing new warehouse automation systems;

 

   

the ability to effectively manage growth within existing and new markets domestically and abroad;

 

   

changes in the payment terms for our warehouse automation systems;

 

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the strength of regional, national and global economies;

 

   

the impact of cybersecurity incidents or security breaches; and

 

   

the impact of natural disasters, health pandemics or man-made problems such as terrorism.

Due to the foregoing factors, and the other risks discussed in this proxy statement/prospectus, you should not rely on quarter-over-quarter and year-over-year comparisons of our operating results as an indicator of our future performance.

Complex software and technology systems will need to be developed, both in-house and in coordination with vendors and suppliers, for us to successfully produce and integrate our warehouse automation systems with our customers’ existing warehouses, and there can be no assurance that such systems will be successfully developed.

Our warehouse automation systems require a substantial amount of third-party and proprietary in-house software and complex hardware to be installed and to operate in our customers’ warehouses. The development of such advanced technologies is inherently complex and costly, and we will need to coordinate with our vendors and suppliers in order to produce and integrate our warehouse automation systems with our clients’ infrastructure. In the future, one or more of our third-party software or hardware providers may choose not to support the operation of their software, software services and infrastructure with our system, or our system may not support the capabilities needed to operate with such software, software services and infrastructure. Defects and errors may be revealed over time (and may not even be known until after our systems have been deployed to our customers) and our control over the performance of third-party services and systems may be limited. We may be unable to develop the necessary software and technology systems or meet the technological requirements and production timing to support our business plan. In addition, our systems may not comply with the cost, performance useful life and warranty requirements we anticipate in our business plan. As a result, our business plan could be significantly impacted and we may incur significant liabilities under warranty claims, which could adversely affect our business, prospects and results of operations.

We depend upon key employees and other highly qualified personnel, including hardware and software engineers, and will need to hire and train additional personnel.

Our success depends on the continuing services of key employees. We believe the depth and quality of the experience of our management team with the retail supply chain, distribution logistics, automation and robotics technology is a key to our ability to be successful. The loss of any of these individuals could materially and adversely affect our business, prospects, financial condition and operating results. Additionally, the success of our operations will largely depend upon our ability to successfully attract and retain competent and qualified key management personnel. As with any company with limited resources, there can be no guarantee that we will be able to attract such individuals or that the presence of such individuals will necessarily translate into profitability for us.

Our success also depends, in part, on our continuing ability to identify, hire, attract, train and develop other highly qualified personnel, in particular hardware and software engineers. Experienced and highly skilled employees are in high demand and competition for these employees can be intense, and our ability to hire, attract and retain them depends on our ability to provide competitive compensation. We may not be able to attract, assimilate, develop or retain qualified personnel in the future, and our failure to do so could adversely affect our business, including the execution of our business strategy.

In the event that our employees seek to join a labor union, higher employee costs and increased risk of work stoppages or strikes could result. We may also directly or indirectly depend upon other companies with unionized workforces, including suppliers, and work stoppages or strikes with respect to those companies could have a material adverse impact on our business, financial condition or results. Higher employee costs may also result

 

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from the high demand and competition for employees. Our inability to attract and retain key employees and highly qualified personnel in a timely and cost-effective manner could materially and adversely affect our business, prospects, financial condition and operating results.

Our new warehouse automation systems, software, services and products may not be successful or meet existing or future requirements in supply agreements with existing or future customers.

We installed our first warehouse automation system in a customer distribution center in 2012 and launched our current warehouse automation system in 2017. Since that time, we have continued to refine the robotics technology and capabilities of our automated systems and anticipate continuing to upgrade our warehouse automation system and related software, services and products in the future. The warehouse automation systems, software, services and products we may launch in the future may not be well received by our customers, may not help us to generate new customers, may adversely affect the attrition rate of existing customers and may increase our customer acquisition costs and the costs to service our customers. Any revenue, if any, we may generate from these or other new warehouse automation systems, software, services or products may be lower than revenue generated from our existing warehouse automation systems, software, services and products and may not be sufficient for us to recoup our development or customer acquisition costs incurred, particularly if launch dates are delayed for our new warehouse automation systems, software, services or products or we are unable to scale such systems, products, software or services. In addition, new warehouse automation systems, software, services and products may require increased operational expenses or customer acquisition costs and present new and difficult technological and intellectual property challenges that may subject us to claims or complaints if our customers experience installation issues, service disruptions or failures or other quality issues. To the extent our new warehouse automation systems, software, services and products are not successful, it could have an adverse impact on our business, financial condition, cash flows or results of operations.

We rely on suppliers to provide equipment, components and services. Any disruption to the suppliers’ operations could adversely affect our business, financial condition and results of operations.

Our business requires that we buy equipment, components and services including electronic components and commodities. Our reliance on suppliers involves certain risks, including:

 

   

poor quality or an insecure supply chain, which could adversely affect the reliability and reputation of our hardware and software products, solutions and services;

 

   

changes in the cost of these purchases due to inflation, exchange rate fluctuations, taxes, tariffs, commodity market volatility or other factors that affect our suppliers;

 

   

embargoes, sanctions and other trade restrictions that may affect our ability to purchase from various suppliers;

 

   

risks related to intellectual property such as challenges to ownership of rights or alleged infringement by suppliers; and

 

   

shortages of components, commodities or other materials, including semiconductors and integrated circuits, which could adversely affect our manufacturing efficiencies and ability to make timely delivery of our products, solutions and services.

Any of these uncertainties could adversely affect our profitability and ability to compete. We also maintain several single-source supplier relationships because the relationship is advantageous due to performance, quality, support, delivery, capacity or price considerations. Unavailability of, or delivery delays for, single-source components or products could adversely affect our ability to ship the related products in a timely manner. While substitute sources of supply are available, qualifying alternative suppliers and establishing reliable supplies could cost more or result in delays and a loss of sales.

 

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The suppliers on which we rely have each entered into supply agreements with us, and a number of these agreements provide the supplier with a termination right upon notice for any reason or no reason. A supplier’s choice to give notice of termination could disrupt our operations, negatively impact our reputation and adversely affect our business, financial condition and results of operations.

We rely on a number of suppliers for raw materials and components for our systems, and have entered into supply agreements with such suppliers. A number of these supply agreements provide the supplier with a termination right for any reason or no reason. If one of our suppliers terminates their relationship with us, or experiences a supply chain disruption, we could experience delays in our ability to deliver systems to our customers. In addition, while most raw materials and components for our systems are available from multiple suppliers, certain of those items are only available from limited sources. Should any of these suppliers become unavailable or inadequate, or impose terms unacceptable to us, such as increased pricing terms, we could be required to spend a significant amount of time and expense to develop alternate sources of supply, and we may not be successful in doing so on terms acceptable to us, or at all. As a result, the loss of a supplier could adversely affect our relationship with our customers and our reputation, as well as our business, financial condition and results of operations.

We currently share certain services with C&S Wholesale Grocers including, but not limited to, insurance, tax and treasury services. We are in the process of procuring such services separately from C&S Wholesale Grocers or entering into agreements that govern the use of shared services with C&S Wholesale Grocers. Among other potential risks, this process may result in increased costs, including insurance costs, for Symbotic.

We currently rely on certain shared services with our affiliate, C&S Wholesale Grocers, in the operation of our business. A number of these services, including certain insurance, tax and treasury services, information technology (“IT”) equipment and security systems and certain other arrangements (including other support services), are pursuant to unwritten arrangements with C&S Wholesale Grocers. We are currently in the process of entering into independent arrangements and/or agreements with C&S Wholesale Grocers with respect to these services, including with respect to the allocation of liabilities and obligations attributable to us and to C&S Wholesale Grocers under any continued shared services. This process may result in increased costs, including insurance costs, for us. In addition, if these arrangements terminate or expire and we do not enter into replacement agreements, we could suffer operational difficulties and/or significant losses.

The markets in which we participate could become more competitive and many companies, including large retail and e-commerce companies, companies that offer point solutions or other end-to-end or specific supply chain functionalities and other companies that focus on automated technologies, may target the markets in which we do business. Additionally, our customers and potential customers may develop in-house solutions that compete with our warehouse automation systems. If we are unable to compete effectively with these potential competitors and developments, our sales and profitability could be adversely affected.

We provide a system that offers full robot-to-robot, end-to-end supply chain automation solutions. Accordingly, we compete with a number of companies that offer solutions to the retail distribution market, including companies that (i) offer point solutions such as Grey Orange, Locus Robotics, Vecna, OPEX, Fetch and Berkshire Grey; (ii) offer end-to-end solutions, most notably Witron, Honeywell, Dematic, Vanderlande, SSI Schaefer and Swisslog, which are composed of a disparate set of point solutions; and (iii) may offer solutions such as Exotec, Ocado and AutoStore that focus exclusively on e-commerce. Although we believe that our system is significantly differentiated from these offerings, the markets in which we participate may become more competitive in the future.

Our ability to compete depends on a number of factors, including:

 

   

our warehouse automation systems’ functionality, performance, ease of use, ease of installation, reliability, availability and cost effectiveness relative to that of our competitors’ products;

 

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our success in utilizing new and proprietary technologies (including software) to offer solutions and features previously not available in the marketplace;

 

   

our success in identifying new markets, applications and technologies and evolving our product to address these markets;

 

   

our ability to attract and retain customers;

 

   

our name recognition and reputation; and

 

   

our ability to obtain, maintain, protect and enforce our IP.

Our customers may also internally develop their own automated solutions for their warehouses and distribution centers. Our market may need further education on the value of automation solutions and our platform and products, and on how to integrate them into current operations. A lack of understanding as to how our automation platform and products operate may cause potential customers to prefer more traditional technologies or limited point solutions or internally-developed automated processes or to be cautious about investing in our warehouse automation systems and products. If we are unable to educate potential customers and change the market’s readiness to accept our technology, then our business, results of operations and financial condition may be harmed.

If we are unable to develop new solutions, adapt to technological change, sell our software, services and products into new markets or further penetrate our existing markets, our revenue may not grow as expected.

Our ability to increase sales will depend, in large part, on our ability to enhance and improve our warehouse automation systems, software, services and products, introduce new robotic technology and automation systems in a timely manner, sell into new markets and further penetrate our existing markets. The success of any enhancement or new warehouse automation systems, software, services and products depends on several factors, including the timely completion, introduction and market acceptance of such systems, software, services and products, and the ability to maintain and develop relationships with customers and vendors. Any new warehouse automation system, product or service we develop or acquire may not be introduced in a timely or cost-effective manner. Any new markets into which we attempt to sell our warehouse automation systems, software, services and products may not be receptive. Our ability to further penetrate our existing markets depends on the quality, availability and reliability of our warehouse automation systems, software, services and products and our ability to design our warehouse automation systems, software, services and products to meet customer demand. Similarly, if any of our potential competitors implement new technologies before we are able to implement ours, those competitors may be able to provide more effective products, possibly at lower prices. Any delay or failure in the introduction of new or enhanced solutions could harm our business, financial condition, cash flows and results of operations.

Failure to manage our growth effectively could make it difficult to execute our business strategy and could adversely affect our business, financial condition and results of operations.

We have experienced rapid growth, and we are attempting to continue to grow our business substantially. To this end, we have made, and expect to continue to make, significant investments in our business, including investments in our infrastructure, technology, marketing and sales efforts. These investments include dedicated facilities expansion and increased staffing. If our business does not generate the level of revenue required to support our investment, our business, financial condition and results of operations could be adversely affected.

Our ability to effectively manage our anticipated growth and expansion of our operations will also require us to enhance our operational, financial and management controls and infrastructure, human resources policies and reporting systems. These enhancements and improvements will require significant capital expenditures, investments in additional headcount and other operating expenditures and allocation of valuable management and

 

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employee resources. Our future financial performance and our ability to execute on our business plan will depend, in part, on our ability to effectively manage any future growth and expansion. There are no guarantees we will be able to do so in an efficient or timely manner, or at all.

Our warehouse automation systems, software, services and products may be affected from time to time by design and manufacturing defects that could adversely affect our business, financial condition and results of operations and result in harm to our reputation.

Our warehouse automation systems constitute complex software and hardware products and services that can be affected by design and manufacturing defects. Sophisticated automation solutions and software, such as those offered by us, may have issues that can unexpectedly interfere with the intended operation of hardware or software products. Defects may also exist in components and products that we source from third parties or the system may not be implemented or used correctly or as intended. Any such defects or incorrect implementation or use could make our warehouse automation systems, software, services and products unsafe, create a risk of property damage and personal injury, and subject us to the hazards and uncertainties of product liability claims and related litigation. In addition, from time to time, we may experience outages, service slowdowns or errors that affect our warehouse automation systems and software. As a result, our warehouse automation systems may not perform as anticipated and may not meet customer expectations. There can be no assurance that we will be able to detect and fix all issues and defects in the warehouse automation systems and other hardware, software and services we offer. Failure to do so could result in widespread technical and performance issues affecting our warehouse automation systems and services and could lead to claims against us. We maintain general liability insurance; however, design and manufacturing defects, and claims related thereto, may subject us to judgments or settlements that result in damages materially in excess of the limits of our insurance coverage. In addition, we may be exposed to recalls, product replacements or modifications, write-offs of inventory, property, plant and equipment or intangible assets, and significant warranty and other expenses such as litigation costs and regulatory fines. If we cannot successfully defend any large claim, maintain our general liability insurance on acceptable terms or maintain adequate coverage against potential claims, our financial results could be adversely impacted.

If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards and changing business needs, requirements or preferences, our products may become less competitive.

Our future business and financial success will depend on our ability to continue to anticipate the needs of current and potential customers and to enhance and improve our warehouse automation systems, software, services and products, introduce new robotic technology and automation systems in a timely manner, sell into new markets and further penetrate our existing markets. To be successful, we must be able to quickly adapt to changes in technology, industry standards and business needs of our customers by continually enhancing our technology, services and solutions. Developing new warehouse automation systems, software, services and products and upgrades to our existing warehouse automation systems, software, services and products, as well as integrating and coordinating current warehouse automation systems, software, services and products, imposes burdens on our internal teams, including management, compliance, and product development. These processes are costly, and our efforts to develop, integrate and enhance our systems, software, services and products may not be successful.

Our success also depends on our continued improvements to provide products, services and systems that are attractive to our users and customers. As a result, we must continually invest resources in product development and successfully incorporate and develop new technology. If we are unable to do so or otherwise provide warehouse automation systems, software, services and products that customers want, then our customers may become dissatisfied and use competitors’ services. If we are unable to continue offering innovative systems, software, services and products, we may be unable to attract additional customers or retain our existing customers, which could harm our business, results of operations and financial condition.

 

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Inflation, tariffs, customs duties and other increases in manufacturing and operating costs could adversely affect our cash flow as well as our business, financial condition and results of operations.

Our operating costs are subject to fluctuations, particularly due to changes in prices for commodities, parts, raw materials, energy and related utilities, freight and cost of labor which may be driven by inflation, prevailing price levels, exchange rates, changes in trade agreements and trade protection measures including tariffs and other economic factors. Our operating costs have in the past and may continue to be impacted by price inflation. The U.S. has enacted various trade actions, including imposing tariffs on certain goods we import from other countries, which has also contributed to higher costs for some commodities and raw materials. Additional tariffs imposed by the U.S., or further retaliatory trade measures taken by other countries, could increase the cost of our products that we may not be able to offset. Actions we take to mitigate volatility in manufacturing and operating costs may not be successful and, as a result, our financial condition, cash flows and results of operations could be adversely affected.

In our customer agreements, we agreed to undertake certain liability allocations as part of the negotiation process. The occurrence of such liability could disrupt our business or result in liability.

Our customer contracts, including those with our largest customers, contain allocations of liability between us and our customers, including warranty and indemnification provisions, including indemnification obligations with respect to infringement or misappropriation of third-party IP; damage, destruction, injury or property damage to our customers; and actions by Symbotic employees. The potential liabilities associated with such provisions are significant, though our customer contracts also typically contain limitations on our liability with respect to any indemnification claims. Costs, payments or damages incurred or paid by us in connection with indemnification claims could adversely affect our financial condition, cash flows and results of operations.

We may need to raise additional capital, and this capital may not be available on terms favorable to us or our stockholders, or at all, when needed.

The manufacture, integration and assembly of our warehouse automation systems are capital-intensive businesses. Our business plan to manufacture, integrate and assemble warehouse automation systems for our customers is expected to require continued capital investment to fund operations, continue research and development and improve facilities. There can be no assurance that we will have access to the capital we need on favorable terms when required or at all. If we cannot raise additional funds when we need them, our financial condition, business, prospects and results of operations could be materially adversely affected. We may raise funds through the issuance of debt securities or through loan arrangements, the terms of which could require significant interest payments, contain covenants that restrict our business or other unfavorable terms. We may also raise funds through the sale of additional equity securities, which could dilute our stockholders.

We may experience risks associated with future mergers, acquisitions or dispositions of businesses or assets or other strategic transactions.

As part of our business strategy, we may pursue mergers, acquisitions or dispositions of businesses or assets or other strategic transactions that we believe will enable us to strengthen or broaden our business. We may be unable to implement this element of our strategy if we cannot identify suitable companies, businesses or assets, reach agreement on potential strategic transactions on acceptable terms and manage the impacts of such transactions on our business or for other reasons. Moreover, mergers, acquisitions, dispositions and other strategic transactions involve various risks, including, among other things, (i) difficulties relating to integrating or disposing of a business and unanticipated changes in customer and other third-party relationships subsequent thereto, (ii) diversion of management’s attention from day-to-day operations, (iii) failure to realize the anticipated benefits of such transactions, such as cost savings and revenue enhancements, (iv) potentially substantial transaction costs associated with such transactions, and (v) potential impairment resulting from the overpayment for an acquisition. In addition, future mergers or acquisitions may require us to obtain additional

 

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equity or debt financing, which may not be available on attractive terms. Moreover, to the extent a transaction financed by non-equity consideration results in goodwill, it will reduce our tangible net worth, which might have an adverse effect on credit availability. For all these reasons, our pursuit of mergers, acquisitions or dispositions of businesses or assets or other strategic transactions could cause our actual results to differ materially from those anticipated.

If demand for our warehouse automation systems does not grow as we expect, or if market adoption of A.I.-enabled robotics and warehouse automation systems does not continue to develop, or develops more slowly than we expect, our future revenue may stagnate or decline, and our business may be adversely affected.

The warehouse automation industry is rapidly growing and developing. We may not be able to develop effective strategies to raise awareness among potential customers of the benefits of A.I.-enabled robotics and automation or our warehouse automation systems may not address the specific needs or provide the level of functionality required by potential customers to encourage the continuation of this shift towards warehouse automation. If warehouse automation technology does not continue to gain broader market acceptance as an alternative to conventional manual operations, or if the marketplace adopts warehouse automation technologies that differ from our technologies, we may not be able to increase or sustain the level of sales of our systems or retain existing customers or attract new customers, and our operating results would be adversely affected as a result.

Laws and regulations governing the robotics and warehouse automation industries are still developing and may restrict our business or increase the costs of our systems, making our systems less competitive or adversely affecting our revenue growth.

We are generally subject to laws and regulations relating to the robotics and warehouse automation industries in the jurisdictions in which we conduct our business or in some circumstances, of those jurisdictions in which we offer our warehouse automation systems, as well as the general laws and regulations that apply to all businesses, such as those related to privacy and personal information, tax and consumer protection. These laws and regulations are developing and vary from one jurisdiction to another and future legislative and regulatory action, court decisions or other governmental action, which may be affected by, among other things, political pressures, attitudes and climates, as well as personal biases, may have a material and adverse impact on our operations and financial results.

Supply chain interruptions may increase our costs or reduce our revenue.

We depend on good vendor relationships and the effectiveness of our supply chain management systems to ensure reliable and sufficient supply, on reasonably favorable terms, of materials used in our manufacturing processes. The materials we purchase and use in the ordinary course of business are sourced from a wide variety of suppliers around the world, including China, Germany, and the United States. Disruptions in the supply chain may result from the COVID-19 pandemic or other public health crises, weather-related events, natural disasters, trade restrictions, tariffs, border controls, acts of war, terrorist attacks, third-party strikes, work stoppages or slowdowns, shipping capacity constraints, supply or shipping interruptions or other factors beyond our control. In the event of disruptions in its existing supply chain, the labor and materials we rely on in the ordinary course of its business may not be available at reasonable rates or at all. Our supply chain also depends on third-party warehouses and logistics providers. Any disruption in the supply, storage or delivery of materials could disrupt our operations, which may cause harm to our reputation and results of operations.

 

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Risks Related to Intellectual Property

We may need to bring or defend ourselves against patent, copyright, trademark, trade secret or other intellectual property infringement or misappropriation claims, which may adversely affect our business, financial condition and results of operations by limiting our ability to use technology or intellectual property and causing us to incur substantial costs.

We may become subject to intellectual property disputes. Our success depends, in part, on our ability to develop and commercialize our automated warehouse system without infringing, misappropriating or otherwise violating the IP of third parties. However, we may not be aware that our offering infringes, misappropriates or otherwise violates third-party IP, and such third parties may bring claims alleging such infringement, misappropriation or violation.

Companies, organizations or individuals, including our competitors, may own or obtain patents, copyrights, trademarks, trade secrets or other intellectual property or proprietary rights (collectively, “IP”) that would prevent or limit our ability to develop, manufacture or sell our warehouse automation systems, which could make it more difficult for us to operate our business. We may receive inquiries from IP owners inquiring whether we have infringed upon or misappropriated or violated their proprietary rights or IP, or otherwise not complied with the terms and conditions such rights may be subject to (including open source software licenses). Companies owning IP, including those relating to warehouse automation, may allege infringement, misappropriation or violation of such rights. Any litigation may also involve patent holding companies or other adverse patent owners that have no relevant product revenue, and therefore, our patent applications may provide little or no deterrence as we would not be able to assert them against such entities or individuals. If a third party obtains an injunction preventing us from using our IP, or if we cannot license or develop alternative technology for any infringing aspect of our business, we would be forced to limit or stop sales of our services or systems or cease business activities related to such IP.

In response to a determination that we have infringed upon, misappropriated or violated a third party’s IP (including through our indemnification obligations), we may be required to do one or more of the following:

 

   

cease development, sales or use of our products that incorporate or are covered by the asserted IP;

 

   

pay substantial damages, including through settlement payments or indemnification obligations (including legal fees);

 

   

obtain a license from the owner of the asserted IP, which license may not be available on reasonable terms or at all; or

 

   

redesign one or more aspects of our warehouse automation systems that is alleged to infringe, misappropriate or violate any third-party IP.

A successful claim of infringement, violation or misappropriation against us could materially adversely affect our business, prospects, financial condition and operating results. Any legal proceedings or claims, whether valid or invalid, could result in substantial costs and diversion of resources. If third parties successfully oppose or challenge our trademarks or other IP or successfully claim that we infringe, misappropriate or otherwise violate their trademarks or other IP, we may be subject to liability, required to enter into costly license agreements, or required to rebrand or restrict our offering. Also, we expect that the occurrence of infringement claims is likely to grow as the market for our system grows. Accordingly, our exposure to damages resulting from infringement claims could increase, and this could further exhaust our financial and management resources.

In order to protect our IP, we may be required to spend significant resources to monitor our IP. Litigation may be necessary in the future to enforce our IP and to protect our trade secrets. Litigation brought to protect and enforce our IP could be costly, time-consuming, and distracting to management, and could result in the impairment or loss of portions of our IP. Further, our efforts to enforce our IP may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our IP, and if such defenses, counterclaims, or countersuits are successful, we could lose our rights in and to valuable IP. Our inability to protect our proprietary technology against unauthorized

 

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copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our offering and platform capabilities, impair the functionality of our offering and platform capabilities, delay introductions of new solutions, result in our substituting inferior or more costly technologies into our offering, or injure our reputation.

Our business, financial condition and results of operations may be adversely affected and the value of our brand, products and other intangible assets may be diminished if we are unable to maintain and protect our IP (including maintaining the confidentiality and control of our proprietary source code and other trade secrets) from unauthorized use, infringement or misappropriation by third parties.

Our success depends on our ability to protect our IP (including by obtaining and enforcing our patents and trademarks and maintaining the confidentiality of our proprietary source code and other trade secrets), and the failure to adequately maintain, protect or enforce our IP could result in our competitors offering products or services similar or superior to ours, which would adversely affect our business, prospects, financial condition and operating results. We rely on a combination of patents, trade secrets (including know-how), employee and third-party invention assignment and nondisclosure agreements, copyright, trademark, and other IP licenses and contractual rights to establish, maintain and protect the IP in and to our systems and technology. The measures we take to maintain and protect our IP from infringement, misappropriation or violation by others or the unauthorized disclosure of our trade secrets may not be effective for various reasons, including the following:

 

   

any patent applications we submit or currently have pending may not result in the issuance of patents;

 

   

the scope of our issued patents, including our patent claims, may not be broad enough to protect our proprietary rights;

 

   

our issued patents may be challenged, invalidated or held unenforceable through administrative or legal proceedings in the U.S. or in foreign jurisdictions;

 

   

our employees or business partners may breach their confidentiality, non-disclosure and non-use obligations to us and we may not have adequate remedies for any such breach;

 

   

current and future competitors or third parties may reverse engineer, circumvent or design around our technology or IP or independently discover or develop technologies or software that are substantially equivalent or superior to ours;

 

   

we may not be successful in enforcing our IP portfolio against third parties who are infringing, violating or misappropriating such IP, for a number of reasons, including substantive and procedural legal impediments;

 

   

our trademarks may not be valid or enforceable, our efforts to protect our trademarks from unauthorized use may be deemed insufficient to satisfy legal requirements throughout the world to maintain our rights in our trademarks, and any goodwill that we have developed in those trademarks could be lost or impaired;

 

   

the costs associated with enforcing patents, confidentiality and invention assignment agreements or other IP and IP-related agreements may make enforcement commercially impracticable or divert our management’s attention and resources; and

 

   

our use of open source software could: (i) subject us to claims alleging that we are not compliant with such software licenses; (ii) require us to publicly release portions of our proprietary source code; and (iii) expose us to greater security risks than would the use of non-open source third-party commercial software.

Additionally, IP laws vary throughout the world. Some foreign countries do not protect IP to the same extent as do the laws of the U.S. Further, policing the unauthorized use of or enforcing our IP in foreign jurisdictions may be difficult. Therefore, as we continue to expand our international footprint, our IP may not be as strong and expansive, or as easily enforced (or even exist), outside of the U.S. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon, misappropriating, or otherwise violating our IP.

 

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If we are unable to adequately prevent disclosure of trade secrets or other proprietary information, the value of our technology may be diminished. We enter into confidentiality and invention assignment agreements with our employees and consultants and enter into confidentiality agreements with other third parties, including suppliers and other partners. However, we cannot guarantee that we have entered into such agreements with each party that has or may have had access to our proprietary information, know-how and trade secrets. Moreover, no assurance can be given that these agreements will be enforceable or will be effective in controlling access to, distribution, use, misuse, misappropriation, reverse engineering or disclosure of our proprietary information, know-how and trade secrets. Further, these agreements may not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our offering and platform capabilities. These agreements may be breached, and we may not have adequate remedies for any such breach.

Our software platform contains third-party open source software components. Certain use of such open source components with our proprietary software could adversely affect our ability to charge fees for, or otherwise protect the value of, our offerings.

Our software platform contains software modules licensed to us by third-party authors under “open source” licenses. Use and distribution of open source software may entail greater risks than use of non-open source third-party commercial software, as open source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code. In addition, the public availability of such software may make it easier for others to compromise our platform.

Some open source licenses contain requirements that we make available source code for modifications or derivative works of our proprietary software based upon the type of open source software we use, or grant other licenses to our IP. If we combine our proprietary software with open source software in a certain manner, we could, under certain open source licenses, be required to release the source code of our proprietary software to the public. This could allow our competitors to create similar product or service offerings with lower development effort and time and ultimately could result in a loss of our competitive advantages. Alternatively, to avoid the public release of the affected portions of our source code, we could be required to expend substantial time and resources to re-engineer some or all of our software.

Although we monitor our use of open source software to avoid subjecting our platform to unintended conditions, the terms of many open source licenses have not been interpreted by U.S. or foreign courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to provide or distribute our platform. From time to time, there have been claims challenging the ownership of open source software against companies that incorporate open source software into their solutions. We could similarly be subject to lawsuits by parties claiming ownership of what we believe to be open source software. Moreover, we cannot assure you that our processes for controlling our use of open source software in our platform will be effective. If we are held to have breached or failed to fully comply with all the terms and conditions of an open source software license, we could face infringement or other liability which may result in an injunction against providing our offering, or be required to seek costly licenses from third parties to continue providing our offerings on terms that are not economically feasible, to re-engineer our platform, to discontinue or delay the provision of our offerings if re-engineering could not be accomplished on a timely basis or to make generally available, in source code form, our proprietary code, any of which could adversely affect our business, financial condition and results of operations.

Our patent applications may not issue or, if issued, may not provide sufficient protection, which may adversely affect our ability to prevent others from commercially exploiting products similar to ours.

We rely on our patent portfolio to protect our competitive advantages. As of September 25, 2021, we had 275 issued patents in 10 countries and an additional 144 patents pending worldwide. Our issued patents are scheduled to expire between October 2021 and December 2040. The pending patent applications are presently undergoing examination or expected to undergo examination in the near future. These patents and patent

 

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applications seek to protect our proprietary inventions relevant to our business (including our revolutionary distribution center structure, our depalletizing tool and other software and hardware components related to our system), in addition to other proprietary technologies (including source code) which are primarily maintained as trade secrets. We intend to pursue additional IP protection to the extent we believe it would be beneficial and cost-effective. We make business decisions about when to seek patent protection for a particular technology and when to rely upon copyright or trade secret protection, and the approach we select may ultimately prove to be inadequate. Even in cases where we seek patent protection, there is no assurance that the resulting patents will effectively protect every significant feature of our point-to-point warehouse solutions or other automated or robotic-assisted distribution systems.

Even if we continue to seek patent protection in the future, we may be unable to obtain or maintain patent protection for our technology. There may be issued patents of which we are not aware, held by third parties that, if found to be valid and enforceable, could be alleged to be infringed by our current or future technologies or offerings. There also may be pending patent applications of which we are not aware that may result in issued patents, which could be alleged to be infringed by our current or future technologies or offerings. Furthermore, legal standards relating to the validity, enforceability and scope of protection of IP rights are uncertain. Despite our precautions, it may be possible for unauthorized third parties to copy our offering and use information that we regard as proprietary to create products that compete with ours.

We also cannot be certain that we are the first inventor of the subject matter for which we have filed a particular patent application, or if we are the first party to file such a patent application. If another party has invented or filed a patent application with respect to the same subject matter as we have, we may not be entitled to the protection sought by our applicable patent applications. We also cannot be certain that all the claims included in a patent application will ultimately be allowed in the applicable issued patent. Further, the scope of protection provided by issued patent claims is often difficult to determine. As a result, we cannot be certain that the patent applications that we file will issue, or that our issued patents will afford protection against competitors with similar technology. In addition, even if all of our patent claims are allowed and cover their intended scope, our competitors may circumvent or design around our issued patents, which may adversely affect our business, prospects, financial condition and operating results. Finally, our issued patents may be challenged and invalidated.

Risks Related to Cybersecurity, Software Deficiencies, Service Interruptions and Data Privacy

We have experienced cybersecurity incidents in the past and may experience further cybersecurity incidents or security breaches of our systems or IT in the future, which may result in system disruptions, shutdowns or unauthorized access to or disclosure of confidential or personal information.

We rely heavily on IT and operational technology (“OT”) in our warehouse automation systems and other products, systems, solutions and services for customers, and in our enterprise infrastructure. Despite the implementation of security measures, our IT and OT systems may be subject to unauthorized access or harm by nation states, cyber-criminals, malicious insiders and other actors who may engage in fraud, theft of confidential or proprietary information, sabotage or other criminal activity. Our IT and OT systems could be compromised by malware (including ransomware), cyber-attacks and other events, or as a result of error or system failure. Hardware and software that we procure or rely upon from third parties may also contain defects or vulnerabilities in manufacture or design that could expose our systems to a risk of compromise. In addition, our software platform contains third-party open source components, which may expose us to greater security risks than the use of non-open source third-party commercial software.

We have experienced cyber threats and incidents in the past, although none have been material or had a material adverse effect on our business or financial condition. In the past, an unauthorized actor gained access to our IT system, which resulted in certain information being accessed and exfiltrated, including human resources and employee data. Information that may have been subject to unauthorized access includes names, addresses

 

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and Social Security Numbers of employees. We may experience additional cybersecurity incidents and security breaches in the future. Additionally, due to the ongoing COVID-19 pandemic, certain functional areas of our workforce remain in a remote work environment and such an environment may be outside of our corporate network security protection boundaries, which imposes additional risks to our business, including increased risk of industrial espionage, phishing and other cybersecurity attacks, and unauthorized dissemination of sensitive, proprietary or confidential information.

Our business also uses IT resources on a dispersed basis for a wide variety of key functions including product and software development, engineering, manufacturing, sales, accounting, human resources and IT security. Our vendors, partners, employees and customers have access to, and share, information across multiple locations via various digital technologies. In addition, we rely on partners and vendors, including cloud providers, for a wide range of outsourced activities as part of our IT infrastructure and our commercial offerings. Secure connectivity is important to these ongoing operations. Also, our partners and vendors frequently have access to our confidential information as well as confidential information about our customers, employees and others. We design our security architecture to reduce the risk that a compromise of our partners’ data or infrastructure, for example a cloud platform, could lead to a compromise of our internal systems or customer networks, but this risk cannot be eliminated and vulnerabilities at third parties could result in unknown risk exposure to our business. Any significant security incident could have an adverse impact on sales, interrupt or delay our ability to operate or service our customers, harm our reputation and cause us to incur legal liability and increased costs to address such events and related security concerns.

Our ability to efficiently manage and expand our business depends significantly on the reliability, capacity and protection of our systems and IT. Real or perceived failures or security breaches of our systems and IT could disrupt our operations, lead to loss of proprietary information, damage our relationships with customers, result in regulatory investigations and penalties, lead to liability, negatively impact our reputation and otherwise adversely affect our business, financial condition and results of operations.

Our systems, hardware and software products, solutions and services are used by our customers in applications that may be subject to information theft, tampering, vulnerabilities or sabotage. Careless or malicious actors could cause a customer’s supply chain processes to be disrupted or could cause equipment to operate in an improper manner that could result in harm to people or property. While we continue to improve the security attributes of our warehouse automation systems, software, services and products, we can reduce risk but not eliminate it. To a significant extent, the security of our customers’ systems depends on how those systems are designed, installed, protected, configured, updated and monitored, and much of this is typically outside our control. In addition, the software supply chain introduces security vulnerabilities into many products across the industry.

The current cyber threat environment indicates increased risk for all companies, including those in supply chain automation. Any significant security incident could have an adverse impact on sales, interrupt or delay our ability to operate or service our customers, harm our reputation and cause us to incur legal liability and increased costs to address such events and related security concerns. Cybersecurity incidents may also compromise third parties upon which we rely for our operations, and we are limited in our ability to prevent or mitigate those compromises.

If such an event results in unauthorized access to or loss of any data subject to data privacy and security laws and regulations, then we could be subject to substantial fines by U.S. federal and state authorities, foreign data privacy authorities around the world and private claims by companies or individuals. A cyber-attack may cause additional costs, such as investigative and remediation costs, and the costs of providing individuals and/or data owners with notice of the breach, legal fees, and the costs of any additional fraud detection activities required by law, a court or a third-party. Further, if a high profile security breach occurs with respect to another provider of supply chain automation solutions, our customers and potential customers may lose trust in the security of our services or in the supply chain automation industry generally, which could adversely impact our

 

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ability to retain existing customers or attract new ones. Even in the absence of any security breach, customer concerns about security, privacy or data protection may deter them from using our software, services and products, which could negatively impact our reputation and otherwise adversely affect our business, financial condition and results of operations.

A breach of our systems or IT that results in unauthorized access to personal information could require us to notify affected employees, customers and other persons (including governmental organizations) and lead to lawsuits and investigations alleging breaches of applicable laws or regulations.

We may collect and process certain personal information of our customers or customers’ customers in connection with our business. Additionally, we collect and otherwise process other data relating to individuals, including business partners, prospects, employees, vendors and contractors. Although we take steps to protect the security of our customers’ personal information and other personal information within our control, we may face actual or perceived breaches of security, security incidents or other misuses of this information, and many jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities and others of security breaches involving certain types of data. We may be required to expend significant resources to comply with security breach and security incident notification requirements if a third party accesses or acquires such personal information without authorization, if we otherwise experience a security breach or incident or loss or damage of personal information, or if this is perceived to have occurred. Any actual or perceived breach of our network security or systems, or those of our vendors or service providers, could result in claims, litigation and proceedings against us by governmental entities, customers, individuals or others, have negative effects on our business and future prospects, including possible fines, penalties and damages, and could result in reduced demand for our energy storage products and harm to our reputation and brand, resulting in negative impacts to our business, financial condition and results of operations.

We depend and rely upon technologies from third parties (including cloud-based technologies) to operate our business, and interruptions of or performance or security problems with these technologies or the termination of relationships with the providers of these technologies may adversely affect our business, financial condition and results of operations.

We rely on partners and vendors, including cloud providers, for a wide range of outsourced activities as part of our internal IT infrastructure and our commercial offerings. If these services become unavailable due to extended outages or interruptions or because they are no longer available on commercially reasonable terms, our expenses could increase, our ability to manage finances could be interrupted and our processes for managing sales of our automated warehouse system and supporting our customers could be impaired until equivalent services, if available, are identified, obtained and implemented, all of which could adversely affect our business and results of operations.

Real or perceived errors, failures, bugs or defects in our systems or IT could adversely lead to liability and litigation, disrupt our operations and could negatively impact our reputation and otherwise adversely affect our business, financial condition and results of operations.

Our automated warehouse systems are complex and, like all complicated systems that depend on software and hardware, may contain undetected defects or errors. We are continuing to evolve the features and functionality of our automated warehouse systems through updates and enhancements, and as we do so, we may introduce additional defects or errors that may not be detected until after deployment by our customers. Moreover, if we acquire companies or integrate into our platform technologies developed by third parties, we may encounter difficulty in incorporating the newly-obtained technologies into our platform and maintaining the quality standards that are consistent with our reputation. In addition, if our automated warehouse system is not implemented or used correctly or as intended, inadequate performance and disruptions in service may result. Because our customers use our automated warehouse system for important aspects of their business, any actual or perceived errors, defects, bugs, or other performance problems in our system could damage our customers’

 

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businesses. Any defects or errors in our automated warehouse systems, generally, or the perception of such defects or errors, could result in a loss of existing or potential customers and delayed or lost revenue and could damage our reputation or lead to liability or litigation.

In addition, errors in our software or hardware that supports our automated warehouse systems, generally, could cause system failures, loss of data or other adverse effects for our customers who may assert warranty and other claims for substantial damages against us. Although our agreements with our customers often contain provisions that seek to limit our exposure to such claims, it is possible that these provisions may not be effective or enforceable under the laws of some jurisdictions. While we seek to insure against these types of claims, our insurance policies may not adequately limit our exposure to such claims. These claims, even if unsuccessful, could be costly and time consuming to defend and could harm our business, financial condition, results of operations, and cash flows.

Our business requires the collection, use, handling, processing, transfer and storage of employee and customer data, and such activities may be regulated by third-party agreements and our own privacy policies as well as certain federal, state and foreign laws and regulations.

Our handling of customer and employee data is subject to a variety of laws and regulations relating to privacy, data protection and cybersecurity, and we may become subject to additional obligations, including contractual obligations, relating to our maintenance and other processing of this data, and new or modified laws or regulations. Any actual or alleged failure by us to comply with our privacy policy or any federal, state or international privacy, data protection or security laws or regulations or other obligations could result in claims and litigation against us, regulatory investigations and other proceedings, legal liability, fines, damages and other costs. Any actual or alleged failure by any of our vendors or business partners to comply with contractual or legal obligations regarding the protection of information about our customers could carry similar consequences. Should we become subject to additional privacy or data protection laws, regulations, or other obligations relating to privacy, data protection or cybersecurity, we may need to undertake compliance efforts that could carry a large cost and could entail substantial time and other resources.

In addition, we publish privacy policies and other documentation regarding our collection, use, disclosure, and other processing of personal information. Although we endeavor to adhere to these policies and documentation, we and the third parties on which we rely may at times fail to do so or may be perceived to have failed to do so. Such failures or perceived failures could subject us to regulatory enforcement action as well as costly legal claims by affected individuals or our customers.

Numerous states and the federal government have enacted, or are considering enacting, increasingly complex and rigorous privacy, information security and data protection laws and regulations that could have a significant impact on our current and planned privacy, data protection and information security-related practices. In addition, monitoring and complying with these laws and regulations may be expensive and disruptive to our business, and our real or perceived failure to comply with them could adversely affect our business, financial condition and results of operations.

We, our customers, and third parties whom we work with are subject to numerous evolving and increasingly stringent foreign and domestic laws and requirements relating to privacy, data security, and data protection that are increasing the cost and complexity of operating our business. Compliance with state, federal and foreign privacy regulations, such as the California Consumer Privacy Act or the European Union’s General Data Protection Regulation, could increase our operating costs as part of our efforts to protect and safeguard our sensitive data and personal information. Failure to maintain information privacy could result in legal liability or reputational harm.

We strive to comply with applicable privacy, data security, and data protection laws and requirements, but we cannot fully determine the impact that current or future such laws and requirements may have on our business

 

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or operations. Such laws or requirements may be inconsistent from one jurisdiction to another, subject to differing interpretations, and courts or regulators may deem our efforts to comply as insufficient. If we or the third parties we rely on to operate our business and deliver our services fail to comply, or are perceived as failing to comply, with our legal or contractual obligations relating to privacy, data security, or data protection, or our policies and documentation relating to personal information, we could face: governmental enforcement action; litigation with our customers, individuals or others; fines and civil or criminal penalties for us or company officials; obligations to cease offering our services or to substantially modify them in ways that make them less effective in certain jurisdictions; negative publicity and harm to our brand and reputation; and reduced overall demand for our services. Such developments could adversely affect our business, financial condition, and results of operations.

Risks Related to SVF 3 and the Business Combination

In this section, “we,” “us” and “our” refer to SVF 3 prior to the Business Combination and to Symbotic Inc., or the Post-Combination Company, following the Business Combination.

SVF 3 shareholders will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.

Upon the issuance of the merger consideration to Warehouse unitholders, current SVF 3 shareholders’ percentage ownership will be diluted. Assuming No Redemptions, Symbotic Inc. is expected to own approximately 14% of the New Symbotic Holdings Common Units and the current Warehouse unitholders are expected to own approximately 86% of the New Symbotic Holdings Common Units. Assuming Maximum Redemptions, Symbotic Inc. is expected to own approximately 9% of the New Symbotic Holdings Common Units and the current Warehouse unitholders are expected to own approximately 91% of the New Symbotic Holdings Common Units. Additionally, of the expected members of the Post-Combination Company’s Board after the completion of the Business Combination, none of the current directors of SVF 3 will remain a director and only one director will be an affiliate of SoftBank Investment Advisers and six will be current managers of Warehouse. The percentage of the Post-Combination Company’s common stock that will be owned by current SVF 3 shareholders as a group will vary based on the number of Public Shares for which the holders thereof request redemption in connection with the Business Combination. To illustrate the potential ownership percentages of current SVF 3 shareholders under different redemption levels, based on the number of issued and outstanding SVF 3 ordinary shares and Warehouse Units on May 6, 2022, and based on the merger consideration, current SVF 3 shareholders, as a group, will own (1) if there are No Redemptions, 14.3% of the Post-Combination Company’s Class A common stock expected to be outstanding immediately after the Business Combination or (2) if there are Maximum Redemptions of the outstanding Public Shares, 9.0% of the Post-Combination Company’s common stock expected to be outstanding immediately after the Business Combination. Because of this, current SVF 3 shareholders, as a group, will have less influence on the Board, management and policies of the Post-Combination Company than they now have on the board of directors, management and policies of SVF 3.

The Sponsor and SVF 3’s directors, officers and their affiliates may elect to purchase Public Shares, which may influence a vote on the Business Combination and reduce the public “float” of SVF 3’s Class A ordinary shares.

The Sponsor and SVF 3’s directors and officers collectively control 22.3% of the outstanding ordinary shares of SVF 3. If we seek shareholder approval of the Business Combination and we do not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, the Sponsor and SVF 3’s directors, officers or their affiliates may purchase additional Public Shares in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so, provided that any such purchases would only be made in compliance with the Exchange Act and the applicable rules and regulations promulgated thereunder. However,

 

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other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to redeem Public Shares held by the Sponsor or SVF 3’s directors, officers or their affiliates.

In the event that the Sponsor and SVF 3’s directors, officers or their affiliates purchase Public Shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their Public Shares. To the extent that the redemption of Public Shares would constitute a tender offer under the Exchange Act, any purchases of Public Shares by the Sponsor and SVF 3’s directors, officers and their affiliates outside of the tender offer will be made in compliance with the rules, regulations and interpretations promulgated by the SEC with respect to such purchases and any Public Shares purchased by the Sponsor or SVF 3’s directors, officers or their affiliates during the tender offer period but outside of the tender offer will not be voted in favor of the Business Combination. Any such purchases of SVF 3’s Public Shares may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of SVF 3’s ordinary shares and the number of beneficial holders of SVF 3’s ordinary shares may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of SVF 3’s ordinary shares on a national securities exchange.

The market price of shares of the Post-Combination Company’s common stock after the Business Combination may be affected by factors different from those currently affecting the prices of shares of SVF 3’s Class A ordinary shares.

Upon completion of the Business Combination, holders of shares of SVF 3 will become holders of the Post-Combination Company’s Class A common stock. Prior to the Business Combination, SVF 3’s operations have been limited to the identification of a suitable target for a business combination. Upon completion of the Business Combination, the Post-Combination Company’s results of operations will depend upon the performance of Symbotic’s businesses, which are affected by factors that are different from those currently affecting the results of operations of SVF 3.

If the Business Combination’s benefits do not meet the expectations of financial analysts, the market price of Post-Combination Company’s Class A common stock may decline.

The market price of our shares may decline as a result of the Business Combination if we do not achieve the perceived benefits of the Business Combination as rapidly, or to the extent anticipated by, financial analysts or the effect of the Business Combination on our financial results is not consistent with the expectations of financial analysts. Accordingly, holders of SVF 3’s Class A ordinary shares following the consummation of the Business Combination may experience a loss as a result of a decline in the market price of the Post-Combination Company’s Class A common stock. In addition, a decline in the market price of the Post-Combination Company’s Class A common stock following the consummation of the Business Combination could adversely affect our ability to issue additional securities and to obtain additional financing in the future.

The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Merger Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

The Merger Agreement is subject to a number of conditions which must be fulfilled in order to complete the Business Combination. Those conditions include: approval of the Merger Agreement by SVF 3 shareholders and by Warehouse unitholders; approval of the proposals required to effect the Business Combination by SVF 3 shareholders (including the approval of the Domestication); the absence of orders prohibiting completion of the Business Combination; the effectiveness of the registration statement of which this proxy statement/prospectus is

 

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a part; approval of the shares of Class A common stock to be issued to Warehouse unitholders and SVF 3 shareholders for listing on NASDAQ; the requirement that SVF 3 have $350,000,000 in Closing SVF Cash; the consummation of the sale of the Post-Combination Company’s Class A common stock under the Subscription Agreements of at least $50,000,000; SVF 3 having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to the redemptions of Public Shares in connection with the Business Combination; the effectiveness of the Company Reorganization; the resignation of certain directors and officers of SVF 3, the consummation of the transactions contemplated by the Forward Purchase Agreement; the accuracy of the representations and warranties by both parties (subject to the materiality standards set forth in the Merger Agreement), and the performance by both parties of their covenants and agreements. These conditions to the Closing may not be fulfilled in a timely manner or at all, and, accordingly, the Business Combination may not be completed. In addition, SVF 3 and Warehouse can mutually decide to terminate the Merger Agreement at any time, before or after their respective shareholder or unitholder approvals, or SVF 3 or Warehouse may elect to terminate the Merger Agreement in certain other circumstances. See “The Merger Agreement—Termination.”

Termination of the Merger Agreement could negatively impact SVF 3.

If the Business Combination is not completed for any reason, including as a result of Warehouse unitholders declining to adopt the Merger Agreement or SVF 3 shareholders declining to approve the proposals required to effect the Business Combination, the ongoing business of SVF 3 may be adversely impacted and, without realizing any of the anticipated benefits of completing the Business Combination, SVF 3 would be subject to a number of risks, including the following:

 

   

SVF 3 may experience negative reactions from the financial markets, including negative impacts on its stock price (including to the extent that the current market price reflects a market assumption that the Business Combination will be completed);

 

   

SVF 3 will have incurred substantial expenses and will be required to pay certain costs relating to the Business Combination, whether or not the Business Combination is completed; and

 

   

since the Merger Agreement restricts the conduct of SVF 3’s business prior to completion of the Business Combination, SVF 3 may not have been able to take certain actions during the pendency of the Business Combination that would have benefitted it as an independent company, and the opportunity to take such actions may no longer be available (see the section titled “The Merger Agreement—Covenants and Agreements” for a description of the restrictive covenants applicable to SVF 3).

If the Merger Agreement is terminated and the SVF 3 Board seeks another merger or business combination, SVF 3 shareholders cannot be certain that SVF 3 will be able to find another acquisition target that would constitute a business combination that such other merger or business combination will be completed. See “The Merger Agreement—Termination.”

Symbotic will be subject to business uncertainties and contractual restrictions while the Business Combination is pending.

Uncertainty about the effect of the Business Combination on employees and customers may have an adverse effect on Symbotic and consequently on SVF 3. These uncertainties may impair Symbotic’s ability to attract, retain and motivate key personnel until the Business Combination is completed and could cause customers and others that deal with Symbotic to seek to change existing business relationships with Symbotic. Retention of certain employees may be challenging during the pendency of the Business Combination as certain employees may experience uncertainty about their future roles. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the business, our business following the Business Combination could be negatively impacted. In addition, the Merger Agreement restricts Symbotic from

 

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making certain expenditures and taking other specified actions without the consent of SVF 3 until the Business Combination occurs. These restrictions may prevent Symbotic from pursuing attractive business opportunities that may arise prior to the completion of the Business Combination. See “The Merger Agreement—Covenants and Agreements.

SVF 3 directors and officers may have interests in the Business Combination different from the interests of SVF 3 shareholders.

Officers of SVF 3 negotiated the terms of the Merger Agreement with their counterparts at Symbotic, and the SVF 3 Board determined that entering into the Merger Agreement was in the best interests of SVF 3, declared the Merger Agreement advisable and recommended that SVF 3 shareholders approve the proposals required to effect the Business Combination. In considering these facts and the other information contained in this proxy statement/prospectus, you should be aware that SVF 3’s directors and officers may have financial interests in the Business Combination that may be different from, or in addition to, the interests of SVF 3 shareholders. These interests include, among other things, the interests listed below:

 

   

The Articles provide that SVF 3 renounce its interest or expectancy in any corporate opportunity about which any director or officer of SVF 3 acquires knowledge unless such opportunity is expressly offered to such person solely in his or her capacity as SVF 3’s director or officer and such opportunity is one that the Company is able to complete on a reasonable basis. Certain of SVF 3’s officers and directors have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities that are sponsored by affiliates of the Sponsor. SVF 3 does not believe, however, that such pre-existing fiduciary duties or contractual obligations of its officers and directors materially affected its search for an acquisition target.

 

   

If the Business Combination with Symbotic or another business combination is not consummated within the Completion Window, SVF 3 will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and the SVF 3 Board, dissolving and liquidating. In such event, the 8,000,000 Founder Shares held by SVF 3’s Initial Shareholders which were acquired for an aggregate purchase price of $25,000 prior to the SVF 3 IPO, would be worthless because SVF 3’s Initial Shareholders are not entitled to participate in any redemption or distribution with respect to such shares. Such Founder Shares had an aggregate market value of $79,280,000 based upon the closing price of $9.91 per Class A ordinary share on NASDAQ on April 25, 2022, the SVF 3 Record Date. Certain Founder Shares are subject to certain performance-based vesting provisions as described under “The Business Combination—Other Agreements—Sponsor Letter Agreement.

 

   

Simultaneously with the closing of the Initial Public Offering, SVF 3 consummated a private sale of 1,040,000 Class A ordinary shares (the “Private Placement”) at a price of $10.00 per Private Placement Share to our Sponsor, generating gross proceeds of approximately $10,400,000. If we do not consummate a business combination transaction within the Completion Window, then the proceeds from the sale of the Private Placement Shares will be part of the liquidating distribution to the Public Shareholders and the Private Placement Shares held by the Sponsor will be worthless.

 

   

If SVF 3 is unable to complete a business combination within the Completion Window, its officers will be personally liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by SVF 3 for services rendered or contracted for or products sold to SVF 3. If SVF 3 consummates a business combination, on the other hand, SVF 3 will be liable for all such claims.

 

   

SVF 3’s directors and officers and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on SVF 3’s behalf, such as identifying and investigating possible business targets and business combinations. However, if SVF 3 fails to

 

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consummate a business combination within the Completion Window, they will not have any claim against the Trust Account for such reimbursement. Accordingly, SVF 3 may not be able to reimburse these expenses if the Business Combination or another business combination is not consummated within the Completion Window.

 

   

The continued indemnification of current directors and officers and the continuation of directors’ and officers’ liability insurance.

 

   

Our Sponsor, officers and directors collectively (including entities controlled by officers and directors) have made an aggregate investment of $11,550,000, or $1.26 per SVF 3 ordinary share (including the 8,000,000 Founder Shares, the 1,040,000 Private Placement Shares and the purchase of 112,500 Public Shares in connection with the SVF 3 IPO). Such shares had an aggregate market value of $90,701,275 based upon the closing price of $9.91 per Class A ordinary share on NASDAQ on April 25, 2022, the SVF 3 Record Date (of which 150,000 Founder Shares and 112,500 Public Shares were held by our directors and officers, which had an aggregate market value of $2,601,375 based upon the closing price of $9.91 per Class A ordinary share on NASDAQ on April 25, 2022, the SVF 3 Record Date). As a result of the significantly lower investment per share of our Sponsor, directors and officers as compared with the investment per share of our Public Shareholders, a transaction which results in an increase in the value of the investment of our Sponsor, directors and officers may result in a decrease in the value of the investment of our Public Shareholders. These interests could, in theory, incentivize our Sponsor, directors and officers to complete a business combination with a less favorable target company or on terms less favorable to stockholders rather than liquidate.

 

   

There will be no liquidating distributions from our Trust Account with respect to the Founder Shares or the Private Placement Shares if we fail to complete a business combination within the Completion Window. Our Sponsor purchased the Founder Shares prior to the SVF 3 IPO for an aggregate purchase price of $25,000, and transferred 50,000 Founder Shares to each of Michael Carpenter, Michael Tobin and Cristiana Falcone for aggregate consideration of $300.

 

   

Following the Closing, the Sponsor would be entitled to the repayment of any Working Capital Loans and advances that have been made to SVF 3 and remain outstanding. On August 10, 2021, the Sponsor agreed to loan SVF 3 $2.0 million as a Working Capital Loan. On November 9, 2021, the Sponsor and SVF 3 agreed to amend this loan to increase the commitment by $1.0 million. If SVF 3 does not complete an initial business combination within the Completion Window, SVF 3 may use a portion of its working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Up to $2,000,000 of such loans may be convertible into Class A ordinary shares of the post-business combination entity at a price of $10.00 per share at the option of the lender.

 

   

Our Initial Shareholders and our directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founders Shares and will not have rights to liquidating distributions with respect to their Private Placement Shares if SVF 3 fails to complete a business combination within the Completion Window.

 

   

As of October 31, 2021, Walmart, Symbotic’s largest customer, holds a majority of the outstanding equity interests of Flipkart Internet Pvt Ltd, a company in which SoftBank Vision Fund II, an affiliate of SBIA, holds a minority interest.

 

   

In order to protect the amounts held in our Trust Account, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in our Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in SVF 3’s Trust Account or to any claims under our indemnity of the underwriters of the offering against certain liabilities, including liabilities under the Securities Act.

 

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In addition, if we are able to complete a business combination within the Completion Window, our Initial Stockholders may receive a positive return on the 8,000,000 Founder Shares, which were acquired by our Sponsor for an aggregate purchase price of $25,000 prior to the SVF 3 IPO, and the 1,040,000 Private Placement Shares, which were acquired for an aggregate purchase price of $10,400,000 with the completion of the SVF 3 IPO, even if our Public Shareholders experience a negative return on their investment in our Class A ordinary shares after consummation of the Business Combination. However, if we are unable to complete our initial business combination within the Completion Window, our Sponsor may lose their investment of $13,424,700 made in respect of the Founder Shares, Private Placement Shares and Working Capital Loans.

The SVF 3 board of directors and the audit committee thereof was aware of and considered these interests, among other matters, in reaching the determination to approve the terms of the Business Combination and in recommending to SVF 3’s shareholders that they vote to approve the Business Combination. See “The Business Combination—Interests of SVF 3’s Directors and Officers in the Business Combination.”

Our Initial Stockholders may receive a positive return on the 8,000,000 Founder shares and 1,040,000 Private Placement Shares even if our Public Shareholders experience a negative return on their investment after consummation of the Business Combination.

If SVF 3 is able to complete a business combination within the Completion Window, our Initial Stockholders may receive a positive return on the 8,000,000 Founder Shares, which were acquired by our Sponsor for an aggregate purchase price of $25,000 prior to the SVF 3 IPO, and the 1,040,000 Private Placement Shares, which were acquired for an aggregate purchase price of $10,400,000 with the completion of the SVF 3 IPO, even if our Public Shareholders experience a negative return on their investment in our Class A ordinary shares after consummation of the Business Combination.

Neither the SVF 3 Board nor any committee thereof obtained a fairness opinion or a third-party valuation in determining whether or not to pursue the Business Combination.

Neither the SVF 3 Board nor any committee thereof obtained an opinion from an independent investment banking or accounting firm that the price that SVF 3 is paying for Symbotic is fair to SVF 3 from a financial point of view. Nor did the SVF 3 Board or any committee thereof obtain a third-party valuation in connection with the Business Combination. In analyzing the Business Combination, the SVF 3 Board and management conducted due diligence on Symbotic. The SVF 3 Board reviewed, among other things, financial due diligence materials prepared by professional advisors, financial and market data and information on selected comparable companies, financial performance of Symbotic, valuation of Symbotic in its prior financings and the financial terms set forth in the Merger Agreement, and concluded that the Business Combination was in the best interest of SVF 3 shareholders. Accordingly, investors will be relying solely on the judgment of the SVF 3 Board and

management in valuing Symbotic, and the SVF 3 Board and management may not have properly valued Symbotic’s business. The lack of a fairness opinion or third-party valuation may also lead an increased number of shareholders to vote against the Business Combination or demand redemption of their Class A ordinary shares, which could potentially adversely impact SVF 3’s ability to consummate the Business Combination.

In evaluating a prospective target business for our initial business combination, our management has relied on the availability of all of the funds from the sale of the Forward Purchase Shares to be used as part of the consideration to the sellers in the initial business combination. If the sale of some or all of the Forward Purchase Shares fails to close, for any reason, we may lack sufficient funds to consummate our initial business combination.

We have entered into the Forward Purchase Agreement pursuant to which the Forward Purchase Investor has agreed to purchase an aggregate of $150,000,000 of committed Forward Purchase Shares for a purchase price of $10.00 per share. The Forward Purchase Agreement also provides that the Forward Purchase Investor may elect to purchase up to an additional $50,000,000 of Forward Purchase Shares, which will also have a purchase

 

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price of $10.00 per share. Any elections to purchase up to 5,000,000 additional Forward Purchase Shares will take place in one or more private placements in such amounts and at such time as the Forward Purchase Investor determines, but no later than simultaneously with the closing of our initial business combination. The Forward Purchase Investor has elected to purchase 5,000,000 additional Forward Purchase Shares for aggregate proceeds of $50,000,000 immediately prior to the Closing. SVF 3 and the Forward Purchase Investor may determine, by mutual agreement, to increase the number of additional Forward Purchase Shares at any time prior to our initial business combination. The funds from the sale of Forward Purchase Shares may be used as part of the consideration to the sellers in the Business Combination, expenses in connection with the Business Combination or for working capital in the Post-Combination Company. The obligations under the Forward Purchase Agreement will not depend on whether any Public Shareholders elect to redeem their shares and provide us with a minimum funding level for the Business Combination.

If the sale of some or all of the Forward Purchase Shares does not close for any reason, including by reason of the failure by the Forward Purchase Investor to fund the purchase price for their Forward Purchase Shares, we may lack sufficient funds to consummate the Business Combination and may fail to satisfy the Minimum Cash Condition. The Forward Purchase Investor’s obligations to purchase the Forward Purchase Shares will be subject to termination prior to the closing of the sale of the Forward Purchase Shares by mutual written consent of SVF 3 and the Forward Purchase Investor. The Forward Purchase Investor’s obligations to purchase its Forward Purchase Shares will be subject to fulfillment of customary closing conditions. In the event of any such failure to fund by the Forward Purchase Investor, any obligation is so terminated or any such closing condition is not satisfied and not waived by the Forward Purchase Investor, we may lack sufficient funds to consummate the Business Combination. The consummation of the transactions contemplated by the Forward Purchase Agreement is a closing condition under the Merger Agreement that may only be waived by Warehouse. If we are not able to satisfy this condition, we may be unable to consummate the Business Combination.

In evaluating a prospective target business for our initial business combination, our management has relied on the availability of all of the funds from the PIPE Investment in connection with the initial business combination. If the some or all of the PIPE Investment fails to close, for any reason, we may lack sufficient funds to consummate our initial business combination.

In connection with the entry into the Merger Agreement, we entered into the Subscription Agreements pursuant to which the Subscribers agreed to purchase an aggregate of 20,500,000 shares of Class A common stock of the Post-Combination Company for a purchase price of $10.00 per share, or $205,000,000 in the aggregate. The funds from the PIPE Investment may be used as part of the expenses in connection with the Business Combination or for working capital in the Post-Combination Company. The obligations under the Subscription Agreements do not depend on whether any Public Shareholders elect to redeem their shares and provide us with a minimum funding level for the Business Combination. However, if some or all of the PIPE Investment does not close for any reason, including by reason of the failure by some or all of the Subscribers, as applicable, to fund the purchase price for their respective shares of the Post-Combination Company’s Class A common stock, for example, we may lack sufficient funds to consummate the Business Combination. The Subscriber’s obligations to purchase the Post-Combination Company’s Class A common stock are subject to fulfillment of customary closing conditions. The Subscriber’s obligations to purchase subscription shares pursuant to the subscription agreements are subject to termination prior to the closing of the sale of such stock automatically upon termination of the Merger Agreement. In the event of any such failure to fund by a Subscriber, any obligation is so terminated or any such condition is not satisfied and not waived by such Subscriber, we may not be able to obtain additional funds to account for such shortfall on terms favorable to us or at all. Any such shortfall may also reduce the amount of funds that we have available for working capital of the Post-Combination Company and may result in the failure to satisfy the Minimum Cash Condition, which may consequently result in a failure to consummate the Business Combination.

 

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The Business Combination will result in changes to the board of directors that may affect our strategy.

If the parties complete the Business Combination and the Director Election Proposal is approved, the composition of the Post-Combination Company’s board of directors will change from the current board of directors of SVF 3. The board of directors of the Post-Combination Company will consist of the directors elected pursuant to the Director Election Proposal. This new composition of the Post-Combination Company board of directors may affect our business strategy and operating decisions upon the completion of the Business Combination.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is preliminary and the actual financial condition and results of operations after the Business Combination may differ materially.

The unaudited pro forma financial information included in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Business Combination been completed on the date(s) indicated. The preparation of the pro forma financial information is based upon available information and certain assumptions and estimates that SVF 3 and Symbotic currently believe are reasonable. The unaudited pro forma financial information reflects adjustments, which are based upon preliminary estimates, among other things, to allocate the purchase price to Symbotic’s net assets. The purchase price allocation reflected in this proxy statement/prospectus is preliminary, and the final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Symbotic as of the date of the completion of the Business Combination. In addition, following the completion of the Business Combination, there may be further refinements of the purchase price allocation as additional information becomes available. Accordingly, the final purchase accounting adjustments may differ materially from the pro forma adjustments reflected in this proxy statement/prospectus. See “Unaudited Pro Forma Condensed Combined Financial Information.

SVF 3 has identified a material weakness in its internal control over financial reporting as of December 31, 2021. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner and may face litigation and other risks, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

Following the filing of the quarterly report for the period ended September 30, 2021, SVF 3, having performed further assessment, concluded that, effective with its financial statements for quarterly period ended September 30, 2021, it should restate its prior filed financial information for the period ended March 31, 2021, to classify all Class A ordinary shares subject to possible redemption in temporary equity and to recognize the accretion from the initial book value to the redemption value, and it should restate its prior filed financial information for the period ended June 30, 2021, to correct the recognition of the accretion from the initial book value to redemption value. In accordance with guidance on redeemable equity instruments in ASC 480-10-S99, redemption provisions not solely within the control of SVF 3 require ordinary shares subject to redemption to be classified outside of permanent equity. Previously, SVF 3 had revised its financial information to classify all Class A ordinary shares subject to possible redemption in temporary equity. In addition, effective with its financial statements for quarterly period ended September 30, 2021, the Company determined it should restate its earnings per share calculation to allocate income and loss shared pro rata between Class A ordinary shares subject to possible redemption and non-redeemable ordinary shares for the Affected Periods (as defined below).

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer has concluded that during the period ended December 31, 2021, our disclosure controls and procedures were not

 

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effective as of December 31, 2021, because of a material weakness in our internal control over accounting for complex financial instruments. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of SVF 3’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, SVF 3’s management has concluded that our control around the interpretation and accounting for certain complex features of financial instruments was not effectively designed or maintained. This material weakness resulted in the restatement of SVF 3’s interim financial information for the quarter ended December 31, 2021. As a result, our management performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with generally accepted in the United States of America. Management understands that the accounting standards applicable to our financial statements are complex and has since the inception of SVF 3 benefited from the support of experienced third-party professionals with whom management has regularly consulted with respect to accounting issues. Management intends to continue to further consult with such professionals in connection with accounting matters.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

As a result of material weakness in our internal controls over financial reporting, the restatement described above and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes, which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this proxy statement/prospectus, SVF 3 has no knowledge of any such litigation or dispute arising due to restatement or material weakness of its internal controls over financial reporting. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete a business combination.

SVF 3 shareholders may be held liable for claims by third parties against SVF 3 to the extent of distributions received by them upon redemption of their shares.

If SVF 3 is forced to enter into an insolvent liquidation, any distributions received by SVF 3 shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, SVF 3 was unable to pay SVF 3’s debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by SVF 3 shareholders. Furthermore, SVF 3 directors may be viewed as having breached their fiduciary duties to SVF 3 or SVF 3’s creditors and/or to have acted in bad faith, and thereby exposing themselves and SVF 3 to claims, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors.

 

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SVF 3 and Symbotic will incur transaction costs in connection with the Business Combination.

Each of SVF 3 and Symbotic has incurred and expects that it will incur significant, non-recurring costs in connection with the consummation of the Business Combination. SVF 3 and Symbotic may also incur additional costs to retain key employees. SVF 3 and Symbotic will also incur significant legal, financial advisor, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the Business Combination. SVF 3 and Symbotic estimate that they will incur $76 million in aggregate transaction costs, inclusive of $11.2 million in deferred underwriting fees. Some of these costs are payable regardless of whether the Business Combination is completed. See “The Merger Agreement—Fees and Expenses.

The Initial Shareholders and our directors and officers have agreed to vote in favor of each of the proposals presented at the Extraordinary General Meeting, regardless of how Public Shareholders vote.

As of the date hereof, the Founder Shares and Private Placement Shares owned by the Initial Shareholders and the Public Shares owned by our directors and officers collectively represent 22.3% of the voting power of the outstanding SVF 3 ordinary shares. Pursuant to the Sponsor Support Agreement, the Initial Shareholders and our directors and officers have agreed to vote their Founder Shares and any Public Shares and Private Placement Shares held by them in favor of each of the proposals presented at the Extraordinary General Meeting, regardless of how Public Shareholders vote. Accordingly, the agreement by the Initial Shareholders and our directors and officers to vote in favor of each of the proposals presented at the Extraordinary General Meeting will increase the likelihood that SVF 3 will receive the requisite shareholder approval for the Business Combination and the transactions contemplated thereby. See “The Business Combination—Other AgreementsSponsor Support Agreement.

If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination and the Domestication, the SVF 3 board of directors will not have the ability to adjourn the Extraordinary General Meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be approved, and, therefore, the Business Combination may not be consummated.

The SVF 3 Board is seeking approval to adjourn the Extraordinary General Meeting to a later date or dates if, at the Extraordinary General Meeting, based upon the tabulated votes, there are insufficient votes to approve each of the Condition Precedent Proposals. If the Adjournment Proposal is not approved, the SVF 3 Board will not have the ability to adjourn the Extraordinary General Meeting to a later date and, therefore, will not have more time to solicit votes to approve the Condition Precedent Proposals. In such event, the Business Combination would not be completed.

Because SVF 3 is incorporated under the laws of the Cayman Islands, in the event the Domestication is not completed, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

Because SVF 3 is currently incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests and your ability to protect your rights through the U.S. Federal courts may be limited prior to the Domestication. SVF 3 is currently an exempted company under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon SVF 3’s directors or officers, or enforce judgments obtained in the United States courts against SVF 3’s directors or officers.

Until the Domestication is effected, SVF 3’s corporate affairs are governed by the Articles, the Cayman Islands Companies Act (2021 Revision) and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of its

 

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directors to SVF 3 under the laws of the Cayman Islands are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of SVF 3’s shareholders and the fiduciary responsibilities of its directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

The courts of the Cayman Islands are unlikely (i) to recognize or enforce against SVF 3 judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against SVF 3 predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

Public Shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the SVF 3 Board or controlling shareholders than they would as public stockholders of a United States company.

The Domestication may result in adverse tax consequences for holders of SVF 3 ordinary shares, including Public Shareholders exercising redemption rights.

U.S. holders (as defined in “Material U.S. Federal Income Tax Consequences—U.S. Holders” below) may be subject to U.S. federal income tax as a result of the Domestication. As discussed more fully under “Material U.S. Federal Income Tax Consequences below, the Domestication should qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code for U.S. federal income tax purposes. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) to a statutory conversion of a corporation holding only investment-type assets such as SVF 3, this result is not entirely clear.

Assuming the Domestication qualifies as a reorganization under Section 368(a)(1)(F) of the Code, U.S. holders of SVF 3 ordinary shares will be subject to Section 367(b) of the Code, and as a result:

 

   

a U.S. holder of SVF 3 ordinary shares whose SVF 3 ordinary shares have a fair market value of less than $50,000 on the date of the Domestication should not recognize any gain or loss and generally should not be required to include any part of SVF 3’s earnings in income pursuant to the Domestication;

 

   

a U.S. holder of SVF 3 ordinary shares whose SVF 3 ordinary shares have a fair market value of $50,000 or more on the date of the Domestication, but who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of SVF 3 ordinary shares

 

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entitled to vote and less than 10% of the total value of all classes of SVF 3 ordinary shares, will generally recognize gain (but not loss) with respect to the Domestication, as if such U.S. holder exchanged its SVF 3 ordinary shares for Symbotic Inc. common stock in a taxable transaction. As an alternative to recognizing gain, such U.S. holders may file an election to include in income as a dividend the “all earnings and profits amount” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to their SVF 3 ordinary shares, provided certain other requirements are satisfied. SVF 3 does not expect that SVF 3’s cumulative earnings and profits will be material at the time of Domestication; and

 

   

a U.S. holder of SVF 3 ordinary shares who on the date of the Domestication owns (actually and constructively) 10% or more of the total combined voting power of all classes of SVF 3 ordinary shares entitled to vote or 10% or more of the total value of all classes of SVF 3 ordinary shares will generally be required to include in income as a dividend the “all earnings and profits amount” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to its SVF 3 ordinary shares. Any such U.S. holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code. SVF 3 does not expect that SVF 3’s cumulative earnings and profits will be material at the time of the Domestication.

Furthermore, if the Domestication qualifies as a reorganization under Section 368(a)(1)(F) of the Code, a U.S. holder of SVF 3 ordinary shares may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its SVF 3 ordinary shares for Symbotic Inc.’s common stock under the passive foreign investment company (“PFIC”) rules of the Code. Proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code which generally require that a U.S. person who disposes of stock of a PFIC must recognize gain equal to the excess, if any, of the fair market value of Symbotic Inc’s common stock received in the Domestication and the U.S. holder’s adjusted tax basis in the corresponding SVF 3 ordinary shares surrendered in exchange therefor, notwithstanding any other provision of the Code. Because SVF 3 is a blank check company with no current active business, we believe that it is likely that SVF 3 is classified as a PFIC for U.S. federal income tax purposes. As a result, these proposed Treasury Regulations, if finalized in their current form, would generally require a U.S. holder of SVF 3 ordinary shares to recognize gain on the exchange of such shares for Symbotic Inc’s common stock, unless such U.S. holder has made certain tax elections with respect to such U.S. holder’s SVF 3 ordinary shares. Any such gain would be taxed as ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. holder on the undistributed earnings, if any, of SVF 3. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted.

Additionally, the Domestication may cause non-U.S. holders (as defined in “Material U.S. Federal Income Tax Consequences—Non-U.S. Holders” below) to become subject to U.S. federal withholding taxes on any dividends paid in respect of such non-U.S. holder’s the Symbotic Inc’s common stock after the Domestication.

If the Domestication fails to qualify as a reorganization under Section 368(a)(1)(F) of the Code, a U.S. holder generally would recognize gain or loss with respect to its SVF 3 ordinary shares in an amount equal to the difference between the fair market value of Symbotic Inc. common stock received in the Domestication and the U.S. holder’s adjusted tax basis in its SVF 3 ordinary shares surrendered in the Domestication.

Furthermore, because the Domestication will occur immediately prior to the redemption of U.S. holders that exercise redemption rights, U.S. holders exercising redemption rights will be subject to the potential tax consequences of the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisors for a full description and understanding of the tax consequences of the Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal

 

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income tax consequences of the Domestication, see the discussion in the section entitled “Material U.S. Federal Income Tax Consequences.”

We may have been a PFIC, which could result in adverse United States federal income tax consequences to U.S. investors.

Because SVF 3 is a blank check company with no current active operating business, we believe that it is likely that SVF 3 is classified as a PFIC for U.S. federal income tax purposes. If we have been a PFIC for any taxable year (or portion thereof) that is included in the holding period of a beneficial owner of SVF 3 ordinary shares that is a U.S. holder (as that term is defined in the section entitled “Material U.S. Federal Income Tax Consequences—U.S. Holders”), such U.S. holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements, including as a result of the Domestication. Our PFIC status for any taxable year will not be determinable until after the end of such taxable year. If we determine we are a PFIC for any taxable year, upon written request, SVF 3 will endeavor to provide to a U.S. holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information. The PFIC rules are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisors regarding the application and effect of the PFIC rules, including as a result of the Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax consequences of the Domestication, see the discussion in the section entitled “Material U.S. Federal Income Tax Consequences.”

Because of the Up-C structure, the interests of the holders of New Symbotic Holdings Common Units may not fully align with those of the holders of Class A common stock of Symbotic Inc.

Our organizational structure following the Business Combination, as described under the section entitled “The Business Combination,” is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies undertaking an initial public offering to provide certain tax benefits and associated cash flow advantages to both the issuer corporation and the existing owners of the partnership or limited liability company in the initial public offering. The Up-C structure allows current Warehouse unitholders to retain their equity ownership in New Symbotic Holdings, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of New Symbotic Holdings Common Units. This allows the holders of New Symbotic Holdings Common Units to retain the tax benefits of owning interests in a pass-through entity while also being able to access public markets. All other investors, including SVF 3 shareholders, will hold their equity ownership in Symbotic Inc., a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes, in the form of shares of Class A common stock.

Because the holders of New Symbotic Holdings Common Units will hold their economic interests directly in New Symbotic Holdings, rather than through Symbotic Inc., the interests of such holders may conflict with those of the holders of shares of Class A common stock of Symbotic Inc. For example, the holders of New Symbotic Holdings Common Units may have a different tax position from the holders of Class A common stock of Symbotic Inc., which could influence decisions regarding whether and when New Symbotic Holdings should dispose of assets or incur new indebtedness, undergo certain changes of control within the meaning of the Tax Receivable Agreement or terminate the Tax Receivable Agreement. In addition, the structuring of future transactions may take into consideration these tax or other considerations even where no similar benefit would accrue to the holders of shares of Class A common stock of Symbotic Inc.

Our only principal asset following the proposed Business Combination will be our interest in New Symbotic Holdings, and accordingly, we will depend on distributions from New Symbotic Holdings to pay taxes, make payments under the Tax Receivable Agreement and cover our corporate and other overhead expenses.

Upon consummation of the Business Combination, we will be a holding company and will have no material assets other than our ownership interest in New Symbotic Holdings. We have no independent means of

 

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generating revenue or cash flow. To the extent the funds of New Symbotic Holdings are legally available for distribution, and subject to any restrictions contained in any credit agreement to which New Symbotic Holdings or its subsidiaries are bound, New Symbotic Holdings is required under the New Symbotic Holdings LLC Agreement to (i) make generally pro rata distributions to its equityholders, including us, in an amount generally intended to allow its equityholders to satisfy their respective income tax liabilities with respect to their allocable share of the income of New Symbotic Holdings, based on certain assumptions and conventions, and (ii) reimburse us for our corporate and other overhead expenses. In the future, we may be limited, however, in our ability to cause New Symbotic Holdings and its subsidiaries to make these and other distributions to us due to restrictions contained in any credit agreement to which New Symbotic Holdings or any of its subsidiaries are bound. To the extent that we need funds and New Symbotic Holdings or its subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of their financing arrangements or are otherwise unable to provide such funds, our liquidity and financial condition could be adversely affected.

Moreover, because we will have no independent means of generating revenue, our ability to make tax payments and payments under the Tax Receivable Agreement is dependent on the ability of New Symbotic Holdings to make distributions to us in an amount sufficient to cover our tax obligations and obligations under the Tax Receivable Agreement. This ability, in turn, may depend on the ability of New Symbotic Holdings’ subsidiaries to make distributions to it. The ability of New Symbotic Holdings, its subsidiaries and other entities in which it directly or indirectly holds an equity interest to make such distributions will be subject to, among other things, (i) the applicable provisions of Delaware law (or other applicable jurisdictions) that may limit the amount of funds available for distribution and (ii) restrictions contained in any credit agreement to which New Symbotic Holdings, its subsidiaries and other entities in which it directly or indirectly holds an equity interest are bound. To the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, such payments will accrue interest until paid.

Pursuant to the Tax Receivable Agreement, we will be required to make payments to equityholders of New Symbotic Holdings for certain tax benefits we may claim, and those payments may be substantial.

Our purchase of New Symbotic Holdings Common Units in connection with the Unit Purchase Agreement and future exchanges of New Symbotic Holdings Common Units for shares of our Class A common stock or cash pursuant to the New Symbotic Holdings LLC Agreement (collectively, “Exchanges”) are expected to produce additional favorable tax attributes for us. When we acquire New Symbotic Holdings Common Units from existing unitholders, both the existing basis and the anticipated basis adjustments are likely to increase (for tax purposes) depreciation and amortization deductions allocable to us from New Symbotic Holdings and therefore reduce the amount of income tax that we would otherwise be required to pay in the future. This increase in tax basis may also decrease gain (or increase loss) on future dispositions of certain assets to the extent the increased tax basis is allocated to those assets.

In connection with the Business Combination, we will enter into the Tax Receivable Agreement, which generally provides for the payment by us to the TRA Holders of their proportionate share of 85% of the tax savings, if any, in U.S. federal and state income tax that we realize (or are deemed to realize in certain circumstances) in periods after the Closing as a result of (i) the existing tax basis in certain assets of New Symbotic Holdings that is allocable to the relevant New Symbotic Holdings Common Units, (ii) any step-up in tax basis in New Symbotic Holdings’ assets resulting from the relevant Exchanges and certain distributions (if any) by New Symbotic Holdings and payments under the Tax Receivable Agreement, and (iii) tax benefits related to imputed interest deemed to be paid by us as a result of payments under the Tax Receivable Agreement. The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless we exercise our right to terminate the Tax Receivable Agreement for an amount representing the present value of anticipated future tax benefits under the Tax Receivable Agreement or certain other acceleration events occur. These payments are our obligation and not that of New Symbotic Holdings.

We expect that the payments we will be required to make under the Tax Receivable Agreement will be substantial. Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to

 

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realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that the reduction in tax payments for us associated with our purchase of New Symbotic Holdings Common Units in connection with the Unit Purchase Agreement would aggregate to approximately $127.2 million over a 26-year period from the Closing based on an assumed value of $10.00 per share of our Class A common stock. Under such scenario we would be required to pay the TRA Holders 85% of such amount, or $108.1 million, over a 26-year period from the Closing Date.

Further, assuming all future Exchanges of New Symbotic Holdings Common Units occur on the Closing Date, no material changes in the relevant tax law, a value of $10.00 per share of our Class A common stock, and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we estimate that the reduction in tax payments to us would aggregate to approximately $1,632.1 million over a 28-year period from the Closing, and we would be required to pay the TRA Holders 85% of such amount, or $1,387.3 million over a 28-year period from the Closing Date. For each $1.00 increase (decrease) in the assumed share price of $10.00 per share of our Class A common stock, our reduction in tax payments would increase (decrease) by approximately $152.8 million and the related liability would increase (decrease) by approximately $129.9 million. These amounts are estimates and have been prepared for informational purposes only. The actual amount of reduction in tax payments and related liabilities that we will recognize will differ based on, among other things, the timing of the exchanges, the price of our shares of Class A common stock at the time of the exchange, and the tax rates then in effect.

The actual payment amounts may materially differ from these hypothetical amounts, as potential future reductions in tax payments for us and Tax Receivable Agreement payments by us will be calculated using the market value of our Class A common stock at the time of an Exchange and the prevailing tax rates applicable to us over the life of the Tax Receivable Agreement and will be dependent on us generating sufficient future taxable income to realize the benefit.

The actual increase in our allocable share of New Symbotic Holdings’ tax basis in its assets, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of Exchanges, the market price of our Class A common stock at the time of the Exchanges, the extent to which such Exchanges are taxable. the amount and timing of the recognition of our income, the tax rate then applicable, and the portion of our payments under the Tax Receivable Agreement constituting imputed interest. Payments under the Tax Receivable Agreement are expected to give rise to certain additional tax benefits attributable to either further increases in basis or in the form of deductions for imputed interest, depending on the circumstances. Any such benefits are covered by the Tax Receivable Agreement and will increase the amounts due thereunder. In addition, the Tax Receivable Agreement will provide for interest, at a rate equal to the Secured Overnight Financing Rate (“SOFR”) plus 100 basis points, accrued from the due date (without extensions) of the corresponding tax return to the date of payment specified by the Tax Receivable Agreement.

While many of the factors that will determine the amount of payments that we will make under the Tax Receivable Agreement are outside of our control, we expect that the payments we will make under the Tax Receivable Agreement will be substantial and could materially and adversely affect our financial condition. Any payments made by us under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us. To the extent that we are unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid; however, nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement, as further described below. Furthermore, our future obligation to make payments under the Tax Receivable Agreement could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that may be deemed realized under the Tax Receivable Agreement. See the section titled “The Business Combination—Other Agreements—Tax Receivable Agreement.

 

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In certain cases, payments under the Tax Receivable Agreement may exceed the actual tax benefits we realize or be accelerated.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine, and the Internal Revenue Service (the “IRS”) or another taxing authority may challenge all or any part of the tax basis increases, as well as other tax positions that we take, and a court may sustain such a challenge. In the event that any tax benefits initially claimed by us are disallowed, the TRA Holders will not be required to reimburse us for any excess payments that may previously have been made under the Tax Receivable Agreement, for example, due to adjustments resulting from examinations by taxing authorities. Rather, excess payments made to such holders will be netted against any future cash payments otherwise required to be made by us, if any, after the determination of such excess. However, a challenge to any tax benefits initially claimed by us may not arise for a number of years following the initial time of such payment or, even if challenged early, such excess cash payment may be greater than the amount of future cash payments that we might otherwise be required to make under the terms of the Tax Receivable Agreement and, as a result, there might not be future cash payments against which to net. As a result, in certain circumstances we could make payments under the Tax Receivable Agreement in excess of our actual income or franchise tax savings, which could materially impair our financial condition.

Moreover, the Tax Receivable Agreement provides that, in the event that (i) we exercise our early termination rights under the Tax Receivable Agreement, (ii) we experience certain changes of control (as described in the Tax Receivable Agreement) or (iii) we breach any of our material obligations under the Tax Receivable Agreement, our obligations under the Tax Receivable Agreement may accelerate and we could be required to make a lump-sum cash payment to each TRA Holder equal to the present value of all future payments that would have otherwise been made under the Tax Receivable Agreement, which lump-sum payment would be based on certain assumptions, including those relating to our future taxable income. The lump-sum payment could be substantial and could exceed the actual tax benefits that we realize subsequent to such payment because such payment would be calculated assuming, among other things, that we would have certain tax benefits available to us and that we would be able to use the potential tax benefits in future years. If we were to elect to terminate the Tax Receivable Agreement immediately after this offering, based on an assumed initial value of $10.00 per share of our Class A common stock and a discount rate equal to the lesser of (i) 4.50% per annum, compounded annually, and (ii) SOFR plus 100 basis points, we estimate that we would be required to pay $1,254.5 million in the aggregate under the Tax Receivable Agreement.

There may be a material negative effect on our liquidity if the payments under the Tax Receivable Agreement exceed the actual tax savings that we realize. Furthermore, our obligations to make payments under the Tax Receivable Agreement could also have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control.

See the section titled “The Business Combination—Other Agreements—Tax Receivable Agreement.

If New Symbotic Holdings were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we and New Symbotic Holdings might be subject to potentially significant tax inefficiencies, and we would not be able to recover payments previously made by us under the Tax Receivable Agreement even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.

A number of aspects of our structure depend on the classification of New Symbotic Holdings as a partnership for U.S. federal income tax purposes, and we intend to operate such that New Symbotic Holdings does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is a partnership the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. Under certain circumstances, Exchanges or other transfers of New Symbotic Holdings Common Units could cause New Symbotic Holdings to

 

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be treated as a publicly traded partnership. Applicable U.S. Treasury regulations provide for certain safe harbors from treatment as a publicly traded partnership, and we intend to operate such that Exchanges or other transfers of New Symbotic Holdings Common Units qualify for one or more such safe harbors. For example, we intend to limit the number of New Symbotic Holdings unitholders, and the New Symbotic Holdings LLC Agreement, which will be entered into in connection with the consummation of the Business Combination, will provide for limitations on the ability of New Symbotic Holdings equityholders to transfer their New Symbotic Holdings Common Units and will provide us with the right to cause the imposition of limitations and restrictions (in addition to those already in place) on the ability of New Symbotic Holdings equityholders to Exchange their New Symbotic Holdings Common Units to the extent we believe it is necessary to ensure that New Symbotic Holdings will continue to be treated as a partnership for U.S. federal income tax purposes.

If New Symbotic Holdings were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, significant tax inefficiencies might result for us and New Symbotic Holdings, including as a result of our inability to file a consolidated U.S. federal income tax return with New Symbotic Holdings. In addition, we may not be able to realize tax benefits covered under the Tax Receivable Agreement, and we would not be able to recover any payments previously made by us under the Tax Receivable Agreement, even if the corresponding tax benefits (including any claimed increase in the tax basis of New Symbotic Holdings’ assets) were subsequently determined to have been unavailable.

Symbotic’s financial results forecast relies in large part upon assumptions and analyses developed by Symbotic. If these assumptions or analyses prove to be incorrect, Symbotic’s actual results may be materially different from its forecasted results.

The projected financial information appearing elsewhere in this proxy statement/prospectus reflect numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Symbotic’s business, all of which are difficult to predict and many of which are beyond Symbotic’s and SVF 3’s control. As a result, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. Since the projections cover multiple years, such information by its nature becomes less reliable with each successive year. These financial projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, these financial projections constitute forward-looking information and are subject to risks and uncertainties, including the various risks and uncertainties set forth in the “Risk Factors” and “Forward-Looking Statements” sections of this proxy statement/prospectus. In addition, Symbotic’s projected revenue forecasts are forward looking and reflect numerous estimates and assumptions, including, but not limited to, general business, economic, regulatory, market and financial conditions, as well as assumptions about competition, future performance and penetration and matters specific to Symbotic’s business, all of which are difficult to predict and many of which are beyond Symbotic’s and SVF 3’s control. Some of the significant assumptions on which Symbotic’s management based its forecasts included:

 

   

Prospective financial information relating to revenue is based on a variety of operational assumptions, including expansion within Symbotic’s current customer base, existing sales pipeline opportunities, and new sales opportunities in Symbotic’s strategically addressable markets in addition to contracted backlog of over $5.4 billion with non-changeable, scheduled orders that should produce revenue in excess of projections for FY2022 and FY2023; and

 

   

Prospective financial information relating to gross profit and adjusted EBITDA are based on estimated costs to manufacture and install its systems over time, as well as assumptions on the growth of operating expenses to support the growth of the company. Gross profit visibility is enhanced by the cost structure across the strong majority of Symbotic’s contracted backlog; gross profits have guaranteed minimums with key variable cost items such as labor and steel cost variances being absorbed by the customer.

 

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While presented in this proxy statement/prospectus with numeric specificity, the projected financial information appearing elsewhere in this proxy statement/prospectus was based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of Warehouse’s management. Symbotic believes the assumptions in the prospective financial information were reasonable at the time the financial information was prepared, given the information Symbotic had at the time. However, important factors that may affect actual results and cause the results reflected in the prospective financial information not to be achieved include, among other things, risks and uncertainties relating to Symbotic’s business, industry performance, the regulatory environment, and general business and economic conditions. The prospective financial information also reflects assumptions as to certain business decisions that are subject to change. The unaudited prospective financial information was not prepared with a view toward public disclosure or with a view toward complying with the guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of Symbotic’s management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of Symbotic. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the prospective financial information.

If a shareholder fails to comply with the procedures for redeeming its Public Shares, such shares may not be redeemed.

In order to validly redeem Public Shares, Public Shareholders will need to comply with the various procedures described in this proxy statement/prospectus. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed.

Our Public Shareholders will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate their investment, Public Shareholders may be forced to sell their Public Shares, potentially at a loss.

Our Public Shareholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) the redemption of our Public Shares if we do not complete our initial business combination within the Completion Window, (ii) a shareholder vote to amend our Articles (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within the Completion Window or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, or (iii) if they redeem their respective shares for cash upon the completion of the initial business combination. Public Shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within the Completion Window, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares, potentially at a loss.

Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination.

Lawsuits may be filed against SVF 3 or its directors and officers in connection with the Business Combination. Defending such lawsuits could require SVF 3 to incur significant costs and draw the attention of SVF 3’s management team away from the Business Combination. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the transactions are consummated may adversely affect the Post-Combination Company’s business, financial condition, results of operations and cash flows. Such legal

 

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proceedings could delay or prevent the Business Combination from becoming effective within the agreed upon timeframe.

In connection with the Business Combination, two purported shareholders of SVF 3 have sent demand letters requesting that SVF 3 provide additional disclosures in an amendment to the registration statement filed in connection with the Business Combination. We believe that the allegations in the demand letters are meritless and no additional disclosure is required in such registration statement. No litigation has been filed in respect of these allegations and we are currently unable to reasonably determine the outcome or estimate any potential losses should any litigation be filed, and, as such, have not recorded a loss contingency. There is no material litigation, arbitration or governmental proceeding currently pending against SVF 3 or any members of our management team in their capacity as such.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by Public Shareholders may be less than $10.00 per Public Share.

The placement of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Shareholders, such parties may not execute such agreements, and in certain instances we have not been able to obtain such a waiver in agreements that we have executed. Further, under certain circumstances, parties that have executed such a waiver will not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if we have not consummated an initial business combination within the Completion Window, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by Public Shareholders could be less than the $10.00 per public share initially held in the Trust Account, due to claims of such creditors. Pursuant to the letter agreement the form of which is filed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under our indemnity of the underwriters of the SVF 3 IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third-party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

 

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However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of SVF 3. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

 

Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our Public Shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject where relevant to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our Public Shareholders may be reduced below $10.00 per Public Share.

We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever (except to the extent they are entitled to funds from the Trust Account due to their ownership of Public Shares). Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate the Business Combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

If, after we distribute the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

If, after we distribute the proceeds in the Trust Account to our Public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. In addition, our board

 

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of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors.

If, before distributing the proceeds in Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy or insolvency claims deplete the Trust Account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

The exercise of SVF 3’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether changes to the terms of the Business Combination or waivers of conditions are appropriate and in SVF 3’s shareholders’ best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Merger Agreement, may require SVF 3 to agree to amend the Merger Agreement, to consent to certain actions taken by Symbotic or to waive rights that SVF 3 is entitled to under the Merger Agreement. Such events could arise because of changes in the course of Symbotic’s business, a request by Symbotic to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on Symbotic’s business and would entitle SVF 3 to terminate the Merger Agreement. In any of such circumstances, it would be at SVF 3’s discretion, acting through the Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is best for SVF 3 and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, SVF 3 does not believe there will be any changes or waivers that SVF 3’s directors and officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further shareholder approval, SVF 3 will circulate a new or amended proxy statement/prospectus and resolicit SVF 3’s shareholders if changes to the terms of the transaction that would have a material impact on its shareholders are required prior to the vote on the Business Combination Proposal.

During the pendency of the Business Combination, SVF 3 will not be able to solicit, initiate or take any action to facilitate or encourage any inquiries or the making, submission or announcement of, or enter into a business combination with another party because of restrictions in the Merger Agreement.

During the pendency of the Business Combination, SVF 3 will not be able to enter into a business combination with another party because of restrictions in the Merger Agreement. Certain covenants in the Merger Agreement impede the ability of SVF 3 to make acquisitions or complete certain other transactions pending completion of the Business Combination. As a result, SVF 3 may be at a disadvantage to its competitors during that period. In addition, if the Business Combination is not completed, these provisions will make it more difficult to complete an alternative business combination following the termination of the Merger Agreement due to the passage of time during which these provisions have remained in effect. See the section titled “The Merger Agreement—Covenants and Agreements—SVF 3 Exclusivity” for more information.

 

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The provisions of our Articles that relate to the rights of holders of our Class A ordinary shares (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of a special resolution, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our Articles to facilitate the completion of an initial business combination that some of our shareholders may not support.

Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to the rights of a company’s shareholders, without approval by a certain percentage of the company’s shareholders. In those companies, amendment of these provisions typically requires approval by between 90% and 100% of the company’s shareholders. Our Articles provide that certain of its provisions related to the rights of holders of our Class A ordinary shares (including the requirement to deposit proceeds of the 3 IPO and SVF the Private Placement Shares into the Trust Account and not release such amounts except in specified circumstances, and to provide redemption rights to Public Shareholders as described herein) may be amended if approved by special resolution, and corresponding provisions of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of at least 65% of our ordinary shares; provided that the provisions of our Articles governing the appointment or removal of directors prior to our initial business combination may only be amended by a special resolution which shall include the affirmative vote of a simple majority of our Class B ordinary shares. Our Sponsor, directors and officers, who collectively beneficially own 22.3% of our ordinary shares, will participate in any vote to amend our Articles and/or trust agreement governing our Trust Account and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our Articles which govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our Articles.

Our sponsor, directors and officers have agreed, pursuant to agreements with us, that they will not propose any amendment to our Articles (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within the Completion Window or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our Public Shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then outstanding Public Shares. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, directors or officers for any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.

Risks Related to Ownership of Our Common Stock Following the Business Combination

In this section, “we,” “us” and “our” refer to SVF 3 prior to the Business Combination and to Symbotic Inc., or the Post-Combination Company, from and following the Business Combination.

Our common stock price may be volatile or may decline regardless of our operating performance. You may lose some or all of your investment.

The trading price of our common stock following the Business Combination is likely to be volatile. The stock market recently has experienced extreme volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. You may not be able to resell your shares at an attractive price due to a number of factors such as those listed in “Risks Related to SymboticRisks Related to Our Business, Operations and Industry” and the following:

 

   

the impact of the COVID-19 pandemic on our financial condition and the results of operations;

 

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our operating and financial performance and prospects;

 

   

our quarterly or annual earnings or those of other companies in our industry compared to market expectations;

 

   

conditions that impact demand for our products;

 

   

future announcements concerning our business, our clients’ businesses or our competitors’ businesses;

 

   

the public’s reaction to our press releases, other public announcements and filings with the SEC;

 

   

the market’s reaction to our reduced disclosure and other requirements as a result of being an “emerging growth company” under the Jumpstart Our Business Startups Act (the “JOBS Act”);

 

   

the size of our public float;

 

   

coverage by or changes in financial estimates by securities analysts or failure to meet their expectations;

 

   

market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

 

   

strategic actions by us or our competitors, such as acquisitions or restructurings;

 

   

changes in laws or regulations which adversely affect our industry or us;

 

   

changes in accounting standards, policies, guidance, interpretations or principles;

 

   

changes in senior management or key personnel;

 

   

issuances, exchanges or sales, or expected issuances, exchanges or sales of our capital stock;

 

   

changes in our dividend policy;

 

   

adverse resolution of new or pending litigation against us; and

 

   

changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.

These broad market and industry factors may materially reduce the market price of our common stock, regardless of our operating performance. In addition, price volatility may be greater if the public float and trading volume of our common stock is low. As a result, you may suffer a loss on your investment.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

Beginning in January 2022, subsequent to our announcement of the Business Combination and our PIPE offering on December 12, 2021, there has been a precipitous drop in the market values of growth-oriented companies. Accordingly, securities of growth companies such as ours may be more volatile than other securities and may involve special risks.

Beginning in January 2022, subsequent to our announcement of the Business Combination and our PIPE offering on December 12, 2021, there has been a precipitous drop in the market values of growth-oriented companies like ours. In recent months, inflationary pressures, increases in interest rates and other adverse economic and market forces have contributed to these drops in market value. As a result, our securities are subject to potential downward pressures, which may result in high redemptions of the cash available from the Trust Account. If there are substantial redemptions, there will be a lower float of our common stock outstanding, which may cause further volatility in the price of our securities and adversely impact our ability to secure financing following the closing of the Business Combination.

 

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Securities of companies formed through SPAC mergers such as ours may experience a material decline in price relative to the share price of the SPAC prior to the merger

As with most SPAC initial public offerings in recent years, SVF 3 issued shares for $10.00 per share upon the closing of its initial public offering. As with other SPACs, the $10.00 per share price of SVF 3 reflected each share having a one-time right to redeem such share for a pro rata portion of the proceeds held in the Trust Account equal to approximately $10.00 per share prior to the closing of the Business Combination. Following Closing, the shares outstanding will no longer have any such redemption right and will be solely dependent upon the fundamental value of the Post-Combination Company, which, like the securities of other companies formed through SPAC mergers in recent years, may be significantly different than $10.00 per share.

We do not intend to pay dividends on our common stock for the foreseeable future.

We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. As a result, we do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our business prospects, results of operations, financial condition, cash requirements and availability, certain restrictions related to our indebtedness, if any, industry trends and other factors that our board of directors may deem relevant. Any such decision will also be subject to compliance with contractual restrictions and covenants in the agreements governing future indebtedness. In addition, we may incur future indebtedness, the terms of which may further restrict or prevent us from paying dividends on our common stock. As a result, you may have to sell some or all of your common stock after price appreciation in order to generate cash flow from your investment, which you may not be able to do. Our inability or decision not to pay dividends, particularly when others in our industry have elected to do so, could also adversely affect the market price of our common stock.

If securities analysts do not publish research or reports about us, or if they issue unfavorable commentary about us or our industry or downgrade our common stock, the price of our common stock could decline.

The trading market for our common stock will depend in part on the research and reports that third-party securities analysts publish about us and the industries in which we operate. We may be unable or slow to attract research coverage and if one or more analysts cease coverage of us, the price and trading volume of our securities would likely be negatively impacted. If any of the analysts that may cover us change their recommendation regarding our securities adversely, or provide more favorable relative recommendations about our competitors, the price of our securities would likely decline. If any analyst that may cover us ceases covering us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price or trading volume of our securities to decline. Moreover, if one or more of the analysts who cover us downgrades our common stock, or if our reporting results do not meet their expectations, the market price of our common stock could decline.

Our issuance of additional shares of common stock or convertible securities could make it difficult for another company to acquire us, may dilute your ownership of us and could adversely affect our stock price.

In connection with the proposed Business Combination, we intend to file a registration statement with the SEC on Form S-8 providing for the registration of shares of our common stock issued or reserved for issuance under the Incentive Compensation Plan and the ESPP. Subject to the satisfaction of vesting conditions and the expiration of applicable lockup agreements, shares registered under the registration statement on Form S-8 will be available for resale immediately in the public market without restriction. From time to time in the future, we may also issue additional shares of our common stock or securities convertible into common stock pursuant to a variety of transactions, including acquisitions. The issuance by us of additional shares of our common stock or securities convertible into our common stock would dilute your ownership of us and the sale of a significant amount of such shares in the public market could adversely affect prevailing market prices of our common stock.

 

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In the future, we expect to obtain financing or to further increase our capital resources by issuing additional shares of our capital stock or offering debt or other equity securities, including senior or subordinated notes, debt securities convertible into equity, or shares of preferred stock. Issuing additional shares of our capital stock, other equity securities, or securities convertible into equity may dilute the economic and voting rights of our existing stockholders, reduce the market price of our common stock, or both. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our common stock. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing or nature of our future offerings. As a result, holders of our common stock bear the risk that our future offerings may reduce the market price of our common stock and dilute their percentage ownership. See “Description of Capital Stock of the Post-Combination Company.”

Future sales, or the perception of future sales, of our common stock by us or our stockholders in the public market following the Closing could cause the market price for our common stock to decline.

The sale of substantial amounts of shares of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Upon consummation of the Business Combination, we will have a total of 545,503,565 shares of common stock outstanding, consisting of (i) 45,097,055 shares of Class V-1 and 422,282,510 shares of Class V-3 common stock issued to holders of units of Warehouse, (ii) 20,500,000 shares issued pursuant to the Subscription Agreements, (iii) 32,000,000 shares held by SVF 3’s Public Shareholders (including 112,500 Class A ordinary shares originally issued in the SVF 3 IPO and purchased by certain officers and directors of SVF 3), (iv) 5,624,000 shares held by the Initial Shareholders (including 200,000 shares issuable upon conversion of Working Capital Loans and not including 3,616,000 shares subject to vesting requirements pursuant to the Sponsor Letter) and (v) 20,000,000 shares held by the Forward Purchase Investor. The numbers of shares set forth in the foregoing sentence are based on a number of assumptions, including that Warehouse does not issue any additional equity securities prior to the Business Combination, no Earnout Interests are issued, the Forward Purchase Investor will purchase a total of 20,000,000 Forward Purchase Shares pursuant to the Forward Purchase Agreement. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different. In addition, the numbers of shares and percentage interests set forth above do not take into account units issuable upon the exercise of securities exercisable for Warehouse Units or units of Symbotic Holdings.

All shares issued as merger consideration in the Business Combination and included on the registration statement of which this proxy statement/prospectus forms a part will be freely tradable under the Securities Act and without restriction by persons other than our “affiliates” (as defined under Rule 144 of the Securities Act, referred to herein as “Rule 144”), including our directors, executive officers and other affiliates subject to the Symbotic Transfer Restrictions described below. Additionally, we have agreed to register the Post-Combination Company’s Class A common stock issued pursuant to the Subscription Agreements and the Forward Purchase Agreement following the Closing.

In connection with the Closing, pursuant to the A&R Registration Rights Agreement, Symbotic Director Equityholders (as defined in the A&R Registration Rights Agreement) will agree that they will not, during the period of one year after the Closing Date, directly or indirectly, sell, offer to sell, contract to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, enter into any swap or other arrangement to transfer, any New Symbotic Holdings Common Units and any shares of the Post-Combination Company’s common stock received by the Symbotic Equityholders after the closing the Business Combination

 

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pursuant to a direct exchange or redemption of New Symbotic Holdings Common Units, or publicly announce any intention to effect any such transaction (in each case, subject to certain exceptions set forth in the A&R Registration Rights Agreement) (the “Symbotic Transfer Restrictions”).

Additionally, Symbotic Officer Equityholders (as defined in the A&R Registration Rights Agreement) are subject to the Symbotic Transfer Restrictions for 180 days after the Closing Date.

Upon the expiration or waiver of the lock-ups described above, shares held by certain of our stockholders will be eligible for resale, subject to, in the case of certain stockholders, volume, manner of sale and other limitations under Rule 144, if then available. In addition, pursuant to the A&R Registration Rights Agreement, certain stockholders will have the right, subject to certain conditions, to require us to register the sale of their shares of our common stock under the Securities Act. By exercising their registration rights and selling a large number of shares, these stockholders could cause the prevailing market price of our Class A common stock to decline. Following completion of the Business Combination, the shares covered by registration rights would represent approximately 84.9% of our outstanding common stock. See “The Business Combination—Other Agreements—Registration Rights Agreement” for a description of these registration rights.

As restrictions on resale end or if these stockholders exercise their registration rights, the market price of shares of our common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of common stock or other securities.

In addition, the shares of our common stock reserved for future issuance under the Incentive Compensation Plan and the ESPP will become eligible for sale in the public market once those shares are issued, subject to provisions relating to various vesting agreements, lock-up agreements and, in some cases, limitations on volume and manner of sale applicable to affiliates under Rule 144, as applicable. The number of shares to be reserved for future issuance under the Incentive Compensation Plan will be equal to 10% of the Post-Combination Company’s Class A common stock on a fully diluted basis as of the closing of the Business Combination, subject to adjustment in accordance with the terms of the Incentive Compensation Plan (the “Share Reserve”). The Share Reserve will be subject to an annual increase on the first trading day of each calendar year, beginning January 1, 2023 and ending on and including January 1, 2032, by a number of shares equal to the lesser of (i) 5% of the aggregate number of shares of Class A common stock outstanding on the last day of the prior calendar year and (ii) such smaller number of shares (which may be zero) as is determined by the compensation committee prior to such calendar year. The Incentive Compensation Plan also permits the compensation committee to deliver awards covering an aggregate of 8,500,000 shares of Class A common stock of the Post-Combination Company (the “Additional Pool”) solely in connection with the exchange of awards under the 2012 Value Appreciation Plan or the Amended and Restated 2018 Long Term Incentive Plan outstanding prior to the consummation of the Business Combination. Additionally, the number of shares to be reserved for future issuance under the ESPP will be equal to 2.5% of the total number of outstanding shares as of the closing of the Business Combination, subject to adjustment in accordance with the terms of the ESPP (the “Initial Share Limit”). The Initial Share Limit will be subject to an annual increase on the first day of each calendar year, beginning January 1, 2023 and ending on and including January 1, 2032, equal to the lesser of (i) 1% of the aggregate number of shares of Class A common stock of the Post-Combination Company then outstanding on the final day of the immediately preceding calendar year, (ii) the number of shares that equals twice the size of the Initial Share Limit and (iii) such smaller number of shares (which may be zero) as is determined by the compensation committee of the board of directors prior to such calendar year. We expect to file one or more registration statements on Form S-8 under the Securities Act to register shares of our common stock or securities convertible into or exchangeable for shares of our common stock issued pursuant to our Incentive Compensation Plan and ESPP. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market.

 

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Upon completion of the Business Combination, the rights of holders of the Post-Combination Company’s common stock arising under the DGCL will differ from and may be less favorable to the rights of holders of SVF 3’s ordinary shares arising under Cayman Islands law.

Upon completion of the Business Combination (which involves the Domestication), the rights of holders of the Post-Combination Company’s common stock will arise under the DGCL. The DGCL contains provisions that differ in some respects from those in the Cayman Islands Companies Act (2021 Revision), and, therefore, some rights of holders of the Post-Combination Company’s common stock could differ from the rights that holders of SVF 3 ordinary shares currently possess. For instance, while class action lawsuits are generally not available to shareholders under Cayman Islands law, such actions are generally available under Delaware law. This change could increase the likelihood that the Post-Combination Company becomes involved in costly litigation, which could materially and adversely affect the Post-Combination Company.

For a more detailed description of the rights of holders of the Post-Combination Company’s common stock under the DGCL and how they may differ from the rights of holders of SVF 3 ordinary shares under Cayman Islands law, please see the section titled “Proposal No. 2—The Domestication Proposal—Comparison of Corporate Governance and Shareholder Rights.”

Upon completion of the Business Combination, the rights of holders of the Post-Combination Company’s common stock arising under the DGCL will differ from and may be less favorable to the rights of holders of Warehouse’s Units arising under New Hampshire law.

Upon completion of the Business Combination (which involves the Company Reorganization), the rights of holders of the Post-Combination Company’s common stock will arise under the DGCL. The DGCL contains provisions that differ in some respects from those in the New Hampshire Business Corporations Act, and, therefore, some rights of holders of the Post-Combination Company’s common stock could differ from the rights that holders of Warehouse Units currently possess.

For a more detailed description of the rights of holders of the Post-Combination Company’s common stock under the DGCL and how they may differ from the rights of holders of Warehouse Units under New Hampshire law, please see the section titled “Comparison of Equityholders’ Rights.”

Anti-takeover provisions in our Proposed Organizational Documents and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.

The Proposed Charter, the Proposed Bylaws and Delaware law contain or will contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by our board of directors. Among other things, the Proposed Charter and/or Proposed Bylaws will include the following provisions:

 

   

a prohibition on stockholder action by written consent, which means that our stockholders will only be able to take action at a meeting of stockholders and will not be able to take action by written consent for any matter;

 

   

a forum selection clause, which means certain litigation against us can only be brought in Delaware;

 

   

the authorization of undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and

 

   

advance notice procedures, which apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management. The Post-Combination Company will not be governed by Section 203 of the DGCL.

 

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In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a business combination, such as a merger, with an “interested stockholder” (which includes a person or group owning 15% or more of the corporation’s voting stock) for a period of three years following the date the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Accordingly, the Post-Combination Company will not be subject to any anti-takeover effects of Section 203. Nevertheless, the Proposed Charter contains provisions that will have a similar effect to Section 203, which will take effect from and after the first such time after the effective time of the Merger that the members of New Symbotic Holdings (other than the Post-Combination Company) as of the date on which the Proposed Charter became effective and their Permitted Transferees (as defined in the New Symbotic Holdings LLC Agreement) no longer own a majority of the issued and outstanding shares of our common stock (the “Restriction Effective Time”), except that such restrictions on business combinations shall not apply to any interested stockholder that became such prior to the Restriction Effective Time.

Any provision of the Proposed Charter, the Proposed Bylaws or Delaware law that has the effect of delaying, preventing or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock.

The Proposed Charter will provide that the courts located in the State of Delaware will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

The Proposed Charter and Proposed Bylaws, each of which will become effective prior to the completion of the Business Combination, will provide that, unless we consent in writing to the selection of an alternative forum, (a) a state court located within the State of Delaware (or, in the event that no court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or stockholders to us or to our stockholders or (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Proposed Charter or the Proposed Bylaws; and (b) subject to the foregoing, the federal district court for the District of Delaware (or if such court does not have jurisdiction over such action, any other federal district court) of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for any action asserting a cause of action arising under the Securities Act, and the rules and regulations promulgated thereunder, as amended. Notwithstanding the foregoing, such forum selection provisions shall not apply to suits brought to enforce any liability, obligation or duty created by the Exchange Act. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees. Alternatively, if a court were to find the choice of forum provision contained in the Proposed Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition.

Additionally, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As noted above, the Proposed Charter and Proposed Bylaws will provide that the federal district courts of the United States of America shall have jurisdiction over any action arising under the Securities Act. Accordingly, there is uncertainty as to whether a court would enforce such provision. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

 

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There can be no assurance that the Post-Combination Company’s securities will be approved for listing on NASDAQ or that the Post-Combination Company will be able to comply with the continued listing standards of NASDAQ.

In connection with the Closing, we intend to list the Class A common stock of the Post-Combination Company on NASDAQ under the symbol “SYM.” The Post-Combination Company’s continued eligibility for listing may depend on the number of SVF 3’s Class A ordinary shares that are redeemed. If, after the Business Combination, NASDAQ delists the Post-Combination Company’s securities from trading on its exchange for failure to meet the listing standards, the Post-Combination Company and its stockholders could face significant negative consequences including:

 

   

limited availability of market quotations for the Post-Combination Company’s securities;

 

   

a determination that the Post-Combination Company’s Class A common stock is a “penny stock” which will require brokers trading in the Post-Combination Company’s Class A common stock to adhere to more stringent rules,

 

   

possible reduction in the level of trading activity in the secondary trading market for shares of the Post-Combination Company’s Class A common stock;

 

   

a limited amount of analyst coverage; and

 

   

a decreased ability to issue additional securities or obtain additional financing in the future.

Subsequent to the consummation of the Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although SVF 3 has conducted due diligence on Symbotic, SVF 3 cannot assure you that its diligence revealed all material issues that may be present in Symbotic’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of SVF 3’s or the Post-Combination Company’s control will not later arise. As a result, the Post-Combination Company may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with SVF 3’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact the Post-Combination Company reports charges of this nature could contribute to negative market perceptions about the Post-Combination Company or its securities. Accordingly, any SVF 3 shareholder who chooses to remain a stockholder of the Post-Combination Company following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by SVF 3’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation relating to the Business Combination contained an actionable material misstatement or material omission.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.

We are subject to laws, regulations and rules enacted by national, regional and local governments and NASDAQ. In particular, we are required to comply with certain SEC, NASDAQ and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations and rules and their interpretation and application may also change from time to time and those changes could materially and adversely affect our business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations and rules, as interpreted and applied, could materially and adversely affect our business and results of operations.

 

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The Post-Combination Company has broad discretion in the use of the net proceeds from the Business Combination, the PIPE Investment and the Forward Purchase Shares and may not use them effectively.

The Post-Combination Company cannot specify with certainty the particular uses of the net proceeds it will receive from the Business Combination, the PIPE Investment and the Forward Purchase Shares. The Post-Combination Company’s management will have broad discretion in the application of the net proceeds. The Post-Combination Company’s management may spend a portion or all of the net proceeds in ways that its stockholders may not desire or that may not yield a favorable return. The failure by the Post-Combination Company’s management to apply these funds effectively could harm its business, financial condition, results of operations and prospects. Pending their use, the Post-Combination Company may invest the net proceeds from the Business Combination, the PIPE Investment and the Forward Purchase Shares in a manner that does not produce income or that loses value.

Because the Post-Combination Company will become a public reporting company by means other than a traditional underwritten initial public offering, the shareholders of the Post-Combination Company may face additional risks and uncertainties.

Because the Post-Combination Company will become a public reporting company by means of consummating the Business Combination rather than by means of a traditional underwritten initial public offering, there is no independent third-party underwriter selling the shares of the Post-Combination Company’s Class A common stock, and, accordingly, the stockholders of the Post-Combination Company will not have the benefit of an independent review and investigation of the type normally performed by an unaffiliated, independent underwriter in a public securities offering. Due diligence reviews typically include an independent investigation of the background of the company, any advisors and their respective affiliates, review of the offering documents and independent analysis of the plan of business and any underlying financial assumptions. Because there is no independent third-party underwriter selling the shares of the Post-Combination Company’s Class A common stock, SVF 3’s shareholders must rely on the information included in this proxy statement/prospectus. Although SVF 3’s management and advisors conducted a due diligence review and investigation of Symbotic in connection with the Business Combination, the lack of an independent due diligence review and investigation increases the risk of investment in the Post-Combination Company because it may not have uncovered facts that would be important to a potential investor.

Moreover, the Public Shareholders will not benefit from possible recourse against an underwriter for material misstatements or omissions in this proxy statement/prospectus or additional roles of the underwriters in a traditional underwritten initial public offering, such as the book-building process, which helps inform efficient price discovery, and underwriter support to help stabilize the public price of the new issue immediately after listing. The lack of such recourse process and support in connection with the Post-Combination Company’s Class A common stock could result in greater potential for errors, diminished investor demand, inefficiencies in pricing and a more volatile public price for the shares during the period immediately following the listing.

In addition, because the Post-Combination Company will not become a public reporting company by means of a traditional underwritten initial public offering, security or industry analysts may not provide, or be less likely to provide, coverage of the Post-Combination Company. Investment banks may also be less likely to agree to underwrite secondary offerings on behalf of the Post-Combination Company than they might if the Post-Combination Company became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with the Post-Combination Company as a result of more limited coverage by analysts and the media. The failure to receive research coverage or support in the market for the Post-Combination Company’s Class A common stock could have an adverse effect on the Post-Combination Company’s ability to develop a liquid market for the Post-Combination Company’s Class A common stock.

Risks Related to Redemption

In this section, “we,” “us” and “our” refer to SVF 3 prior to the Business Combination and to Symbotic Inc., the Post-Combination Company, from and following the Business Combination.

 

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There is no guarantee that a SVF 3 Public Shareholder’s decision to redeem their Public Shares for a pro rata portion of the Trust Account will put such shareholder in a better future economic position.

No assurance can be given as to the price at which a Public Shareholder may be able to sell our shares in the future following the completion of the Business Combination. Certain events following the consummation of any business combination, including the Business Combination, may cause an increase in our stock price, and may result in a lower value realized now than a SVF 3 shareholder might realize in the future had the shareholder not elected to redeem such shareholder’s Public Shares. Similarly, if a Public Shareholder does not redeem his, her, their or its shares, such shareholder will bear the risk of ownership of our common stock after the consummation of the Business Combination, and there can be no assurance that a shareholder can sell his, her, their or its shares of our common stock in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A Public Shareholder should consult his, her, their or its own tax and/or financial advisor for assistance on how this may affect its individual situation.

If SVF 3 Public Shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their Public Shares for a pro rata portion of the funds held in the Trust Account.

To exercise their redemption rights, holders are required to deliver their shares, either physically or electronically using Depository Trust Company’s DWAC System, to SVF 3’s transfer agent two business days prior to the vote at the Extraordinary General Meeting. If a holder properly seeks redemption as described in this proxy statement/prospectus and the Business Combination is consummated, SVF 3 will redeem these shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own such shares following the Business Combination. See the section titled “SVF 3’s Extraordinary General Meeting of Shareholders in lieu of the 2022 Annual General Meeting of Shareholders—Redemption Rights” for additional information on how to exercise your redemption rights.

The ability of SVF 3 shareholders to exercise redemption rights with respect to a large number of shares could increase the probability that the Business Combination would be unsuccessful and that shareholders would have to wait for liquidation in order to redeem their stock.

At the time SVF 3 entered into the Merger Agreement and related agreements for the Business Combination, SVF 3 did not know how many shareholders would exercise their redemption rights, and therefore SVF 3 structured the Business Combination based on its expectations as to the number of shares that will be submitted for redemption. The Merger Agreement requires SVF 3 to have at least $350,000,000 of Closing SVF Cash. If a larger number of shares are submitted for redemption than initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account. The above considerations may limit our ability to complete the Business Combination or optimize our capital structure.

If you or a “group” of shareholders of which you are a part are deemed to hold an aggregate of more than 15% of the Public Shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of the Public Shares.

A Public Shareholder, together with any of his, her, their or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming in the aggregate his, her, their or its Public Shares or, if part of such a group, the group’s Public Shares, in excess of 15% of the Public Shares without the consent of SVF 3. Your inability to redeem any such excess Public Shares could resulting in you suffering a material loss on your investment in SVF 3 if you sell such excess Public Shares in open market transactions. SVF 3 cannot assure you that the value of such excess Public Shares will appreciate over time following the Business Combination or that the market price of the Public Shares will exceed the per-share redemption price.

However, SVF 3’s shareholders’ ability to vote all of their Public Shares (including such excess shares) for or against the Business Combination Proposal is not restricted by this limitation on redemption.

 

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Other Risks

In this section, “we,” “us” and “our” refer to Symbotic prior to the Business Combination and to Symbotic Inc., or the Post-Combination Company, from and following the Business Combination.

As a private company, we have not been required to document and test our internal controls over financial reporting, management has not been required to certify the effectiveness of our internal controls, and our auditors have not been required to opine on the effectiveness of our internal controls over financial reporting. Failure to maintain adequate financial, IT and management processes and controls could result in material weaknesses and errors in our financial reporting, which could adversely affect our business, financial condition and results of operations. Moreover, there are inherent limitations in all control systems, and misstatements due to error or fraud that could seriously harm our business may occur and not be detected.

As a private company, we have not been subject to the SEC’s internal control reporting requirements. Following the Business Combination, we will become subject to the SEC’s internal control over financial reporting requirements and will become subject to the auditor attestation requirements once we are no longer an “emerging growth company.” We will remain an emerging growth company until the earliest of: (i) the end of the fiscal year in which we had total annual gross revenue of $1.07 billion; (ii) the last day of our fiscal year following March 11, 2026 (the fifth anniversary of the date on which SVF 3 consummated the SVF 3 IPO); (iii) the date on which we issue more than $1.0 billion in non-convertible debt during the preceding three-year period; or (iv) the end of the fiscal year in which the market value of our common stock held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. In addition, our current controls and any new controls that we develop may become inadequate because of poor design, inadequate enforcement and/or changes in our business, including increased complexity resulting from expansion. Any failure to implement and maintain effective internal controls over financial reporting could adversely affect the results of assessments by our independent registered public accounting firm and their attestation reports. As a result, we will incur significant legal, accounting and other expenses that we did not previously incur. Our entire management team and many of our other employees will need to devote substantial time to compliance and may not effectively or efficiently manage our transition into a public company.

In addition, the need to establish the corporate infrastructure demanded of a public company may also divert management’s attention from implementing our business strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes to our internal control over financial reporting, including IT controls, and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company. However, the measures we take may not be sufficient to satisfy our obligations as a public company. If we do not continue to develop and implement the right processes and tools to manage our changing enterprise and maintain our culture, our ability to compete successfully and achieve our business objectives could be impaired, which could negatively impact our business, financial condition and results of operations. In addition, we cannot predict or estimate the amount of additional costs we may incur to comply with these requirements. We anticipate that these costs will materially increase our general and administrative expenses.

These rules and regulations result in our incurring legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as executive officers.

Moreover, our management does not expect that our internal and disclosure controls will prevent all possible error and all fraud. A control system, no matter how well conceived and operated, can provide only

 

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reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints and the benefit of controls must be relative to their costs. Because of the inherent limitations in all control systems, an evaluation of controls can only provide reasonable assurance that all material control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Further, controls can be circumvented by the individual acts of some persons or by collusion of two or more persons. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. A failure of our controls and procedures to detect error or fraud could seriously harm our business and results of operations.

We will incur increased costs as a result of operating as a public company, and our management will devote substantial time to new compliance initiatives.

If we complete the Business Combination and become a public company, we will incur significant legal, compliance, accounting and other expenses that we did not incur as a private company. As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules adopted, and to be adopted, by the SEC and NASDAQ. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, we expect these rules and regulations to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or board committees, or as executive officers.

Our management has limited experience in operating a public company.

Our executive officers have limited experience in the management of a publicly traded company. Our management team may not successfully or effectively manage our transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities, which will result in less time being devoted to the management and growth of the post-combination company. Our personnel have limited knowledge, experience and training in the accounting policies, practices or internal control over financial reporting required of public companies in the United States.

The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company, which will increase our operating costs in future periods.

The dual class structure of our common stock has the effect of concentrating voting control with the Symbotic Founder, certain family members of the Symbotic Founder and certain affiliated entities and trusts of the Symbotic Founder and his family members; this will limit or preclude your ability to influence corporate matters.

After the Business Combination, our Class V-3 common stock will have three votes per share and our Class A common stock and Class V-1 common stock will have one vote per share. Class V-3 common stock convert into Class V-1 common stock in certain situations, including automatically seven years following the Business Combination. Our Founder, Board Chair, President and Chief Product Officer, Richard B. Cohen,

 

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together with certain family members and certain affiliated entities and trusts of Mr. Cohen and his family members, in the aggregate, will hold Class V-3 common stock and 91% of the voting power of our outstanding common stock after the Business Combination assuming No Redemptions and will be able to control all matters submitted to our stockholders for approval. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future.

Transfers by holders of Class V-3 common stock will generally result in those shares converting to Class V-1 common stock, subject to limited exceptions, such as certain transfers effected for estate planning or charitable purposes. The conversion of Class V-3 common stock to Class V-1 common stock will have the effect, over time, of increasing the relative voting power of those holders of Class V-3 common stock who retain their shares in the long term. If, for example, Mr. Cohen retains, including through his affiliated entities and trusts, a significant portion of his holdings of Class V-3 common stock for an extended period of time, he could, in the future, continue to control a significant portion of the combined voting power of our outstanding capital stock.

Our multi-class capital structure may render our shares ineligible for inclusion in certain stock market indices, which could adversely affect the share price and liquidity of our common stock.

We cannot predict whether our multi-class structure will result in a lower or more volatile market price of our Class A common stock, in adverse publicity, or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multi-class share structures in certain of their indices. In July 2017, FTSE Russell announced that it plans to require new constituencies of its indices to have greater than 5% of our voting rights in the hands of public stockholders, and S&P Dow Jones announced that it will no longer admit companies with multi-class share structures to certain of its indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. Also in 2017, MSCI, a leading stock index provider, opened public consultations on their treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices and in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. Under such announced policies, the multi-class structure of our common stock may make us ineligible for inclusion in certain indices and, as a result, mutual funds, exchange-traded funds, and other investment vehicles that attempt to track those indices would not invest in our Class A common stock. These policies are relatively new and it is unclear what effect, if any, they will have on the valuations of publicly-traded companies excluded from such indices, but it is possible that they may depress valuations, as compared to similar companies that are included. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from certain stock indices would likely preclude investment by many of these funds and could make our Class A common stock less attractive to other investors. As a result, the market price of our Class A common stock could be adversely affected.

We share certain key executives with C&S Wholesale Grocers, an important customer, which means those executives will not devote their full time and attention to our affairs, and the overlap may give rise to conflicts.

Our Founder, Board Chair, President and Chief Product Officer, Richard B. Cohen, also serves as the Executive Chairman of C&S Wholesale Grocers and he and trusts for the benefit of his family are the only beneficial stockholders of that company. In addition, our Chief Strategy Officer, William Boyd, also serves as Executive Vice President and Chief Legal Officer of C&S Wholesale Grocers. As a result, not all of our executive officers devote their full time and attention to our affairs and are compensated separately by C&S Wholesale Grocers and its subsidiaries. The overlapping executives may have actual or apparent conflicts of interest with respect to matters involving or affecting each company. For example, the potential for a conflict of interest exists when we, on the one hand, and C&S Wholesale Grocers, on the other hand, look at certain corporate opportunities that may be suitable for either company. Also, conflicts may arise if there are issues or disputes under the commercial arrangements that exist between us and C&S Wholesale Grocers. These overlapping executives’ ownership interests in us and C&S Wholesale Grocers could create actual, apparent or

 

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potential conflicts of interest if they are faced with decisions that have different implications for us and C&S Wholesale Grocers. See “Certain Relationships and Related Party Transactions” for a discussion of certain procedures we instituted to help ameliorate such potential conflicts with C&S Wholesale Grocers that may arise.

Our overlapping executive officers and directors with C&S Wholesale Grocers may result in the diversion of corporate opportunities to C&S Wholesale Grocers and other conflicts, and provisions in our certificate of incorporation may provide us no remedy in those circumstances.

We acknowledge that our executive officers and directors may also be serving as directors, officers, employees, consultants or agents of C&S Wholesale Grocers and its subsidiaries and that we may engage in material business transactions with such entities. At the Closing, our Board of Directors intends to adopt resolutions putting in place policies and arrangements whereby we will renounce our rights to certain business opportunities and no director or officer who is also serving as a director, officer, employee, consultant or agent of C&S Wholesale Grocers will be liable to us or our stockholders for breach of any fiduciary duty that would otherwise occur by reason of the fact that any such individual directs a corporate opportunity to C&S Wholesale Grocers or any of its subsidiaries instead of us, or does not refer or communicate information regarding such corporate opportunities to us.

Our business, financial condition, results of operations or cash flows could be significantly hindered by the occurrence of a natural disaster, terrorist attack or other catastrophic event. We also face risks related to health pandemics or epidemics, including the ongoing COVID-19 pandemic, which could adversely affect our business, financial condition and results of operations.

Our business operations and our warehouse automation systems may be susceptible to outages due to fire, floods, unusual weather conditions, power loss, telecommunications failures, health pandemics or epidemics, terrorist attacks and other events beyond our control. Natural disasters including tornados, hurricanes, floods and earthquakes may damage the facilities of our customers, which could lead to reduced revenue for our customers and thus reduced sales. In addition, a substantial portion of our operations following the Business Combination will rely on support from our headquarters in Wilmington, Massachusetts. To the extent that fire, floods, unusual weather conditions, power loss, telecommunications failures, health pandemics or epidemics, terrorist attacks and other events beyond our control materially impact our ability to operate those offices, it may have a material impact on our business operations as a whole. To the extent that such events disrupt our business or the business of our current or prospective customers, or adversely impact our reputation, such events could adversely affect our business, financial condition, results of operations and cash flows.

While our business and results of operations have not been adversely affected by the COVID-19 pandemic and related governmental responses, a resurgence in the COVID-19 outbreak or related governmental restrictions could adversely affect our future business operations and condition and operating results. New governmental responses implemented to contain the outbreak of COVID-19 or its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, could affect our ability to meet with potential customers, install warehouse automation systems for our customers or the ability of our personnel, suppliers and partners to operate in the ordinary course. The COVID-19 pandemic may also materially adversely affect our future business operations and condition and operating results. The extent to which the COVID-19 pandemic continues to impact us will depend on future developments, which are highly uncertain and cannot be predicted.

We are subject to U.S. and foreign anti-corruption and anti-money laundering laws and regulations and could face criminal liability and other serious consequences for violations, which could adversely affect our business, financial condition and results of operations.

We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act and the USA PATRIOT Act, and are or will be subject to other anti-bribery and anti-money laundering laws in countries in which we conduct or will conduct activities.

 

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Anti-corruption laws are interpreted broadly and prohibit companies and their employees, agents, contractors and other collaborators from authorizing, promising, offering or providing, directly or indirectly, improper payments or anything else of value to recipients in the public or private sector. We can be held liable for the corrupt or other illegal activities of our employees, agents, contractors and other collaborators, even if we do not explicitly authorize or have actual knowledge of such activities. Any violations of the laws and regulations described above may result in substantial civil and criminal fines and penalties, imprisonment, the loss of export or import privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm and other consequences.

Any future litigation against us could be costly and time-consuming to defend.

We are, and may become, subject to legal proceedings and claims that arise in the ordinary course of business, such as claims brought by our customers in connection with commercial disputes or employment claims made by our current or former employees. Litigation might result in substantial costs and may divert management’s attention and resources, which might seriously harm our business, financial condition and results of operations. Insurance might not cover such claims, might not provide sufficient payments to cover all the costs to resolve one or more such claims and might not continue to be available on terms acceptable to us. A claim brought against us that is uninsured or underinsured could result in unanticipated costs, potentially harming our business, financial position and results of operations.

Changes to applicable U.S. tax laws and regulations or exposure to additional income tax liabilities could harm our future profitability or otherwise adversely affect our business, financial condition and results of operations.

Following the Business Combination, the Post-Combination Company will be a U.S. corporation and thus subject to U.S. corporate income tax on our worldwide operations. Moreover, the majority of our operations and customers are located in the United States, and, as a result, we are subject to various U.S. federal, state and local taxes. New U.S. laws and policy relating to taxes may have an adverse effect on our business and future profitability.

For example, President Joe Biden has set forth several tax proposals that would, if enacted, make significant changes to U.S. tax laws. Such proposals include an increase in the U.S. income tax rate applicable to corporations (such as us) from 21% to 28%. Congress may consider, and could include, this proposal in connection with tax reform to be undertaken by the Biden administration. It is unclear whether this or similar changes will be enacted and, if enacted, how soon any such changes could take effect. The passage of any legislation as a result of this proposal and other similar changes in U.S. federal income tax laws could adversely affect our business, cash flows and future profitability.

Further, new income, sales, use or other tax laws, statutes, rules, regulations or ordinances, in the United States or in other jurisdictions, could be enacted at any time, which could adversely affect our business, prospects, financial condition, future profitability and operating results. In addition, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us and may have an adverse effect on our business, cash flows and future profitability.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

SVF 3 is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the Business Combination. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X which provides pro forma adjustment criteria with requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or reasonably expected to occur (“Management’s Adjustments”). SVF 3 has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information.

SVF 3 is a blank check company originally incorporated on December 11, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities.

Symbotic develops, commercializes, and deploys innovative, end-to-end technology solutions that dramatically improve supply chain operations. Symbotic currently automates the processing of pallets and cases in large warehouses or distribution centers for some of the largest retail companies in the world. Its systems enhance operations at the front end of the supply chain, and therefore benefit all supply partners further down the chain, irrespective of fulfillment strategy.

SVF 3 and Warehouse have different fiscal years. SVF 3’s fiscal year ends December 31 whereas Warehouse’s fiscal year ends on the last Saturday of September (e.g. September 25, 2021 for its latest fiscal year end). The unaudited pro forma condensed combined financial information has been prepared utilizing Warehouse’s fiscal year end as that will be the year end for the Post-Combination Company.

The unaudited pro forma condensed combined balance sheet as of December 25, 2021 combines the historical balance sheet of SVF 3 as of December 31, 2021 with the historical balance sheet of Warehouse as of December 25, 2021. The unaudited pro forma condensed combined balance sheet as of December 25, 2021 assumes that the Business Combination occurred on December 25, 2021.

The unaudited pro forma condensed combined statement of operations for three months ended December 25, 2021 combines the historical results of SVF 3 for three months ended December 31, 2021 with the historical results of Warehouse for its three months ended December 25, 2021.

The unaudited pro forma condensed combined statement of operations for twelve months ended September 25, 2021 combines the historical results of SVF 3 for its fiscal year ended December 31, 2021 with the historical results of Warehouse for its fiscal year ended September 25, 2021. The unaudited pro forma condensed combined statement of operations for the year ended September 25, 2021 presents the Business Combination as if it had been consummated on September 27, 2020.

The historical financial information of SVF 3 was derived from the audited financial statements as of and for the year ended December 31, 2021, included elsewhere in this proxy statement/prospectus, and the unaudited financial statements as of and for the nine months ended September 30, 2021, included in its Quarterly Report on Form 10-Q filed with the SEC dated January 26, 2022. The historical statement of operations of SVF for three months ended December 31, 2021 was calculated by subtracting the statement of operations for nine months ended September 30, 2021 from the statement of operations for year ended December 31, 2021. The historical financial information of Warehouse was derived from the unaudited consolidated financial statements as of and for three months ended December 25, 2021 and audited consolidated financial statements as of and for the year ended September 25, 2021 included elsewhere in this proxy statement/prospectus. This information should be

 

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read together with the SVF 3’s and Warehouse’s financial statements and related notes, the sections titled “SVF 3’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Symbotic’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/prospectus.

The Business Combination and related transactions described are not yet complete. The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the financial position and results of operations that would have been achieved had the Business Combination and related transactions occurred on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the Post-Combination Company. They should be read in conjunction with the historical financial statements and notes thereto of SVF 3 and Warehouse.

The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of the unaudited pro forma condensed combined financial information and is subject to change as additional information becomes available and analyses are performed.

Description of the Business Combination

On December 12, 2021, (a) SVF 3 and Merger Sub, a wholly owned subsidiary of SVF 3, entered into the Merger Agreement with Warehouse and Symbotic Holdings, a wholly owned subsidiary of Warehouse, and (b) Warehouse and Symbotic Holdings entered into the Company Merger Agreement. If the Company Merger Agreement, the Merger Agreement, the transactions contemplated thereby and the related matters described herein are adopted by SVF 3’s shareholders and Warehouse’s unitholders, as applicable, (i) Warehouse will merge with and into Symbotic Holdings, with Symbotic Holdings surviving the merger and (ii) immediately thereafter, Merger Sub will merge with and into Interim Symbotic, with Interim Symbotic surviving the merger as a subsidiary of the Post-Combination Company. Prior to the consummation of the Merger, SVF 3 will transfer by way of continuation from the Cayman Islands and domesticate as a Delaware corporation. Following the Domestication and simultaneously with the Closing, SVF 3 will change its corporate name to “Symbotic Inc.”

The aggregate consideration to be paid to unitholders of Warehouse in the Business Combination will be based on an equity value for Warehouse equal to the sum of (i) $4,500,000,000, plus (ii) the Repurchase Amount, plus (iii) the amount of any cash received or paid by Warehouse on or prior to the Closing in connection with the settlement of any Warehouse warrants currently outstanding. The Repurchase Amount is an amount equal to (i) $126,000,000 plus (ii) the Net Warrant Exercise Proceeds, provided that the Repurchase Amount shall not exceed $300,000,000 or be less than $0. On December 15, 2021, Walmart consummated the gross exercise of vested warrant units for $173,795,651, and therefore, the Net Warrant Exercise Proceeds and the Repurchase Amount are currently $173,795,651 and approximately $300,000,000, respectively.

The organizational structure following the Business Combination will be what is commonly referred to as an “Up-C” structure. The Up-C structure allows holders of Warehouse to retain their direct equity ownership in New Symbotic Holdings, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of New Symbotic Holdings Common Units following the Business Combination.

Upon the effectiveness of the Company Reorganization, each unit of Warehouse (other than the Warehouse Dissenting Units) will be converted into the right to receive a number of Interim Symbotic Common Units. equal to (i) the amount such unit of Warehouse would have been entitled to receive had the Equity Value been distributed in cash pursuant to the Fifth Amended and Restated Limited Liability Company Agreement of Warehouse, dated as of April 30, 2021, divided by (ii) $10.00.

Immediately after the consummation of the Company Reorganization, upon the effectiveness of the Merger, each Interim Symbotic Common Unit will be converted into (a) the right to receive a number of New Symbotic

 

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Holdings Common Units equal to the Exchange Ratio; (b) with respect to the Interim Symbotic Common Units held by the Symbotic Founder, certain family members of the Symbotic Founder and certain affiliated entities and trusts of the Symbotic Founder and his family members, the right to receive a number of Post-Combination Company’s Class V-3 common stock, equal to the number of New Symbotic Holdings Common Units received by such party, (c) with respect to Interim Symbotic Common Units held by holders other than those set forth in clause (b), the right to receive a number of the Post-Combination Company’s Class V-1 common stock equal to the number of New Symbotic Holdings Common Units received by such party, and (d) the contingent right to receive certain Earnout Interests as described below. Class V-1 and Class V-3 common stock are non-economic voting shares in Symbotic Inc.; Class V-1 common stock have one vote per share and Class V-3 common stock have three votes per share.

Following (but on the date of) the Closing, pursuant to the Unit Purchase Agreement, the Post-Combination Company will purchase from certain affiliated entities and trusts of the Symbotic Founder and his family members an aggregate number of New Symbotic Holdings Common Units equal to the Repurchase Amount, divided by $10.00, in each case, at a price of $10.00 per Purchase Unit in cash.

In connection with the Closing, SVF 3 will enter into the Tax Receivable Agreement with the TRA Holders and New Symbotic Holdings. The Tax Receivable Agreement will generally provide for the payment by the Post-Combination Company to the TRA Holders of 85% of the amount of the cash savings, if any, in U.S. federal and state income tax that the Post-Combination Company actually realizes (or is deemed to realize in certain circumstances) in periods after the Closing as a result of (i) the existing tax basis in certain assets of New Symbotic Holdings that is allocable to the relevant New Symbotic Holdings Common Units, (ii) any step-up in tax basis in New Symbotic Holdings’ assets resulting from (a) certain purchases of New Symbotic Holdings Common Units (including the purchases of the Purchase Units pursuant to the Unit Purchase Agreement), (b) future exchanges of New Symbotic Holdings Common Units for cash or shares of the Post-Combination Company’s Class A common stock, (c) certain distributions (if any) by New Symbotic Holdings and (d) payments under the Tax Receivable Agreement, and (iii) tax benefits related to imputed interest deemed to be paid by the Post-Combination Company as a result of payments under the Tax Receivable Agreement. No Tax Receivable Agreement liability has been recorded and the pro forma presentation has not given effect to any TRA adjustment.

If holders of New Symbotic Holdings Common Units were to exchange all of their units, the Post-Combination Company would recognize a deferred tax asset related to the Tax Receivable Agreement of approximately $1,632.1 million and a liability under the Tax Receivable Agreement of approximately $1,387.3 million, assuming: (i) all exchanges or purchases occurred on the same day; (ii) a price of $10.00 per share of Class A common stock; (iii) a constant corporate tax rate of 25.1%; (iv) that the Post-Combination Company will have sufficient taxable income to utilize the tax benefits and (v) no material changes in tax law. For each $1.00 increase (decrease) in the assumed share price of $10.00 per share of Class A common stock, the deferred tax asset related to the Tax Receivable Agreement would increase (decrease) by approximately $152.8 million and the related liability would increase (decrease) by approximately $129.9 million, assuming that the number of units exchanged, and corporate tax rate remain the same. These amounts are estimates and have been prepared for informational purposes only. The actual amount of deferred tax assets and related liabilities that the Post-Combination Company will recognize will differ based on, among other things, the timing of exchanges, the price per share of Class A common stock at the time of exchange, and the tax rates then in effect.

In connection with the execution of the Merger Agreement, SVF 3 entered into Subscription Agreements with certain parties subscribing for shares of Class A common stock pursuant to which the Subscribers have agreed to purchase, and SVF 3 has agreed to sell to the Subscribers, an aggregate of 20,500,000 shares of Class A common stock at a purchase price of $10.00 per share for an aggregate purchase price of $205,000,000.

In connection with the SVF 3 IPO, SVF 3 entered into a Forward Purchase Agreement with an affiliate of the Sponsor which provides for the purchase of $150,000,000 of Class A ordinary shares for $10.00 per share, in a private placement to close substantially concurrently with the closing of SVF 3’s initial business combination.

 

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The Forward Purchase Agreement also provided that the Forward Purchase Investor may elect to purchase up to an additional $50 million of Forward Purchase Shares, for a purchase price of $10.00 per share. The Forward Purchase Investor has elected to purchase 5,000,000 additional Forward Purchase Shares for aggregate proceeds of $50,000,000 immediately prior to the Closing.

Earnout Interests and Sponsor Shares

The holders of outstanding New Symbotic Holdings Common Units as of the Effective Time will also have contingent rights to receive up to an aggregate of 20,000,000 New Symbotic Holdings Common Units and an equal number of shares of the Post-Combination Company’s Class V-1 common stock (or such other shares or other securities into which such New Symbotic Holdings Common Units and/or the Post-Combination Company’s Class V-1 common stock are converted, exchanged, reclassified or otherwise changed, as the case may be, from time to time). Each holder of New Symbotic Holdings Common Units will be entitled to receive their pro rata share of the Earnout Interests in three tranches upon the occurrence of the following milestones on or prior to the seventh anniversary of the Closing: (i) a one-time issuance of 6,666,667 Earnout Interests on the first date on which the Earnout VWAP Price is greater than or equal to $12.00; (ii) a one-time issuance of 6,666,667 Earnout Interests on the first date on which the Earnout VWAP Price is greater than or equal to $14.00; and (iii) a one-time issuance of 6,666,666 Earnout Interests on the first date on which the Earnout VWAP Price is greater than or equal to $16.00.

In connection with the Business Combination, the 9,040,000 Sponsor Shares will automatically convert to the Post-Combination Company’s Class A common stock. Pursuant to the Sponsor Letter Agreement, (i) 60% or 5,424,000 Sponsor Shares will vest at the Closing, (ii) 20% or 1,808,000 Sponsor Shares will vest at such time as Triggering Event I occurs on or before the seventh anniversary of the Closing, and (iii) 20% or 1,808,000 of the Sponsor Shares will vest at such as Triggering Event II occurs on or before the seventh anniversary of the Closing. Any Sponsor Shares that remain unvested after the seventh anniversary of the Closing will be forfeited.

The Earnout Interests and unvested Sponsor Shares are classified within equity on the unaudited pro forma condensed combined balance sheet.

Accounting for the Business Combination

Under both the No Redemption and Redemptions to Minimum Cash Condition Scenarios, the Business Combination will be accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, SVF 3 will be treated as the “acquired” company for financial reporting purposes with Warehouse considered to be the accounting acquirer. The Symbotic Founder, certain family members of the Symbotic Founder and certain affiliated entities and trusts of the Symbotic Founder and his family members, in the aggregate, continue to control Warehouse before and after the Business Combination. As there is no change in control, Warehouse has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

 

   

The Symbotic Founder, certain family members of the Symbotic Founder and certain affiliated entities and trusts of the Symbotic Founder and his family members, in the aggregate, will have a majority of the voting power of the Post-Combination Company under both the no redemption and redemptions to minimum cash condition scenarios;

 

   

The Symbotic Founder, certain family members of the Symbotic Founder and certain affiliated entities and trusts of the Symbotic Founder and his family members, in the aggregate, will have the ability to nominate and represent majority of the Post-Combination Company’s Board;

 

   

Warehouse’s former management will comprise the vast majority of the management and executive positions of the Post-Combination Company

Accordingly, although SVF 3 is the legal parent company, for accounting purposes, the financial statement of the combined entity will represent a continuation of financial statement of Warehouse, with the Business

 

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Combination treated as the equivalent of Warehouse issuing stock for the net assets of SVF 3, accompanied by a recapitalization. The net assets of Warehouse will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Warehouse.

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of ordinary shares:

 

   

Assuming No Redemptions: This scenario assumes that no public shareholders of SVF 3 exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account.

 

   

Assuming Redemptions to Minimum Cash Condition: For the purposes of the unaudited pro forma condensed combined financial information, this scenario assumes that 30,717,883 SVF 3 Class A ordinary shares are redeemed for an aggregate payment of approximately $307 million (based on the estimated per share redemption price of approximately $10.00 per share) from the Trust Account. Although all 31,887,500 SVF 3 Class A ordinary shares are subject to redemption (not including 112,500 Class A ordinary shares originally issued in the SVF 3 IPO and purchased by certain directors and officers of SVF 3, which are not subject to redemption in connection with the Business Combination), the Merger Agreement includes a Minimum Cash Condition of $350.0 million comprising (i) the cash held in the trust account after giving effect to the SVF 3 share redemptions and settlement of outstanding transaction expenses (ii) Cash and Cash Equivalents of SVF 3 and (iii) proceeds from the PIPE Investment and the sale of Forward Purchase Shares.

The following summarizes the pro forma common stock outstanding under the two redemption scenarios:

 

     Assuming No
Redemptions
(Shares)
     %     Assuming
Redemptions to
Minimum Cash
Condition

(Shares)
     %  

Class A—Public Stockholders

    
32,000,000
 
     5.9     1,282,117        0.2

Class A—Sponsor Shares(1)

     5,624,000        1.0     5,624,000        1.1
  

 

 

    

 

 

   

 

 

    

 

 

 

Total Company

     37,624,000        6.9     6,906,117        1.3

Class A—Subscription Agreements

     20,500,000        3.8     20,500,000        4.0

Class A—Forward Purchase Agreement

     20,000,000        3.7     20,000,000        3.9

Class V-1—Warehouse(1)(2)(3)

     45,097,055        8.3     45,097,055        8.8

Class V-3—Warehouse(3)

     422,282,510        77.4     422,282,510        82.0
  

 

 

    

 

 

   

 

 

    

 

 

 

Total Shares at Closing

     545,503,565        100.0     514,785,682        100.0

 

(1)

Excludes 20,000,000 Earnout Interest and 3,616,000 Sponsor Shares subject to vesting based on achievement of certain share price targets.

(2)

Excludes approximately 16,153,398 unvested Warehouse warrants.

(3)

Class V-1 and V-3 common stock are non-economic and carry one and three votes per share, respectively, whereas Class A Common Stock are economic shares and will have one vote per share.

The following unaudited pro forma condensed combined balance sheet as of December 25, 2021 and the unaudited pro forma condensed combined statements of operations for the three months ended December 25, 2021 and year ended September 25, 2021 are based on the historical financial statements of SVF 3 and Warehouse.

 

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POST-COMBINATION COMPANY

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

(in thousands, except share and per share data)

 

    As of
December
25, 2021
    As of
December
31, 2021
    Assuming No Redemptions     Assuming Redemptions to
Minimum Cash Condition
 
    Warehouse
(Historical)
    SVF 3
(Historical)
    Transaction
Accounting
Adjustments
          Pro Forma
Combined
    Transaction
Accounting
Adjustments
           Pro Forma
Combined
 

ASSETS

                

Current assets:

                

Cash and cash equivalents

  $ 363,047     $ 813     $ 205,000       A     $ 719,300     $ (307,179     L      $ 412,121  
        200,000       B           
        320,016       C           
        (67,527     D           
        3,000       E           
        (5,049     F           
        (300,000     J           

Accounts receivable

    13,291       —         —           13,291       —            13,291  

Inventories

    44,875       —         —           44,875       —            44,875  

Deferred expenses, current

    502       —         —           502       —            502  

Prepaid expenses and other current assets

    11,781       741       —           12,522       —            12,522  
 

 

 

   

 

 

   

 

 

     

 

 

   

 

 

      

 

 

 

Total current assets

    433,496       1,554       355,440         790,490       (307,179        483,311  

Property and equipment, at cost

    39,751       —         —           39,751       —            39,751  

Less: Accumulated depreciation

    (19,761     —         —           (19,761     —            (19,761
 

 

 

   

 

 

   

 

 

     

 

 

   

 

 

      

 

 

 

Property and equipment, net

    19,990       —         —           19,990       —            19,990  

Intangible assets, net

    1,035       —         —           1,035       —            1,035  

Other long-term assets

    340       138       —           478       —            478  

Investments held in trust account

    —         320,016       (320,016     C       —         —            —    
 

 

 

   

 

 

   

 

 

     

 

 

   

 

 

      

 

 

 

Total assets

  $ 454,861     $ 321,708     $ 35,424       $ 811,993     $ (307,179      $ 504,814  
 

 

 

   

 

 

   

 

 

     

 

 

   

 

 

      

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

                

Current liabilities:

                

Accounts payable

    34,463       195       (195     F       34,463       —            34,463  

Accrued expenses

    30,858       3,295       (3,295     F       30,858       —            30,858  

Sales tax payable

    15,677       —         —           15,677       —            15,677  

Deferred revenue, current

    253,581       —         —           253,581       —            253,581  

Due to related party

    —         559       (1,559     F       —              —    
    —           1,000       E       —         —            —    
 

 

 

   

 

 

   

 

 

     

 

 

   

 

 

      

 

 

 

Total current liabilities

    334,579       4,049       (4,049       334,579       —            334,579  

Deferred revenue, long term

    242,787       —         —           242,787       —            242,787  

Other long-term liabilities

    3,987       —         —           3,987       —            3,987  

Deferred underwriting commissions

    —         11,200       (11,200     D       —         —            —    
 

 

 

   

 

 

   

 

 

     

 

 

   

 

 

      

 

 

 

Total liabilities

    581,353       15,249       (15,249       581,353       —            581,353  

 

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    As of
December
25, 2021
    As of
December
31, 2021
    Assuming No Redemptions     Assuming Redemptions to
Minimum Cash Condition
 
    Warehouse
(Historical)
    SVF 3
(Historical)
    Transaction
Accounting
Adjustments
          Pro Forma
Combined
    Transaction
Accounting
Adjustments
           Pro Forma
Combined
 

Commitments and contingencies:

                

SVF 3 class A ordinary shares subject to possible redemption, $0.0001 par value

    —         320,000       (320,000     G       —         —            —    

Stockholders’ equity (deficit):

                

Warehouse preferred units, class B-1

    235,182       —         (235,182     J       —         —            —    

Warehouse preferred units, class B

    464,744       —         (464,744     J       —         —            —    

Warehouse common units, class C

    152,195       —         (152,195     J       —         —            —    

Warehouse common voting units, class A

    217,604       —         (217,604     J       —         —            —    

SVF 3 class A ordinary shares

    —         —         2       B       —         —            —    
        3       G           
        (5     H           

SVF 3 class B ordinary shares

    —         1       (1     H       —         —            —    

Symbotic Inc. class A common stock

    —         —         2       A       8       (3     L        5  
        6       H           
        —         E           

Symbotic Inc. class B common stock

    —         —         —         H       —         —            —    

Symbotic Inc. class V-1 common stock

    —         —         5       J       5       —            5  

Symbotic Inc. class V-3 common stock

    —         —         42       J       42       —            42  

Additional paid-in capital

    —           204,998       A       1,229,946       (307,176     L        1,189,915  
        199,998       B         267,145       K     
        (39,121     D           
        319,997       G           
        —         H           
    </