−Removed: We are a blank check company 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.
−Removed: Our intention at formation was to identify a prospective target business in a technology-enabled sector where our management team have differentiated experience and insights.
−Removed: Prior to executing the Merger Agreement, our efforts were limited to organizational activities, completion of our initial public offering and the evaluation of possible business combinations.
−Removed: We have neither engaged in any operations nor generated any revenue to date.
−Removed: Based on our business activities, we are a “shell company” as defined under the Exchange Act because we have no operations and our assets consist almost entirely of cash and cash equivalents, with nominal other assets.
−Removed: Company History
−Removed: On December 14, 2020, our Sponsor paid $25,000, or approximately $0.009 per share, to cover certain of our expenses in consideration of 2,875,000 Class B ordinary shares, par value $0.0001 per share.
−Removed: On January 29, 2021, we issued additional 12,125,000 Class B ordinary shares to our Sponsor by way of dividend.
−Removed: On February 3 and February 26, 2021, our Sponsor surrendered 5,000,000 and 2,000,000 Class B ordinary shares, respectively, resulting in our sponsor holding a total of 8,000,000 Class B ordinary shares.
−Removed: On February 24, 2021, our Sponsor transferred 50,000 Class B ordinary shares to each of Michael Carpenter and Michael Tobin.
−Removed: In connection with Cristiana Falcone’s appointment to the Board, our Sponsor transferred 50,000 Class B ordinary shares to Cristiana Falcone on May 7, 2021.
−Removed: Prior to the initial investment in the company of $25,000 by the Sponsor, SVF 3 had no assets, tangible or intangible.
−Removed: The per share price of the Founder Shares was determined by dividing the amount contributed to SVF 3 by the number of Founder Shares issued.
−Removed: In connection with the SVF 3 IPO, we entered into the Forward Purchase Agreement with the forward purchase investor, which provides for the purchase of $150,000,000 of 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.
−Removed: The Forward Purchase Agreement also provided that the forward purchase investors may elect to purchase up to an additional $50,000,000 of Forward Purchase Shares, for a purchase price of $10.00 per share.
−Removed: On March 11, 2021, we consummated the SVF 3 IPO of 28,000,000 Class A ordinary shares, excluding the underwriters’ over-allotment option.
−Removed: The shares were sold at a price of $10.00 per share, generating gross proceeds to us of $280,000,000.
−Removed: We granted the underwriters in the SVF 3 IPO (the “Underwriters”) a 45-day
−Removed: option to purchase up to 4,000,000 additional Class A ordinary shares to cover over-allotments, if any.
−Removed: The Underwriters exercised the over-allotment option in full and purchased an additional 4,000,000 Class A ordinary shares, generating gross proceeds of $40,000,000.
−Removed: Simultaneous with the consummation of the SVF 3 IPO, we consummated the private placement of an aggregate of 1,040,000 Private Placement Shares to the Sponsor at a price of $10.00 per share, generating total proceeds of $10,400,000.
−Removed: The net proceeds received from the SVF 3 IPO and certain of the proceeds from the Private Placement, $320,000,000 in the aggregate, were placed in the Trust Account.
−Removed: On August 10, 2021, the Sponsor agreed to loan SVF 3 $2.0 million as a Working Capital Loan.
−Removed: On November 9, 2021, the Sponsor and SVF 3 agreed to amend this loan to increase the commitment by $1.0 million.
−Removed: 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.
−Removed: 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.
−Removed: Our ordinary shares continue to trade on NASDAQ under the symbol “SVFC.”
−Removed: Proposed Business Combination
−Removed: On December 12, 2021, SVF 3 entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Warehouse Technologies LLC, a New Hampshire limited liability company (“Warehouse”), Symbotic Holdings LLC, a Delaware limited liability company and a wholly owned subsidiary of Warehouse (“Symbotic”), and Saturn Acquisition (DE) Corp., a Delaware corporation and a wholly owned subsidiary of SVF 3 (“Saturn”).
−Removed: Pursuant to the terms of the Merger Agreement, a business combination between SVF 3 and Warehouse will be effected through the merger (the “Merger”) of Saturn with and into Symbotic, with Symbotic as the surviving company (the “Surviving Company”).
−Removed: Prior to the effective time of the Merger (the “Effective Time”):
−Removed: Warehouse will merge with and into Symbotic, with Symbotic as the surviving company (the “Company Reorganization”) pursuant to a merger agreement executed contemporaneously with the Merger Agreement (the “Company Merger Agreement”).
−Removed: Upon the effectiveness of the Company Reorganization, all the outstanding common and preferred units of Warehouse (the “Warehouse Units”) will be converted into the right to receive common units of Symbotic (the “Symbotic Common Units”);
−Removed: Subject to the receipt of SVF Shareholder Approval (as defined below), SVF 3 will transfer by way of continuation from the Cayman Islands to Delaware and domesticate as a Delaware corporation (sometimes hereinafter referred to as the “Surviving Pubco”) (such domestication, the “Domestication”).
−Removed: At the effective time of the Domestication, each Class A ordinary share, par value $0.0001 per share, of SVF 3 (the “SVF Class A Ordinary Shares”) that is issued and outstanding immediately prior to the Domestication will be converted into one share of Class A common stock, par value $0.0001 per share, of the Surviving Pubco (the “Surviving Pubco Class A Common Stock”), and each Class B ordinary share, par value $0.0001 per share, of SVF 3 (the “SVF Class B Ordinary Shares,” and together with the SVF Class A Ordinary Shares, the “SVF 3 Ordinary Shares”) that is issued and outstanding immediately prior to the Domestication will be converted into one share of Class B common stock, par value $0.0001 per share, of the Surviving Pubco (the “Surviving Pubco Class B Common Stock”).
−Removed: The Surviving Pubco Class B Common Stock will automatically convert into Surviving Pubco Class A Common Stock at the Effective Time.
−Removed: Pursuant to the terms of the Merger Agreement, at the Effective Time, holders of outstanding Symbotic Common Units will be entitled to receive a number of common units of the Surviving Company (the “Surviving Company Common Units”), equal to the Exchange Ratio (as defined in the Merger Agreement).
−Removed: The Founder (as defined in the Merger Agreement), certain family members of the Founder and certain affiliated entities and trusts of the Founder and his family members will also receive a number of shares of Surviving Pubco’s Class V-3
−Removed: Common Stock, par value $0.0001 per share (the “Surviving Pubco Class V-3
−Removed: Common Stock”), which has three votes per share, equal to the number of Surviving Company Common Units received by such holder, in exchange for payment by such holder to Surviving Pubco of adequate consideration (in each case, not to exceed $0.00015 per share of Surviving Pubco Class V-3
−Removed: Common Stock).
−Removed: The other holders of Symbotic Common Units will receive a number of shares of Surviving Pubco’s Class V-1
−Removed: Common Stock, par value $0.0001 per share (the “Surviving Pubco Class V-1
−Removed: Common Stock”), which has one vote per share, equal to the number of Surviving Company Common Units received by such holder, in exchange for payment by such holder to Surviving Pubco of adequate consideration (in each case, not to exceed the par value per share of Surviving Pubco Class V-1
−Removed: Common Stock).
−Removed: The Surviving Pubco Class V-3
−Removed: Common Stock will convert to Surviving Pubco Class V-1
−Removed: Common Stock upon the occurrence of certain sunset events, including an automatic conversion after seven years from the consummation of the Merger (the “Closing”).
−Removed: The holders of outstanding Symbotic Common Units as of the Effective Time will also have contingent rights to receive up to an aggregate of 20,000,000 Earnout Interests (as defined in the Merger Agreement).
−Removed: Each holder will be entitled to receive Earnout Interests in accordance with their Earnout Pro Rata Share (as defined in the Merger Agreement) in three tranches upon the occurrence of the following milestones on or prior to the seventh anniversary of the Closing:
−Removed: (i) a one-time
−Removed: issuance of 6,666,667 Earnout Interests on the first date on which the volume weighted average price of shares of Surviving Pubco Class A Common Stock over any 20 trading days within the preceding 30 consecutive trading day period (the “VWAP Price”) is greater than or equal to $12.00 (“Triggering Event I”);
−Removed: (ii) a one-time
−Removed: issuance of 6,666,667 Earnout Interests on the first date on which the VWAP Price is greater than or equal to $14.00 (“Triggering Event II”);
−Removed: and (iii) a one-time
−Removed: issuance of 6,666,666 Earnout Interests on the first date on which the VWAP Price is greater than or equal to $16.00 (“Triggering Event III”).
−Removed: Each Surviving Company Common Unit may be redeemed by the holder for shares of Surviving Pubco Class A Common Stock (or an equivalent amount in cash, at the option of the Surviving Pubco, subject to the provisions of the limited liability company agreement of the Surviving Company) at a value equal to the arithmetic mean of the volume-weighted average price of a share of Surviving Pubco Class A Common Stock for the full five trading days ending prior to the redemption date, subject to certain exceptions.
−Removed: Upon such redemption, a number of shares of Surviving Pubco Class V-3
−Removed: Common Stock or Surviving Pubco Class V-1
−Removed: Common Stock, as applicable, equal to the number of redeemed Surviving Company Common Units, will be transferred to the Surviving Pubco and cancelled by the Surviving Pubco.
−Removed: Pursuant to the terms of the Merger Agreement, SVF 3 is required to cause the shares of Surviving Pubco Class A Common Stock to be issued in connection with the transactions contemplated by the Merger Agreement to be listed on the NASDAQ prior to the date of the Closing and to be eligible for continued listing on NASDAQ immediately following the Closing (as if the listing were a new initial listing by an issuer that had never been listed prior to the Closing).
−Removed: Redemption of Public Shares and Liquidation if No Initial Business Combination
−Removed: The Articles provide that we will have only 24 months from the closing of the SVF 3 IPO to consummate an initial business combination.
−Removed: If we have not consummated an initial business combination within the Completion Window, we will:
−Removed: (i) cease all operations except for the purpose of winding up;
−Removed: (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share
−Removed: 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 fund Regulatory Withdrawals (as defined in our amended and restated memorandum and articles of association), subject to an annual limit of $250,000, for a maximum of 24 months and/or to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any);
−Removed: and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
−Removed: The Articles provide that, if a resolution of the company’s shareholders is passed pursuant to the Companies Act to commence the voluntary liquidation of the company, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.
−Removed: Our Sponsor and each of our directors and officers have entered into an agreement with us pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold and will have no rights to liquidating distributions from the Trust Account with respect to any Private Placement Shares they hold if we fail to consummate an initial business combination within the Completion Window (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if we fail to complete our initial business combination within the prescribed time frame).
−Removed: Our Sponsor and each of our directors and officers have agreed, pursuant to a written agreement with us, that they will not propose any amendment to the 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 Public Shares upon approval of any such amendment at a per-share
−Removed: 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 fund Regulatory Withdrawals (as defined in our amended and restated memorandum and articles of association), subject to an annual limit of $250,000, for a maximum of 24 months and/or to pay our income taxes, if any, divided by the number of the then-outstanding Public Shares.
−Removed: However, we may not redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 either prior to or upon consummation of an initial business combination (so that we do not then become subject to the SEC’s “penny stock” rules).
−Removed: If this optional redemption right is exercised with respect to an excessive number of Public Shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our Public Shares at such time.
−Removed: This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our Sponsor, any executive officer, director or director nominee, or any other person.
−Removed: We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts held outside the Trust Account plus up to $100,000 of funds from the Trust Account available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.
−Removed: If we were to expend all of the net proceeds of the SVF 3 IPO and the sale of the Private Placement Shares, other than the proceeds deposited in the Trust Account, and without taking into account interest, if any, earned on the Trust Account, the per-share
−Removed: redemption amount received by shareholders upon our dissolution would be $10.00.
−Removed: The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our Public Shareholders.
−Removed: We cannot assure you that the actual per-share
−Removed: redemption amount received by shareholders will not be less than $10.00.
−Removed: While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.
−Removed: Although we 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, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would 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 an advantage with respect to a claim against our assets, including the funds held in the Trust Account.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party for services rendered or products sold to us (other than our independent registered public accounting firm), 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.
−Removed: 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.
−Removed: 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.
−Removed: Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations.
−Removed: None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
−Removed: 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 amount of interest which may be withdrawn to pay our income tax obligations, and our Sponsor asserts that it is unable to satisfy its indemnification 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.
−Removed: 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 may choose not to do so in any particular instance.
−Removed: Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share
−Removed: redemption price will not be less than $10.00 per Public Share.
−Removed: We will seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
−Removed: Our Sponsor will also not be liable as to any claims under our indemnity of the underwriters of the SVF 3 IPO against certain liabilities, including liabilities under the Securities Act.
−Removed: We will have access to funds held outside the Trust Account with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000).
−Removed: In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by creditors, however such liability will not be greater than the amount of funds from our Trust Account received by any such shareholder.
−Removed: If 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.
−Removed: To the extent any bankruptcy or insolvency claims deplete the Trust Account, we cannot assure you we will be able to return $10.00 per Public Share to our Public Shareholders.
−Removed: Additionally, if 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.
−Removed: Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors.
−Removed: We cannot assure you that claims will not be brought against us for these reasons.
−Removed: Our Public Shareholders will be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares if we do not complete our initial business combination within the Completion Window, (ii) in connection with a shareholder vote to amend the 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.
−Removed: 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.
−Removed: In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account.
−Removed: In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s vote in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the Trust Account.
−Removed: Such shareholder must have also exercised its redemption rights described above.
−Removed: These provisions of the Articles, like all provisions of the Articles, may be amended with a shareholder vote.
−Removed: Voting Restrictions in Connection with the Extraordinary General Meeting
−Removed: Pursuant to the terms of the Sponsor Support Agreement, the Sponsor and SVF 3’s directors and officers have agreed to vote any Founder Shares and Class A ordinary shares held by them in favor of each of the proposals presented at the Extraordinary General Meeting.
−Removed: SVF 3’s Initial Shareholders and SVF 3’s directors and officers own 22.3% of SVF 3’s outstanding ordinary shares entitled to vote thereon.
−Removed: The quorum and voting thresholds at the Extraordinary General Meeting and the Sponsor Support Agreement may make it more likely that SVF 3 will consummate the Business Combination.
−Removed: We currently maintain our executive offices at 1 Circle Star Way, San Carlos, CA 94070, United States.
−Removed: The cost for our use of this space is included in the $10,000 per month fee we pay to an affiliate of our Sponsor for office space, administrative and support services.
−Removed: We consider our current office space adequate for our current operations.
−Removed: We currently have two executive officers.
−Removed: These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.
−Removed: The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in.
−Removed: We do not intend to have any full-time employees prior to the completion of our initial business combination.
−Removed: Legal Proceedings
−Removed: There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.
−Removed: We will remain an emerging growth company until the earlier of:
−Removed: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds
−Removed: $700 million as of the end of the prior fiscal year’s second fiscal quarter;
−Removed: and (2) the date on which we have issued more than $1.00 billion in non-convertible debt
−Removed: securities during the prior three-year period.
−Removed: References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.
−Removed: Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.
−Removed: reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
−Removed: We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals
−Removed: or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals
−Removed: or exceeds $700 million as of the prior June 30.
−Removed: We are a Cayman Islands exempted company.
−Removed: Cayman Islands exempted companies conduct business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act.
−Removed: As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (2018 Revision) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.
−Removed: Our executive offices are located at 1 Circle Star Way, San Carlos, CA 94070.
−Removed: We maintain a corporate website at www.svfinvestmentcorp.com
−Removed: Other Considerations
−Removed: We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors.
−Removed: In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point of view.
−Removed: We are not required to obtain such an opinion in any other context.
−Removed: Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities.
−Removed: As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he, she or it has then-current fiduciary or
−Removed: contractual obligations, then, he, she or it may be required to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity.
−Removed: If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same.
−Removed: However, we do not expect these duties to materially affect our ability to complete our initial business combination.
−Removed: Our amended and restated memorandum and articles of association provides that, to the maximum extent permitted by law, we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for either the sponsor and its affiliates, successors and assigns and directors and/or officers of the company, on the one hand, and us on the other, unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis.
−Removed: In addition, our amended and restated articles of association contains provisions to exculpate and indemnify, to the maximum extent permitted by law, such persons in respect of any liability, obligation or duty to the company that may arise as a consequence of such persons becoming aware of any business opportunity or failing to present such business opportunity.
−Removed: In addition, we may, at our option, pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation.
−Removed: Any such entity may co-invest with
−Removed: us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance to any such entity.
−Removed: Our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination.
−Removed: Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates.
−Removed: However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination.
−Removed: In addition, our sponsor, officers and directors, are not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence.
−Removed: Status as a Public Company
−Removed: We believe our structure will make us an attractive business combination partner to target businesses.
−Removed: As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us.
−Removed: In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock, shares or other equity interests in the target business for our Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers.
−Removed: We believe target businesses will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public offering.
−Removed: The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may not be present to the same extent in connection with a business combination with us.
−Removed: Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or have negative valuation consequences.
−Removed: Once public, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions.
−Removed: Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.
−Removed: While we believe that our structure and our management team’s backgrounds will make us an attractive business partner, in the event we do not complete our Business Combination and we pursue another transaction, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business combination, negatively.
−Removed: We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.
−Removed: As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory
−Removed: vote on executive compensation and shareholder approval of any golden parachute payments not previously approved, If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
−Removed: In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
−Removed: In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
−Removed: We intend to take advantage of the benefits of this extended transition period.
−Removed: We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds
−Removed: $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt
−Removed: securities during the prior three-year period.
−Removed: We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following our initial public offering.
−Removed: We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and the sale of the private placement shares, our equity, debt or a combination of these as the consideration to be paid in our initial business combination.
−Removed: We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.
−Removed: Sources of Target Businesses
−Removed: In the event we do not close our Business Combination, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises.
−Removed: Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings.
−Removed: These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since some of these sources will have read this Report and know what types of businesses we are targeting.
−Removed: Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.
−Removed: In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors.
−Removed: While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.
−Removed: We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue.
−Removed: Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account.
−Removed: In no event, however, will our sponsor or any of our existing officers or directors, or their respective affiliates paid by us any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is).
−Removed: We have agreed to pay an affiliate of our sponsor a total of $10,000 per month for office space, secretarial and administrative support and to reimburse our sponsor for any out-of-pocket expenses
−Removed: related to identifying, investigating and completing an initial business combination.
−Removed: Some of our officers and directors may enter into employment or consulting agreements with the post-business combination company following our initial business combination.
−Removed: The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an acquisition candidate.
−Removed: We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors.
−Removed: In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor or any of our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial point of view.
−Removed: We are not required to obtain such an opinion in any other context.
−Removed: Each of our officers and directors presently has, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities, including entities that are affiliates of our sponsor, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity.
−Removed: Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity.
−Removed: If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same.
−Removed: However, we do not expect these duties to materially affect our ability to complete our initial business combination.
−Removed: See “Management—Conflicts of Interest.”
−Removed: Lack of Business Diversification
−Removed: For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business.
−Removed: Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business.
−Removed: By completing our initial business combination with only a single entity, our lack of diversification may:
−Removed: subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination;
−Removed: cause us to depend on the marketing and sale of a single product or limited number of products or services.
−Removed: We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company.
−Removed: The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.
−Removed: Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.
−Removed: We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.
−Removed: Shareholders May Not Have the Ability to Approve Our Initial Business Combination
−Removed: We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association.
−Removed: However, we will seek shareholder approval if it is required by applicable law or stock exchange listing requirement, or we may decide to seek shareholder approval for business or other reasons.
−Removed: Under the NASDAQ’s listing rules, shareholder approval would typically be required for our initial business combination if, for example:
−Removed: We issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then-outstanding (other than in a public offering);
−Removed: Any of our directors, officers or substantial security holder (as defined by NASDAQ rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely because such person is a substantial security holder);
−Removed: The issuance or potential issuance of ordinary shares will result in our undergoing a change of control.
−Removed: The decision as to whether we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is not required by law will be made by us, solely in our discretion, and will be based on business and reasons, which include a variety of factors, including, but not limited to:
−Removed: the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;
−Removed: the expected cost of holding a shareholder vote;
−Removed: the risk that the shareholders would fail to approve the proposed business combination;
−Removed: other time and budget constraints of the company;
−Removed: additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.
−Removed: Permitted Purchases and Other Transactions with Respect to Our Securities
−Removed: If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination.
−Removed: Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares.
−Removed: However, 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.
−Removed: None of the funds in the trust account will be used to purchase public shares in such transactions.
−Removed: If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information
−Removed: not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.
−Removed: In the event that our sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination.
−Removed: We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act;
−Removed: however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules.
−Removed: The purpose of any such transaction could be to (i) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, or (ii) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met.
−Removed: Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.
−Removed: In addition, if such purchases are made, the public “float” of our Class A ordinary shares or may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
−Removed: Our sponsor, officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom our sponsor, officers, directors or their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of tender offer or proxy materials in connection with our initial business combination.
−Removed: To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the general meeting related to our initial business combination.
−Removed: Our sponsor, executive officers, directors, advisors or their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.
−Removed: Our sponsor, officers, directors and/or their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of
−Removed: the Exchange Act.
−Removed: We expect any such purchases would be reported by such person pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.
−Removed: Redemption Rights for Public Shareholders upon Completion of Our Initial Business Combination
−Removed: We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price,
−Removed: payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to fund Regulatory Withdrawals (as defined in our amended and restated memorandum and articles of association), subject to an annual limit of $250,000, for a maximum of 24 months and/or to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein.
−Removed: The amount in the trust account is initially anticipated to be $10.00 per public share.
−Removed: The per-share amount
−Removed: we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.
−Removed: The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.
−Removed: Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close.
−Removed: Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination, and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (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 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.
−Removed: Limitations on Redemptions
−Removed: Our amended and restated memorandum and articles of association provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either prior to or upon consummation of an initial business combination (so that we do not then become subject to the SEC’s “penny stock” rules).
−Removed: However, the proposed business combination may require:
−Removed: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business
−Removed: In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all redemption requests in respect of such Class A ordinary shares would be cancelled.
−Removed: Manner of Conducting Redemptions
−Removed: We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer.
−Removed: The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules).
−Removed: Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval.
−Removed: We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons.
−Removed: So long as we obtain and maintain a listing for our securities on NASDAQ, we will be required to comply with the NASDAQ rules.
−Removed: If we held a shareholder vote to approve our initial business combination, we will, pursuant to our amended and restated memorandum and articles of association:
−Removed: conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules;
−Removed: file proxy materials with the SEC.
−Removed: In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.
−Removed: If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting.
−Removed: In such case, our sponsor and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination.
−Removed: As a result, in addition to our initial purchaser’s founder shares, we would need 19,687,501, or 37.5% (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised), or 3,281,251, or 6.25% (assuming only the minimum number of shares representing a quorum are voted and the over-allotment option is not exercised), of the 52,500,000 public shares sold in our initial public offering to be voted in favor of an initial business combination in order to have our initial business combination approved.
−Removed: Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all.
−Removed: In addition, our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of a business combination, and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (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 24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.
−Removed: If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association:
−Removed: conduct the redemptions pursuant to Rule 13e-4 and
−Removed: Regulation 14E of the Exchange Act, which regulate issuer tender offers;
−Removed: file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
−Removed: Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 to
−Removed: purchase Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under
−Removed: the Exchange Act.
−Removed: In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under
−Removed: the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period.
−Removed: In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem.
−Removed: If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.
−Removed: Limitation on Redemption upon Completion of Our Initial Business Combination If We Seek Shareholder Approval
−Removed: If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our initial public offering, which we refer to as “Excess Shares,” without our prior consent.
−Removed: We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms.
−Removed: Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in our initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms.
−Removed: By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in our initial public offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
−Removed: However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
−Removed: Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights
−Removed: Public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” will be required to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case up to two business days prior to the initially scheduled vote to approve the business combination.
−Removed: The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate the
−Removed: applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.
−Removed: Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.
−Removed: Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their public shares.
−Removed: There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System.
−Removed: The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder.
−Removed: However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares.
−Removed: The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.
−Removed: The foregoing is different from the procedures used by many blank check companies.
−Removed: In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights.
−Removed: After the business combination was approved, the company would contact such shareholder to arrange for him or her to deliver his or her certificate to verify ownership.
−Removed: As a result, the shareholder then had an “option window” after the completion of the business combination during which he or she could monitor the price of the company’s shares in the market.
−Removed: If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation.
−Removed: As a result, the redemption rights, to which shareholders were aware they needed to commit before the general meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder delivered its certificate.
−Removed: The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the business combination is approved.
−Removed: Any request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal to approve the business combination, unless otherwise agreed to by us.
−Removed: Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).
−Removed: It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.
−Removed: If our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account.
−Removed: In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.
−Removed: If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until 24 months from the closing of our initial public offering.
−Removed: Redemption of Public Shares and Liquidation If No Initial Business Combination
−Removed: Our amended and restated memorandum and articles of association provides that we will have only 24 months from the closing of our initial public offering to consummate an initial business combination.
−Removed: If we have not consummated an initial business combination within 24 months from the closing of our initial public offering, we will:
−Removed: (i) cease all operations except for the purpose of winding up;
−Removed: (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,
−Removed: 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 fund Regulatory Withdrawals (as defined in our amended and restated memorandum and articles of association), subject to an annual limit of $250,000, for a maximum of 24 months and/or to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any);
−Removed: and (iii) as promptly as reasonably possible following such redemption, subject to the approval
−Removed: of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
−Removed: Our amended and restated memorandum and articles of association provides that, if a resolution of the company’s shareholders is passed pursuant to the Companies Act of the Cayman Islands to commence the voluntary liquidation of the company,, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.
−Removed: Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months from the closing of our initial public offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame).
−Removed: Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (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 24 months from the closing of our initial public offering 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 public shares upon approval of any such amendment at a per-share price,
−Removed: 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 fund Regulatory Withdrawals (as defined in our amended and restated memorandum and articles of association), subject to an annual limit of $250,000, for a maximum of 24 months and/or to pay our income taxes, if any, divided by the number of the then-outstanding public shares.
−Removed: However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 either prior to or upon consummation of an initial business combination (so that we do not then become subject to the SEC’s “penny stock” rules).
−Removed: If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time.
−Removed: This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person.
−Removed: We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $813,000 held outside the trust account plus up to $100,000 of funds from the trust account available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.
−Removed: In addition, our Sponsor has agreed to loan up to $3.0 million as a Working Capital Loan and we have not made any drawdowns on the loan.
−Removed: If we were to expend all of the net proceeds of our initial public offering and the sale of the private placement shares, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption
−Removed: amount received by shareholders upon our dissolution would be $10.00.
−Removed: The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders.
−Removed: We cannot assure you that the actual per-share redemption
−Removed: amount received by shareholders will not be less than $10.00.
−Removed: While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.
−Removed: 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, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would 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 an advantage with respect to a claim against our assets, including the funds held in the trust account.
−Removed: 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
−Removed: not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative.
−Removed: 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.
−Removed: 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.
−Removed: In order to protect the amounts held in the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party for services rendered or products sold to us (other than our independent registered public accounting firm), 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
−Removed: 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 our initial public offering against certain liabilities, including liabilities under the Securities Act.
−Removed: 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.
−Removed: 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 our company.
−Removed: Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations.
−Removed: None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
−Removed: 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 amount of interest which may be withdrawn to pay our income tax obligations, and our sponsor asserts that it is unable to satisfy its indemnification 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.
−Removed: 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 may choose not to do so in any particular instance.
−Removed: Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption
−Removed: price will not be less than $10.00 per public share.
−Removed: We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account.
−Removed: Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act.
−Removed: We will have access to up to $813,000 following our initial public offering and the sale of the private placement shares with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000 In addition, our Sponsor has agreed to loan up to $3.0 million as a Working Capital Loan and we have not made any drawdowns on the loan.
−Removed: In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors, however such liability will not be greater than the amount of funds from our trust account received by any such shareholder.
−Removed: In the event that our non-reimbursed
−Removed: offering expenses exceed our estimate of $813,000 we may fund such excess with funds from the funds not to be held in the trust account.
−Removed: In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount.
−Removed: Conversely, in the event that the non-reimbursed
−Removed: offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.
−Removed: If 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.
−Removed: To the extent any bankruptcy or insolvency claims deplete the trust account, we cannot assure you we will be able to return $10.00 per public share to our public shareholders.
−Removed: Additionally, if 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.
−Removed: Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.
−Removed: We cannot assure you that claims will not be brought against us for these reasons.
−Removed: Our public shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (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 24 months from the closing of our initial public offering 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.
−Removed: 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 24 months from the closing of our initial public offering, with respect to such Class A ordinary shares so redeemed.
−Removed: In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account.
−Removed: In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account.
−Removed: Such shareholder must have also exercised its redemption rights described above.
−Removed: These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote.
−Removed: In identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, public companies, operating businesses seeking strategic acquisitions.
−Removed: Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates.
−Removed: Moreover, many of these competitors possess greater financial, technical, human and other resources than us.
−Removed: Our ability to acquire larger target businesses will be limited by our available financial resources.
−Removed: This inherent limitation gives others an advantage in pursuing the acquisition of a target business.
−Removed: Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.
−Removed: Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.
−Removed: We currently maintain our executive offices at 1 Circle Star Way, San Carlos, CA 94070, United States.
−Removed: The cost for our use of this space is included in the $10,000 per month fee we will pay to an affiliate of our sponsor for office space, administrative and support services.
−Removed: We consider our current office space adequate for our current operations.
−Removed: We currently have two executive officers.
−Removed: These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.
−Removed: The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in.
−Removed: We do not intend to have any full-time employees prior to the completion of our initial business combination.
−Removed: Periodic Reporting and Financial Information
−Removed: We have registered our Class A ordinary shares under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC.
−Removed: In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants.
−Removed: We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation or tender offer materials, as applicable, sent to shareholders.
−Removed: These financial statements may be required to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB.
−Removed: These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.
−Removed: We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2021 as required by the Sarbanes-Oxley Act.
−Removed: Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company, will we not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.
−Removed: A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls.
−Removed: The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
−Removed: On the effectiveness of the registration statement of which this Report forms a part, we filed a Registration Statement on Form 8-A with
−Removed: the SEC to voluntarily register our securities under Section 12 of the Exchange Act.
−Removed: As a result, we are subject to the rules and regulations promulgated under the Exchange Act.
−Removed: We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
−Removed: We are a Cayman Islands exempted company.
−Removed: Cayman Islands exempted companies conduct business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act.
−Removed: As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (2018 Revision) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.
−Removed: We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.
−Removed: As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory
−Removed: vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
−Removed: If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
−Removed: In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
−Removed: In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
−Removed: We intend to take advantage of the benefits of this extended transition period.
−Removed: We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds
−Removed: $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt
−Removed: securities during the prior three-year period.
−Removed: Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.
−Removed: reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
−Removed: We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds
−Removed: $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds
−Removed: $700 million as of the prior June 30.
−Removed: Legal Proceedings
−Removed: There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.
+Added: Company Overview
+Added: At Symbotic, our vision is to make the supply chain work better for everyone.
+Added: We do this by developing, commercializing, and deploying innovative, end-to-end technology solutions that dramatically improve supply chain operations.
+Added: We currently automate the processing of pallets and cases in large warehouses or distribution centers for some of the largest retail and wholesale companies in the world.
+Added: Our 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.
+Added: Symbotic was established to develop technologies to improve operating efficiencies in modern warehouses.
+Added: Significant funds and resources have been devoted to date in developing the Symbotic platform and related applications, to create complete systems with the ability to fundamentally change how the supply chain functions.
+Added: Symbotic’s intellectual property is protected by a portfolio of over 490 issued and/or pending patents.
+Added: Our revolutionary platform accelerates the movement of goods through the supply chain, improves SKU agility, fulfills orders with 99.9999% accuracy and does this all with less inventory and operating cost.
+Added: The underlying architecture of our platform and applications differentiates our system from everyone else in the marketplace.
+Added: The system uses high-speed, fully autonomous mobile robots that travel up to 25 miles-per-hour (mph), controlled by our A.I.-enabled system software, to move goods through our proprietary buffering structure.
+Added: Proprietary modular applications such as our inbound atomizing and outbound palletizing applications plug into the Symbotic platform to achieve compelling, real world supply chain improvements at scale.
+Added: Adding other Symbotic modular applications under development will allow our customers to support all omni-channel strategies, such as brick and mortar retail and e-commerce with in-store pickup or home delivery, from a single centralized warehouse/fulfillment facility.
+Added: Our systems vary in size and price.
+Added: Systems can be as small as a single football field sized footprint (48,000 square feet) serving 25 or more stores and can scale to meet the needs of the world’s largest retailers.
+Added: Our platform’s modular design and greater storage density enables installation in existing, and active warehouses, with limited interruption to ongoing operations.
+Added: Symbotic systems atomize inbound freight (divide it to a common unit), from pallets-to-cases and cases-to-items (currently in development), digitize the attributes of these units without re-labeling, and move the units to buffering in their original (or native) packaging with bottom lift technology on our autonomous mobile robots instead of re-transferring goods to trays, shuttles, or cranes.
+Added: As the distribution center receives replenishment orders from stores, our autonomous robots retrieve the desired units in specified sequence to facilitate orderly fulfillment.
+Added: Fulfillment often incorporates our automated pallet-building application.
+Added: This application builds pallets with goods ordered specific to a given store and store aisle to facilitate rapid and sequential provisioning of the goods from the pallets to a specific store’s shelves (known as store plan-o-grammed pallets).
+Added: The application also builds the pallets with improved structural integrity, which in turn leads to denser, taller pallets that improve truck packing density while reducing product damage.
+Added: We believe that the global supply chain has reached a point of critical stress, driving an inflection in demand for warehouse automation across all industries.
+Added: As the labor force shifts toward an older, more highly educated demographic, the warehouse labor pool is shrinking and becoming more expensive, while most well-located distribution centers are either operating manually or utilizing outdated, static mechanized conveyor systems.
+Added: The dramatic growth in e-commerce has increased supply chain complexity by putting pressure on retailers to support multiple sales channels and orders of individual items in addition to cases and pallets.
+Added: Meanwhile, consumer expectations have evolved to demand a larger variety of items to be delivered quickly and seamlessly.
+Added: This has placed significant strain on the traditional supply chain and the people who support it.
+Added: We help our customers to thrive in this increasingly challenging environment.
+Added: Our systems are actively deployed in the warehouses of a number of the world’s largest retailers including Walmart, Albertsons, Target, Giant Tiger, and C&S Wholesale Grocers, which is one of the largest grocery wholesalers in the United States and an affiliate of Symbotic.
+Added: We have spent significant time working closely with our customers to develop, test, and refine our technology, and our success has translated into a $11.1 billion contracted backlog as of September 24, 2022 to deliver systems from 2022 through 2028, of which $6.1 billion was added to our contracted backlog on May 20, 2022 when we amended and restated the Walmart MAA as described below in “—Customers—Walmart.”
+Added: We believe the potential market opportunity for our systems is large and expanding.
+Added: We are initially targeting the ten largest brick-and-mortar companies across five verticals:
+Added: general merchandise, ambient grocery, ambient food distribution, consumer packaged food, and apparel.
+Added: Based on identified North American warehouses of the ten largest companies in each of these five verticals, we believe that our strategically addressed market opportunity is approximately $126 billion.
+Added: When considering deeper penetration in our initial verticals, adding additional adjacent verticals, and entering the European market, our total addressable market increases to $373 billion.
+Added: Industry Background
+Added: First Principles of the Supply Chain
+Added: The first principles of the supply chain are to align three mismatches that arise between producers and users of goods in a cost-effective manner.
+Added: These three mismatches relate to the quantity, timing, and location of goods and arise because a small number of producers concentrate resources to serve many consumers in the pursuit of economies of scale.
+Added: The first mismatch relates to the quantity of goods, as a relatively small number of producers generate a greater quantity of goods than any single consumer desires.
+Added: The supply chain aligns this mismatch by “atomizing” (dividing into a common unit) production quantities into quantities desired by consumers, meaning pallets are atomized into cases, and then cases into individual items, known as “eaches.”
+Added: The second mismatch relates to the timing of when goods are produced versus needed.
+Added: Producers generate goods continuously, but end users purchase and consume goods at a much slower or cyclical rate.
+Added: This mismatch is aligned by what is known as “buffering” (storing goods in inventory), achieving an effect between producer and user that is like the way a water reservoir manages variation between precipitation and household water consumption.
+Added: Location is the final mismatch, as goods are needed at the point of consumption rather than the point of production.
+Added: Thus, movement of goods is a critical function of the supply chain.
+Added: Types of Warehouses
+Added: Modern warehouses are a node in the supply chain where atomizing, buffering and movement activities align these mismatches.
+Added: Two common types of warehouses are distribution centers and e-commerce fulfillment centers.
+Added: Finished goods from manufacturers almost always enter the supply chain packaged in either pallets or cases, and flow downstream to end users.
+Added: Since our systems automate pallet-to-case activities up stream in the supply chain, our systems benefit all downstream users throughout the supply chain.
+Added: With this advantage, and because the majority of supply chain cost resides in the distribution center, it is easier to integrate systems downstream, rather than upstream (see “Our Competitive Strengths”).
+Added: Distribution Centers E-Commerce Fulfillment
+Added: Flow of Goods Upstream Downstream
+Added: Typical Function Atomization and buffering between producers and next node Items selection
+Added: Packing and shipping
+Added: Typical Location Rural, Suburban Suburban, Urban
+Added: Common Fulfillment Unit Pallets, Cases Items/Eaches
+Added: Optimized for Low cost per case Speed of fulfillment & delivery
+Added: Volume High Low to moderate
+Added: SKU count/variety Low to Moderate High
+Added: Current supply chain operations are generally manual, inflexible, expensive, require significant investments in inventory, and require goods to be manually handled multiple times before being shipped to stores or consumers.
+Added: The supply chain is expensive because it tends to be slow, labor intensive, and leads to significant damage and waste.
+Added: In a typical supply chain operation, single-SKU pallets are delivered to a distribution center where hundreds, or thousands, of people are required to move and store pallets of goods, select individual cases from them, combine those individual cases into either store-ready pallets or, in the case of e-commerce fulfillment, unpack those cases so that individual items can be stored in totes or other storage structures before selecting and combining individual items for individual customer order fulfillment.
+Added: Even mechanized warehouses require significant human intervention, are very inflexible and face disruption from numerous single points of failure.
+Added: These factors contribute to high maintenance costs and damage, resulting in limited total cost savings.
+Added: Retail and Supply Chain Trends
+Added: Several trends within the retail industry and the supply chains that serve them have exacerbated the costs and inflexibility of today’s supply chains:
+Added: • Labor Scarcity and Cost —As the labor force matures and becomes more highly educated, warehouse labor is becoming increasingly scarce and expensive.
+Added: According to InsightQuote’s 2021 Warehousing & Fulfillment Costs & Pricing Survey, average salaries for warehouse management increased to nearly $56,000 in 2021, up 18% from approximately $47,500 in 2017, and average wages for warehouse staff in the U.S.
+Added: increased to $14.00 per hour in 2021, up 22% from $11.44 per hour in 2017.
+Added: Transportation, warehousing and utilities employment turnover increased 48% from 2016 to 2020, compared to a 35% increase for all workers during the same timeframe, according to the U.S.
+Added: Bureau of Labor Statistics.
+Added: • Omni-Channel Strategies —As online shopping has become more popular with consumers, brick-and-mortar retailers must support multiple distribution channels:
+Added: traditional brick-and-mortar, online with home delivery, buy online pick up in store (BOPIS), as well as support for channel-related reverse logistics.
+Added: Not only does the growth of distribution channels increase complexity, but the e-commerce channel itself is more complex than traditional brick-and-mortar because of the need to deliver a continuously changing and increasingly diverse range of items to a broader range of locations, faster and in an increasing variety of ways.
+Added: • Growing Consumer Expectations and SKU Proliferation —The internet has made the world’s goods available to more consumers, so now shoppers expect retailers to offer increased product diversity.
+Added: At the same time, manufacturers continue to adopt mass personalization product strategies, adding to a growing number of new SKUs and accelerating the frequency and speed of SKU transitions.
+Added: These trends require retailers to find a way to efficiently store, handle, and make available a wider variety of SKUs while managing seasonal and geographic variability.
+Added: This requires either a greater number of specialized supply chain processes or greater flexibility of existing processes.
+Added: Existing warehouse automation systems are largely engineered to solve single challenges in the supply chain with discrete applicability focused on a particular niche in the warehouse automation value chain (for example, specific pick and pack / e-commerce fulfillment robotics) or are older manufacturing technologies that serve to automate high-volume, lower-value repetitive tasks (such as conveyor belts and sensors).
+Added: We believe the Symbotic system is unique in its ability to serve as a comprehensive end-to-end warehouse automation system.
+Added: Advances in Core Technologies
+Added: We benefit from advances in robotics, sensors, visual systems, processing power, machine learning, and artificial intelligence that have been developed and commercialized over the last decade.
+Added: For example, we are beneficiaries of the tens of billions of dollars that have been invested in attempts to advance autonomous vehicle technology.
+Added: Symbotic Platform Overview
+Added: Reasoning from first principles, we have re-conceived the purpose and needs of the supply chain.
+Added: From that perspective, we have completely re-designed and re-engineered the warehouse, unencumbered by legacy thinking and the resulting narrowly targeted technologies aimed at reducing fragments of cost in the warehouse.
+Added: Our systems manage every aspect of warehouse logistics, from the time merchandise is off-loaded from a producer’s truck or container until that merchandise is ready to be delivered to a store, pick-up location, or individual.
+Added: Our platform has an approximate useful life of 25 to 30 years and is so space efficient that it can be installed in phases in operating distribution centers with minimal impact to operations.
+Added: The platform is composed of atomizing robotics, a buffering structure, autonomous mobile robots that handle product, robotic palletizing cells and software that coordinates and optimizes the movements of all these systems to maximize the throughput of goods while reducing cost of the system.
+Added: Unique Platform Architecture
+Added: Our innovative platform architecture differentiates our system from alternative warehouse systems.
+Added: Eight pillars of that architecture combine synergistically to deliver the benefits of our systems.
+Added: Those pillars are:
+Added: • A.I.-Powered Software :
+Added: Our platform is enhanced by our A.I.-powered autonomous hardware and system software.
+Added: • Atomizing :
+Added: Atomizing goods is the process of dividing quantities of goods to the lowest common fulfillment unit (e.g., from pallets-to-cases and cases-to-items).
+Added: Our platform atomizes incoming pallets to the case level and handles those original (or “native”) cases throughout our system.
+Added: We are prototyping the ability to atomize cases to the item level to handle toted items in our platform just like we currently handle cases which would allow both cases and toted items to be integrated into a single platform.
+Added: Competing warehouse systems handle pallets and more frequently partial pallets of goods.
+Added: Pallets and partial pallets represent an increased level of on hand inventory and partial pallets leave unused volume within the warehouse.
+Added: Volume adds expense because it has its own cost and because volume adds movement distance, slowing down the transport of goods through the supply chain.
+Added: By managing goods at the case and toted item level, rather than at the pallet level, our systems remove unused space from the distribution center, allowing merchandise to be stored more densely and increasing the speed of product throughput.
+Added: These space saving efforts are increased by the storage density of our platform, which allows us to retrofit our systems into our customers’ existing warehouse operations without interrupting ongoing supply chain operations or requiring capital to build new greenfield warehouse space.
+Added: • Randomizing :
+Added: Our platform function is analogous to that of a random-access computer hard drive.
+Added: By effectively “digitizing” each individual case and toted item and spreading them throughout the buffering structure, we create optionality for our picking and routing optimization algorithms.
+Added: Merchandise is opportunistically placed throughout the buffering structure, similar to the way a random-access hard drive handles data.
+Added: This minimizes movement to increase throughput, enhance SKU agility and reduce the number of autonomous mobile robots required to distribute product.
+Added: • Autonomous Movement :
+Added: Fully autonomous mobile robots allow our systems to have superior flexibility, speed, mobility, and inventory handling capabilities.
+Added: Like fully autonomous cars operating in a smart city, our robots operate independently but act collectively to transport, sequence, and move cases through a warehouse.
+Added: Our algorithms consider robot proximity, travel distance and other factors to solve for optimal overall performance while dynamically adjusting as anomalies arise.
+Added: In addition, because each robot can travel anywhere in a two-dimensional plane and moves like a car that can make radius turns, our robots are comparatively fast, traveling up to 25 miles-per-hour (mph).
+Added: Faster movement enhances throughput and efficiency by clearing aisles more quickly and allowing for more storage and retrieval transactions per hour compared to tray, shuttle or crane-based systems.
+Added: Finally, our use of automation and software means our systems can approach true “lights-out” operation (100% up-time with zero human intervention).
+Added: • Original (Native) Package Handling :
+Added: In our current applications, we handle cases by lifting them from the bottom using an automated fork system.
+Added: This approach allows our platform to manipulate a wide range of case sizes, types and weights in a variety of packaging formats.
+Added: This allows our platform to handle and be configurable to a wider range of goods and verticals.
+Added: Unlike some of our competitors, we do not handle goods with grippers, which can crush products, or suction cups, which can drop goods.
+Added: We also do not transfer goods to standardized trays, eliminating this additional handling of goods.
+Added: Instead, bottom-lift handling reduces case damage and system rejection rates, thereby decreasing waste and cost.
+Added: • End-to-End Integration :
+Added: By being an integrated end-to-end system, we are able to comprehensively change a warehouse and a customer’s supply chain to maximize its efficiency.
+Added: • System-of-Systems Design :
+Added: Our system-of-systems architecture philosophy eliminates single points of failure, enhancing system resiliency.
+Added: Utilizing a redundant array of autonomous robots, lifts and inbound and outbound palletizing systems allows any part of our system to assume the task load of another system part, in the event any sub-system ever fails.
+Added: In addition, our hardware and software systems are engineered for rapid serviceability utilizing field replaceable components wherever possible.
+Added: • Scalable Modularity :
+Added: Our architecture is highly modular and scalable, allowing us to install our systems in existing warehouse facilities while achieving full performance benefits.
+Added: We are also able to install our systems in phases, allowing the existing warehouse facility to continue to operate while the transition to our systems is underway.
+Added: Finally, we can easily reconfigure and expand our systems to accommodate SKU proliferation as our customers’ needs and strategies evolve.
+Added: Platform Functional Flow Overview
+Added: Generally, manufacturers create their products in batches by SKU (Stock Keeping Unit, or individual type of item, like cans of chicken noodle soup).
+Added: Manufacturers then aggregate and package the goods in manageable quantities for efficient and safe shipping.
+Added: Usually, products are batched in cardboard or plastic cases.
+Added: Cases may then be stacked on 4-foot by 4-foot pallets as high as safely possible and then shrink-wrapped so the pallets retain integrity while in transit and the goods can be transported without damage.
+Added: A pallet may commonly contain anywhere between 40 and 120 cases depending on the size and weight of the product inside and, therefore, could contain dozens to hundreds of individual items that will ultimately be sold to consumers.
+Added: Some manufacturers produce homogeneous pallets with one SKU.
+Added: Others may combine multiple SKUs on heterogeneous pallets if the cases are the same size and the manufacturer is able to do so efficiently in their production process.
+Added: Other products may be shipped un-palletized because a manufacturer does not produce or sell enough of one item to make full pallet shipping efficient.
+Added: Products may also travel through the supply chain unpalletized because the goods have been combined with other products for more efficient shipping.
+Added: This often happens for products coming from international destinations given the desire to fill a shipping container with multiple items and/or from multiple manufacturers to reduce overall shipping costs.
+Added: Un-palletized products generally come stacked randomly in a truck trailer or shipping container.
+Added: Symbotic’s system can uniquely handle homogeneous and heterogeneous palletized and un-palletized products.
+Added: • Palletized Inbound :
+Added: When palletized product reaches a warehouse, the pallets are placed into our automated system where our large de-palletizing robots use state of the art vision technology and our proprietary end-of-arm tools to pick up entire layers of product and transfer them to our “singulating” robots.
+Added: Our singulating robots also use vision technology and other proprietary end-of-arm tools to orient each individual case optimally for storage and handling in the system’s buffering structure.
+Added: The cases then enter the scan tunnel.
+Added: • Other Inbound :
+Added: When unpalletized product reaches our system, the individual cases enter the scan tunnel just like palletized inbound product.
+Added: • Scan Tunnel :
+Added: On the way to the buffering structure, each case proceeds through a short scan tunnel where we use vision technology and sensors to “digitize” the dimensions and attributes of each inbound case.
+Added: Simultaneously, the system performs an integrity check of the case to screen for damage.
+Added: Case damage can compromise the movement of the goods through our system, and it may indicate damaged product inside the case.
+Added: Any case that our system determines is non-conforming or damaged is rejected by the system.
+Added: An associate will either repair the case before re-induction into the system or reject the damaged goods.
+Added: • Buffering Structure :
+Added: The buffering structure of our platform, where goods are placed, stored, and retrieved, is composed of a number of levels stacked on top of each other.
+Added: Each level is approximately three feet tall, allowing
+Added: a typical thirty-two-foot-tall warehouse to have ten levels of storage for optimized space utilization.
+Added: Each individual level has a transfer deck that spans the width of the structure and connects several dozen aisles that extend horizontally at a 90-degree angle from the transfer deck.
+Added: This gives us approximately 200,000 linear feet of storage in our average sized platform.
+Added: The levels are connected vertically by a series of lifts.
+Added: Upon exit from the scan tunnel, the case moves to a collection of lifts that function like a bank of elevators in a building.
+Added: Simultaneously, our A.I.-enabled software determines the optimal randomized location in the structure for storage of that case.
+Added: When a case reaches the lift to which it is assigned, the lift extends its finger lift system and picks up the case.
+Added: The lift then brings the case to the appropriate level in the structure and places it onto a buffer shelf where the case will be picked up by a Symbot.
+Added: The Symbot will then bring the case to the aisle storage position for that level.
+Added: Symbots are our fully autonomous mobile goods handling robots.
+Added: They are powered by rapid-charging ultracapacitors, so charging takes a matter of seconds as the Symbots drive over charge plates integrated into the floor of the buffering structure.
+Added: This eliminates the need for Symbots to come out of service for charging, allowing them to operate all day for weeks at a time.
+Added: If required, an individual Symbot can be removed from the system by remote instruction when it needs maintenance.
+Added: Our Symbots are interchangeable and hand off tasks to other Symbots in a live operating system without productivity loss should a Symbot need maintenance.
+Added: The Symbots lift each case from the bottom using fingers that extend under the case, rather than gripping and pulling, enabling case handling without the need to put them on trays.
+Added: Trayless handling allows us to store cases randomly throughout our storage structure within five millimeters of another case.
+Added: The Symbot picks up a case from the lift and enters the transfer deck on its way to the appropriate aisle.
+Added: The Symbots are routed by our proprietary artificial intelligence software to the aisle and location where a case is to be placed.
+Added: Once in the appropriate aisle, the Symbot accelerates rapidly up to 25 mph towards the specific location where it has been instructed to place the case.
+Added: When the Symbot reaches the appropriate placement location it extends its finger lift system and places the case on the aisle position and is ready for its next task.
+Added: In a typical size and configuration system, a Symbot can reach any location in our structure and return to our inbound or outbound cells in under four minutes.
+Added: Retrieving a case is simply the reverse process of placing a case.
+Added: Our outbound lifts retrieve cases delivered by Symbots and transfers them to the outbound level of the system.
+Added: Our software utilizes the Symbots and lifts to sequence cases in an optimal order for outbound processing.
+Added: A typical system creates what we call a “rainbow pallet” comprising a variety of different products and SKUs.
+Added: Our system can also create a rainbow pallet based upon a customer’s store plan that contains products for a specific store aisle, which can be delivered directly from a truck to the end of an aisle so that store employees can unpack the cases from the pallet and replenish shelves quickly and reduce store labor costs.
+Added: • Palletizing :
+Added: Our system uses A.I.-based software that enables us to palletize cases using two robotic arms on opposite sides of a pallet.
+Added: These two robotic arms work together placing a case onto a pallet in less than three seconds.
+Added: Our Competitive Strengths
+Added: Our people, technologies, and experience, underpinned by decades of leadership in supply chain operations and innovation provide us with significant advantages over our competitors.
+Added: Specifically, we benefit from the following competitive advantages:
+Added: Experienced, Founder-Led Leadership Team
+Added: Symbotic is a founder-led company.
+Added: Our Chairman, Chief Executive Officer and significant shareholder, Richard B.
+Added: Cohen, started Symbotic in 2006, to develop advanced technologies to make the supply chain work better for everyone.
+Added: This vision was inspired by Mr.
+Added: Cohen’s experiences building C&S Wholesale Grocers.
+Added: Cohen is an accomplished business builder, as evidenced by his helping lead sales growth at C&S Wholesale Grocers from $14 million in 1974 to $27 billion in 2018.
+Added: Effectively running warehouse operations for the low margin grocery industry, Mr.
+Added: Cohen has been building, running, and innovating warehouses for two generations.
+Added: We believe our founder’s deep industry and operational expertise is a core competitive advantage for Symbotic.
+Added: Cohen has built a team of experienced board members and executives with a diverse range of technology expertise acquired at industry leading companies and institutions such as Flex, Fortna, IBM, Intuit, Manhattan Associates, MIT, Netezza, RealPage, SoftBank, Staples, Tesla and Walmart.
+Added: Unique Team Culture
+Added: Our team has harnessed first principles thinking to help us understand complex systems like supply chains and automation in simple, elemental ways.
+Added: This approach unburdens our creativity from the constraints of legacy problem solving.
+Added: First principles thinking also leads us to constantly question our established approaches to problems, freeing us to invent new technologies to improve the supply chain.
+Added: Approximately half of the Symbotic team is composed of software, mechanical, electrical, and systems engineers and scientists who have been conducting research and development focused on our core technology.
+Added: As a result, we have developed or created a significant amount of intellectual property protecting our core technology, including a patent portfolio with over 490 patent filings.
+Added: First Mover Advantage with Differentiated Platform Architecture
+Added: We believe we have developed highly unique platform architecture utilizing fully autonomous robots, at scale and in real world supply chain applications.
+Added: The advantages of this approach are so compelling, as quantifiably measured by performance data in real world applications, that we believe our approach can become the de facto standard approach for how warehouses operate.
+Added: Superior System Return on Investment
+Added: Because of the quantifiable metrics related to our platform, our systems can provide our customers with a rapid recovery of investment costs and a compelling return on investment.
+Added: • Superior Product Throughput :
+Added: The high density of our platform, the optimized and randomized storage of our architecture, and the speed and agility of our autonomous mobile robots minimizes movement to increase throughput, enhancing SKU agility and reducing the number of robots required to distribute product.
+Added: • High Density System & Storage :
+Added: Partial pallets represent an increased level of on hand inventory and leave unused volume within the warehouse.
+Added: Volume adds expense because it has a storage cost and adds movement distance that slows down the movement of goods through the supply chain.
+Added: By managing goods at the case and tote level, rather than at the pallet level, our systems remove unused space from the distribution center, store merchandise more densely and increase the speed of product throughput.
+Added: • No Compromise Retrofit :
+Added: The modularity and scalability of our systems allows us to install our systems in existing warehouse facilities while achieving full performance benefits.
+Added: We are also able to install our systems in phases, allowing the warehouse facility to continue to operate while the transition to our system is underway.
+Added: Finally, we can easily reconfigure and expand our systems to accommodate SKU proliferation as our customers’ needs and strategies evolve.
+Added: • Inventory Reduction & SKU Agility :
+Added: The accuracy, throughput speed, and density of our platform allow our customers to achieve a higher level of availability and a wider range of SKU variety with less inventory.
+Added: • Fulfillment Accuracy :
+Added: Our digitization strategy, artificial intelligence enabled store/retrieve software and other automated systems contribute to the 99.9999% fulfillment accuracy of our platform.
+Added: • System Resilience :
+Added: Our system-of-systems architecture philosophy eliminates single points of failure, enhancing system resiliency.
+Added: Utilizing a redundant array of autonomous robots, lifts and inbound and outbound palletizing systems allows any part of our system to assume the task load of another system part, should any sub-system ever fail.
+Added: In addition, our hardware and software systems are engineered for rapid serviceability utilizing field-replaceable components wherever possible.
+Added: • System Scalability :
+Added: Our platform can be scaled to fit the needs of our customers and scale of their facilities.
+Added: We are also able to install our systems in phases, allowing the warehouse facility to continue to operate while the transition to our systems is underway.
+Added: Finally, we can easily reconfigure and expand our systems to accommodate SKU proliferation as our customers’ needs and strategies evolve.
+Added: Remaining Performance Obligations (“Backlog”)
+Added: As of September 24, 2022, Symbotic had a $11.1 billion backlog of orders from its customers, of which approximately 8% is expected to be recognized as revenue in the following twelve months.
+Added: The backlog is largely structured on a cost-plus fixed profit basis.
+Added: This allows Symbotic to maintain its gross profit targets even in times of high inflation or supply chain related price increases.
+Added: For example, in most cases rising integrated circuit chip costs or increases in steel prices are passed on to the customer, preserving Symbotic’s gross profit.
+Added: Our significant contracts do not contain termination for convenience clauses.
+Added: Outside of insolvency, or specific change in control provisions, most of our backlog can only be terminated if Symbotic does not deliver the systems ordered at their defined performance standards, which we believe to be unlikely.
+Added: In addition, because our systems significantly reduce our customers’ costs, contract termination by our customers would be costly and disruptive, enhancing our ability to retain our customers.
+Added: Backbone of Commerce
+Added: Our expertise has been established at the front end of the supply chain because our systems “handshake” directly with producers and manufacturers who are the first node in the supply chain.
+Added: We describe our platform as the backbone of commerce, because with our optimized case handling capability, all downstream nodes in the supply chain benefit.
+Added: This means our systems have a strategic level impact for our customers and are mission critical for daily operations, that we believe will result in high rates of customer retention.
+Added: We are also prototyping a full-scale, individual unit handling application, that can be integrated into our case handling platform, and be installed in the distribution center.
+Added: We believe this capability is unique and will drive stronger supply chain efficiency through reduced handling and the ability to buffer inventory at either the precise unit, or case count.
+Added: We believe our competitive positioning is highly differentiated because our upstream expertise facilitates our integration with other downstream applications, including our own in prototype development.
+Added: Our systems reside upstream in the supply chain from systems for e-commerce fulfillment centers.
+Added: Our competitors have not established automated case level buffering infrastructure or distribution center expertise, making their upstream integration significantly more challenging than our downstream integration.
+Added: Our Market Opportunity
+Added: We define our primary strategically addressed market as the total potential spend on our systems over the next 15 years for U.S.
+Added: warehouses in the general merchandise, ambient grocery, ambient food distribution, consumer packaged food, and apparel verticals.
+Added: We estimate the size of our initial strategically addressed market to be $126 billion based on the number of warehouses in each of those verticals, our estimates of the percent of warehouses in each vertical that are addressable (over 1,500), and the expected average price of our system and associated recurring revenue.
+Added: We estimate that there is an additional $112 billion in market opportunity from our secondary verticals (non-food consumer packaged goods, home improvement, auto parts, third-party logistics, and refrigerated and frozen foods), implying a $238 billion total addressable market in the United States.
+Added: Over time we plan to expand beyond our primary and secondary target verticals, into additional verticals such as pharmaceuticals and electronics.
+Added: To capture the size of this broader market opportunity, we estimate the size of these additional verticals in the United States at an additional $51 billion (using the same methodology we use for our primary and secondary verticals).
+Added: We also plan to expand to Canada and Europe, so we define our total addressable market as our total U.S.
+Added: market opportunity of $289 billion plus our market opportunity in Canada and Europe, which we estimate to be an additional $83 billion.
+Added: This implies a total addressable market of $373 billion (over 6,500 distribution centers).
+Added: To estimate our market opportunity in foreign countries, we currently exclude Asia, but for the remaining countries we assume the number of warehouses in each country relative to the number of warehouses in the U.S.
+Added: is proportionate to their relative GDPs.
+Added: We then multiply the resulting number of warehouses by our estimate for the percent of those warehouses that are addressable and by our estimate for the average price of our system and associated recurring revenue outside the U.S.
+Added: Our Growth Strategy
+Added: The key elements of our strategy for growth include the following:
+Added: • Further penetrate existing customers’ operations :
+Added: Our existing customers are large companies, many of which have thousands of stores and hundreds of warehouses and distribution centers.
+Added: Under our current contracts with these customers, we are fully converting a portion of these customers’ distribution centers in the United States.
+Added: We fully expect that the value these customers receive in the contracted distribution centers will translate to winning full deployments at the remainder of their distribution centers and therefore, we expect to grow our market share.
+Added: • Win additional customers in existing verticals :
+Added: Given the size of our primary serviceable addressable market relative to the size of our current customer base, there is significant room for us to expand within existing verticals.
+Added: We have numerous other potential customers in various stages of the sales cycle and expect to win new customers in our existing verticals.
+Added: • Expand into new verticals :
+Added: We believe that every vertical that involves the physical distribution of goods through a distribution center is a potential customer.
+Added: We currently have the intention and technological capability to expand to the non-food consumer packaged goods, auto parts, and third-party logistics verticals.
+Added: Additionally, as we build out our refrigerated and frozen capabilities, we intend to expand to the refrigerated and frozen food verticals.
+Added: • Expand product offerings :
+Added: We intend to expand our product suite to increase our potential value to existing customers and to attract new customers.
+Added: For example, by building out our integrated item handling application, we can help our existing customers manage an increasing variety of SKUs and optimize their e-commerce operations.
+Added: We can also increase our appeal to pure-play e-commerce retailers.
+Added: Because our Symbotic platform is designed to integrate such third-party applications, we also are exploring opportunities to expand our product suite through partnerships, investments in companies, and acquisitions.
+Added: Finally, we are exploring new business models, specifically by adding reverse logistics and warehousing-as-a-service offerings.
+Added: These future anticipated products are not included in our current support and maintenance arrangements.
+Added: • Geographic Expansion :
+Added: Working with our existing customers and by adding new customers, we intend to expand our operations beyond the United States and Canada.
+Added: We are currently evaluating opportunities in Europe, Latin America, and the Middle East.
+Added: Most of our target market currently relies on conventional manual and semi-mechanized systems that are labor intensive.
+Added: There are several point solutions available in the market that automate certain components of the warehouse or distribution center, but few offer end-to-end systems.
+Added: Those that do typically require a significant greenfield real estate investment.
+Added: Some point solutions such as specific goods-to-people robotics or pick and pack robotic arm solutions address only specific supply chain functions but do not maximize the efficiency of the supply chain as a whole.
+Added: These solutions also must be integrated with other disparate technologies, which often comes at significant cost and time and adds latency to operations.
+Added: Those companies that do offer end-to-end systems, most notably Witron, Honeywell, Dematic, Vanderlande, SSI Schaefer and Swisslog, have systems that are composed of a disparate set of mechanically complex point solutions, with numerous single points of failure.
+Added: These systems are challenging to implement and expensive to adapt to changing customer needs and SKU variation.
+Added: Even these end-to-end mechanical systems require significant manual labor.
+Added: They are frequently based on pallet and partial pallet storage techniques, requiring additional inventory and warehouse space.
+Added: There are also systems such as Amazon Kiva, Exotec, Ocado, and AutoStore that focus exclusively on individual order fulfillment.
+Added: We do not consider these to be direct competitors at present because we are focused initially on fulfillment to physical stores;
+Added: however, they will potentially become partners or competitors as we expand into e-commerce, or if they
+Added: expand to brick-and-mortar retail.
+Added: Today, however, these four companies focus primarily on e-commerce, lack case picking technology, and therefore cannot support large retailers with both online and offline operations.
+Added: Customer Base
+Added: We have a strong blue chip customer base that includes some of the world’s largest retailers and wholesale grocers, including Walmart, Albertsons, UNFI, Target and Giant Tiger, and our affiliate, C&S Wholesale Grocers.
+Added: Since inception, our customers have ordered approximately $12.1 billion of systems from us, and as of September 24, 2022, we had orders of approximately $11.1 billion in backlog that we expect to deliver and install over approximately the next eight years.
+Added: A substantial majority of the $11.1 billion in backlog relates to the Walmart MAA.
+Added: We have worked with Walmart since 2015 and entered into the initial Walmart MAA in 2017 and restated and amended that agreement in January 2019.
+Added: On April 30, 2021, we amended the Walmart MAA to expand our commercial relationship with Walmart and the scope of the Walmart MAA to the implementation of systems, which for purposes of the Walmart MAA are apportioned into 80 “modules,” across 25 of Walmart’s 42 regional distribution centers.
+Added: On May 20, 2022, we again amended and restated the Walmart MAA to further expand our commercial relationship with Walmart and the scope of the Walmart MAA to the implementation of 188 modules, 20 of which are contingent on the satisfaction of certain conditions described in the Walmart MAA, across all of Walmart’s 42 regional distribution centers.
+Added: The amendment and restatement added an additional $6.1 billion to our backlog.
+Added: The implementation of the modules under the Walmart MAA began in 2021 and will continue based upon an agreed-upon timeline, subject to limited adjustment, with the implementation of all modules to begin by the end of 2028.
+Added: For each module, Walmart pays us:
+Added: • the cost of implementation, including the cost of material and labor, plus a specified net profit amount;
+Added: • for software maintenance and support for a minimum of 15 years following preliminary acceptance of the module and with annual renewals thereafter;
+Added: • for spare parts.
+Added: Walmart also pays us for operation services for modules installed in the first four buildings for an operation service period for each module that ends on the third anniversary of preliminary acceptance of the final module installed in a building.
+Added: The initial term of the Walmart MAA expires on May 20, 2034 with annual renewals of the term thereafter.
+Added: At any time, either party may terminate the Walmart MAA in the event of insolvency of the other party or a material breach of the other party that has not been cured.
+Added: Walmart may also terminate the Walmart MAA at any time if we fail to meet certain performance standards or undergo certain change of control transactions.
+Added: Pursuant to the Walmart MAA, we must provide Walmart notice in certain circumstances, including if we explore transactions other than the Business Combination that would reasonably be expected to result in a change of control or sale of 25% or more of the voting power of Symbotic.
+Added: Such transactions are prohibited for specified time periods following such notice, and we must allow Walmart to participate on terms and conditions substantially similar to those of other third-party participants.
+Added: We have also 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.
+Added: On December 12, 2021, we entered into an Investment and Subscription Agreement (the “Investment and Subscription Agreement”) with Walmart.
+Added: Pursuant to such agreement, in connection with the amendment and restatement of the Walmart MAA on May 20, 2022, Walmart exercised a warrant to purchase 267,281 units of Warehouse, or 3.7% of the total outstanding units of Warehouse as calculated following the exercise of the warrant and issuance of units thereunder, at an aggregate purchase price of $103,980,327.
+Added: We also issued Walmart a new warrant to purchase 258,972 units of Warehouse, or 3.5% of the total outstanding units of Warehouse as calculated on a pro forma basis at the time of the issuance of the warrant, subject to customary adjustments, at an exercise price of $614.34 per unit, which is the estimated value of a unit of Warehouse on the date of the Merger Agreement based on the Exchange Ratio assuming one share of Class A Common Stock is $10.00.
+Added: Pursuant to the Investment and Subscription Agreement and as a result of the warrant exercise, Walmart has the right to designate a Walmart employee of a certain seniority level to attend all meetings of the Board in a nonvoting observer capacity, except in certain circumstances, including where such observer’s attendance may be inconsistent with the directors’ fiduciary duties to the Company or where such meetings may involve attorney-client privileged information, a conflict of interest between the Company and Walmart or information that the Company determines is competitively or commercially sensitive.
+Added: Additionally, pursuant to the Investment and Subscription Agreement and subject to certain exceptions described therein, Walmart is subject to a standstill agreement that limits Walmart’s ability to pursue certain transactions with respect to Warehouse and the Company until the earlier of (i) December 12, 2025 and (ii) the later of (a) the date on which Walmart owns less than 5% of the fully diluted equity interests of Warehouse or, after the closing of the Business Combination (the “Closing”), the Company and (b) the date that is six months after Walmart no longer has the board observer rights described above.
+Added: Our system is typically sold in three parts:
+Added: the initial system sale, software maintenance and support services, and operation services.
+Added: The Symbotic system is a modular, highly configurable capital asset purchase that we sell to our customer in the year of deployment.
+Added: Then over the remaining system life, which is typically 25-30 years, we charge a software maintenance fee.
+Added: Finally, we provide training and system operation until the customer assumes operational duties.
+Added: Our typical deployment model is to install the system over a period of six to twelve months, operate the system for a limited time, and then transfer daily operation to the customer.
+Added: Omni-Channel Application
+Added: We are currently prototyping, in one of our customer’s operating distribution centers, an application that integrates an additional function for the Symbotic platform, called Omni-Channel.
+Added: This application atomizes cases to the item level and handles totes filled with multiple items just like we handle native cases.
+Added: This novel application creates an environment in which both cases and toted items can be handled and shipped from a single platform.
+Added: We believe this provides a significant step forward in our ability to provide an integrated omni-channel platform.
+Added: System deployments
+Added: Symbotic is an end-to-end automated system for product distribution at the heart of the supply chain.
+Added: We have spent 15 years working at the confluence of product manufacturing and retail distribution to produce a fully automated system that allows more efficient handling, storage, selection, and transportation of goods once they are placed into the supply chain by manufacturers.
+Added: We have accomplished this by combining “smart” software with “smart” hardware such as our autonomous mobile robots.
+Added: The power of our system is that the components of the platform and applications work together in one system-of-systems to provide the results our customers experience.
+Added: Our technologies fall into two categories:
+Added: (1) platform and applications software;
+Added: and (2) hardware, which includes firmware related to the operation of that hardware.
+Added: • A.I.–Enabled Software :
+Added: Our systems utilize artificial intelligence technologies in a variety of ways to dynamically achieve optimal performance and improve over time.
+Added: For example, our platform can independently determine the best locations to buffer inventory in the structure to improve outbound efficiency.
+Added: In addition, the software enables our autonomous robots to independently place and retrieve various sizes of packages with different package material, make corrections to account for product movement, and efficiently navigate through our platform to complete the system’s objectives in the shortest amount of time and at the lowest cost.
+Added: Our software also dynamically responds to changes in inventory availability to fulfill customer orders on time.
+Added: By using machine learning and A.I.
+Added: tools to process all the data our system is generating, our system is improved by the tasks it performs.
+Added: This helps us to develop algorithmic innovations that further improve system performance over time.
+Added: • System Manager :
+Added: The System Manager module of our software stack balances work across the inbound and outbound cells of our platform.
+Added: It does this by managing inbound inventory and inventory levels in the buffering
+Added: structure against fulfillment orders, optimized to fulfillment gate times.
+Added: The System Manager module also creates the pallet build plan based on a variety of factors including the aforementioned inventory levels, but also store and aisle specific plan-o-grams, pallet structure, and even more granular criteria such as isolating hazardous products that require special handling.
+Added: • Storage & Retrieval Engine :
+Added: Our Storage and Retrieval Engine coordinates the mechanical components (or assets) within our platform such as our autonomous robots, buffer shelves, and lifts.
+Added: It also determines, orders, and assigns all the tasks to be performed by the system.
+Added: Finally, the engine manages the safety systems within the platform by monitoring physical access and related zonal lockouts.
+Added: The engine builds a put-away task list as goods are received that is based on a put-away optimization which determines the best placement of goods within the buffering structure.
+Added: Simultaneously, the engine builds a retrieval task list based on fulfillment requests.
+Added: Next, the location and status of every platform asset and every case of goods is evaluated, and mobile robot routes are assigned to optimally perform all the put-away and retrieval tasks.
+Added: Since the flow of goods through our platform is highly dynamic and related parameters are constantly changing, the engine reoptimizes every task that needs to be completed multiple times per second.
+Added: The re-optimization is based on the supply of goods on hand, the location of those goods, and the assets available within the buffering structure.
+Added: Tasks may then be reassigned, and the routes of the mobile robot recomputed.
+Added: • Real-Time Data Analytics Software :
+Added: Our proprietary software aggregates and synthesizes system data to provide real-time analytics and actionable insights regarding inventory levels, system throughput, accuracy, and performance.
+Added: We also collect and analyze real-time data on various systems throughout the platform to evaluate system health, predict maintenance needs, and as a result maintain a high level of system performance.
+Added: • Intelligent Autonomous Mobile Robots :
+Added: Our intelligent, autonomous mobile robots utilize a suite of sensors to handle cases and locate, retrieve, and transport approximately 80% of the SKUs in our customers’ facilities at speeds of up to 25 mph (10 times faster than the average human) with 99.9999% accuracy.
+Added: Our newest version of these robots uses vision technology in addition to our autonomous routing algorithms (described above) to achieve optimal speed, safety, and routing.
+Added: • A.I.-Powered De-Palletizing Robotic Systems :
+Added: Our proprietary de-palletizing robotic end of arm tools, coupled with our A.I.
+Added: and state-of-the-art vision enhanced robotic arms de-palletize up to 1,800 cases and 200 SKU layers per hour.
+Added: In the de-palletization process, we scan each case to create a digital model of every case, including, among other things, its size, stability, and density that enables our A.I.
+Added: software to optimize storage, retrieval and palletizing for distribution to stores based upon an individual case’s characteristics.
+Added: Our software also analyzes the structural integrity of a case during the de-palletization process to understand whether it needs to be rejected or repaired rather than inducted into the system to improve system performance and optimize inventory in the system.
+Added: • A.I.-Powered Palletizing Robotic Systems :
+Added: Using proprietary A.I.-powered software, state-of-the-art vision enhanced palletizing robotic arms and our patented end of arm tools we combine multiple SKUs into aisle-ready pallets that significantly reduce in-store labor costs for our brick-and-mortar customers while maximizing pallet capacity and throughput.
+Added: Our palletizing robotic application uses two robots simultaneously to palletize product rapidly and efficiently.
+Added: Research and Development
+Added: Our technology is underpinned by over $700 million invested in developing the Symbotic platform, and is protected in part by over 490 issued and/or pending patents.
+Added: Our engineers have extensive robotics and software experience and have been working on our product portfolio for over 15 years.
+Added: We conduct our research and development in our headquarters, based in Wilmington, Massachusetts as well as at our Canadian headquarters in Montreal, Quebec.
+Added: Our research and development activities currently include programs in the following areas:
+Added: • Expand the capabilities and improve our technology :
+Added: We aim to continuously advance our hardware and software development to offer better solutions to our customers that benefit their needs.
+Added: Specifically, we intend to continue innovating our robust A.I.-enabled robots alongside our proprietary software to continue to help our customers optimize operational efficiency.
+Added: • Expand system offerings :
+Added: As our existing customers’ needs shift and expand, we will innovate, evolve and be flexible.
+Added: We will continue to innovate our existing systems as well as introduce new offerings in specific areas for which we do not have a solution, such as tailoring our platform to handle non-ambient foods.
+Added: This will not only allow us to deepen our penetration within existing customers, but also grow our customer base in adjacent applications.
+Added: Sales and Marketing
+Added: We go to market via a direct sales model.
+Added: Given the size, complexity and value of our technology system, our sales to date have come from long-term discussions between our management team and senior-level executives with our current customers.
+Added: We intend to accelerate our sales cycle as we begin to expand our marketing efforts and transition from a small number of very large transactions to more widespread adoption of our technology systems.
+Added: Manufacturing and Suppliers
+Added: We operate two manufacturing centers with co-located engineering support in Wilmington, Massachusetts, and Montreal, Quebec.
+Added: Our Wilmington facility assembles our fully autonomous mobile robots while our facility in Montreal assembles de-palletizing and palletizing robotic cells.
+Added: Both facilities use Oracle NetSuite for procurement, and to track & control production.
+Added: Each factory is roughly 40,000 square feet in size and is staffed with a mix of permanent and temporary employees to manage peak production and can operate on two shifts.
+Added: To increase production, we intend to increase utilization of our installed manufacturing capacity, as well as continue partnering with subcontractors to take on an increasing amount of production.
+Added: We purchase a variety of components from a variety of vendors to assemble our autonomous robots.
+Added: We also purchase lifts, fixed place robots, conveyors, and steel racking equipment from a wide range of vendors to complete our systems.
+Added: Intellectual Property
+Added: Our ability to drive innovation in the robotics and A.I.
+Added: automation markets depends in part upon our ability to protect our core technology and the intellectual property therein and thereto.
+Added: We seek to protect our intellectual property rights in our core technology through a combination of patents, trademarks, copyrights, and trade secrets.
+Added: This includes the use of non-disclosure and invention assignment agreements with our contractors and employees and the use of non-disclosure agreements with our customers, vendors, and business partners.
+Added: Unpatented research, development, know-how and engineering skills make an important contribution to our business and core technology, but we pursue patent protection when we believe it is possible and consistent with our overall strategy for safeguarding our intellectual property.
+Added: As of September 24, 2022, we had 315 issued patents in 10 countries and an additional 179 patents pending worldwide.
+Added: Our issued patents are scheduled to expire between August 2024 and May 2041.
+Added: Employees and Human Capital Resources
+Added: Our employees are critical to our success.
+Added: As of September 24, 2022, we had approximately 1,120 full-time employees, including approximately 945 based in the United States.
+Added: Approximately 53% of our employees work in our offices in Wilmington, Massachusetts and Montreal, Quebec.
+Added: However, due to the nature of the COVID-19 pandemic, many in our workforce have been and continue to work remotely.
+Added: The remainder of our employees install, commission, operate or maintain our systems at customers’ facilities.
+Added: We also engage consultants and contractors to supplement our permanent workforce on an as needed basis.
+Added: A significant proportion of our employees are engaged in engineering, research and development, and related functions.
+Added: We have been investing in our people for over a decade and our team possesses decades of combined technical and engineering experience, with a majority of our full-time employees holding technical degrees and a substantial portion of our total employee base holding advanced degrees, including numerous PhDs in engineering.
+Added: We consider our relationship with our employees to be in good standing and have yet to experience any work stoppages.
+Added: None of our employees are subject to a collective bargaining agreement or represented by a labor union.
+Added: Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing, and integrating our existing and additional employees.
+Added: The principal purposes of our incentive plans are to attract, retain and motivate selected employees and consultants through cash and stock performance rewards and other benefits.
+Added: Government Regulations
+Added: Compliance with various governmental regulations has an impact on our business, including our capital expenditures, earnings and competitive position, which can be material.
+Added: We incur costs to monitor and take actions to comply with governmental regulations that are applicable to our business, which include, among others, laws, regulations and permitting requirements of federal, state and local authorities, including related to environmental, health and safety, anti-corruption and export controls.
+Added: Environmental Matters
+Added: We are subject to domestic and foreign environmental laws and regulations governing our operations, including, but not limited to, emissions into the air and water and the use, handling, disposal and remediation of hazardous substances.
+Added: A certain risk of environmental liability is inherent in our production activities, operation of our systems and the disposal of our systems.
+Added: These laws and regulations govern, among other things, the generation, use, storage, registration, handling and disposal of chemicals and waste materials, the presence of specified substances in electrical products, the emission and discharge of hazardous materials into the ground, air or water, the cleanup of contaminated sites, including any contamination that results from spills due to our failure to properly dispose of chemicals and other waste materials and the health and safety of our employees.
+Added: Export and Trade Matters
+Added: We are subject to anti-corruption laws and regulations imposed by governments around the world with jurisdiction over our operations, including the U.S.
+Added: Foreign Corrupt Practices Act, as well as the laws of the countries where we do business.
+Added: We are also subject to various trade restrictions, including trade and economic sanctions and export controls, imposed by governments around the world with jurisdiction over our operations.
+Added: For example, in accordance with trade sanctions administered by the U.S.
+Added: Department of Treasury’s Office of Foreign Assets Control and export controls administered by the U.S.
+Added: Department of Commerce, we are prohibited from engaging in transactions involving certain persons and certain designated countries or territories, including Cuba, Iran, Syria, North Korea and the Crimea Region of Ukraine.
+Added: In addition, our systems may be subject to export regulations that can involve significant compliance time and may add additional overhead cost to our systems.
+Added: In recent years the United States government has a renewed focus on export matters.
+Added: For example, the Export Control Reform Act of 2018 and regulatory guidance thereunder have imposed additional controls and may result in the imposition of further additional controls, on the export of certain “emerging and foundational technologies.” Our current and future systems may be subject to these heightened regulations, which could increase our compliance costs.
+Added: See “ Risk Factors—Other Risks—We are subject to U.S.
+Added: 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 ” for additional information about the anti-corruption and anti-money laundering laws that may affect our business.
+Added: Available Information
+Added: Our internet address is www.symbotic.com.
+Added: Our website and the information contained therein or linked thereto are not part of this Annual Report.
+Added: We make available free of charge through our internet website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, registration statements and amendments to those reports filed or furnished pursuant to the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish them to the SEC.
+Added: The SEC maintains a website that contains reports, proxy statements and other information regarding issuers that file electronically with the SEC.
+Added: These materials may be obtained electronically by accessing the SEC’s website at www.sec.gov.
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