Controls and Procedures
−Removed: Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal year ended December 31, 2021, as such term is defined in Rules 13a-15(e)
−Removed: and 15d-15(e)
−Removed: under the Exchange Act.
−Removed: Based on this evaluation, our principal executive officer and principal financial officer has concluded that during the period covered by this report, our disclosure controls and procedures were not effective as of December 31, 2021, because of a material weakness in our internal control over accounting for complex financial instruments.
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: Specifically, the Company’s management has concluded that our control around the interpretation and accounting for certain complex features of financial instruments was not effectively designed or maintained.
−Removed: This material weakness resulted in the restatement of the Company’s interim financial information for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021.
−Removed: As a result, our management performed additional analysis as deemed necessary to ensure that our consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).
−Removed: Accordingly, management believes that the financial statements included in the Form 10-K
−Removed: present fairly, in all material respects, our financial position, result of operations and cash flows of the periods presented.
−Removed: Management understands that the accounting standards applicable to our consolidated financial statements are complex and has since the inception of the Company benefited from the support of experienced third-party professionals with whom management has regularly consulted with respect to accounting issues.
−Removed: Management intends to continue to further consult with such professionals in connection with accounting matters.
−Removed: Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
−Removed: Management’s Annual Report on Internal Controls Over Financial Reporting
−Removed: This Annual Report on Form 10-K
−Removed: does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due exception established by rules of the SEC for emerging growth companies.
+Added: Evaluation of Disclosure Controls and Procedures
+Added: Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), as of the end of the period covered by this Annual Report on Form 10-K.
+Added: Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 24, 2022, our disclosure controls and procedures were effective at the reasonable assurance level.
+Added: Management’s Report on Internal Control Over Financial Reporting
+Added: As disclosed elsewhere in this Annual Report on Form 10-K, we completed the Business Combination on June 7, 2022.
+Added: Prior to the Business Combination SVF 3, our predecessor, was a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization or similar business combination with one or more businesses.
+Added: As a result, previously existing internal controls are no longer applicable or comprehensive enough as of the assessment date, because SVF 3’s operations prior to the Business Combination were insignificant compared to those of the consolidated entity post-Business Combination.
+Added: As a result, management was unable, without incurring unreasonable effort or expense, to complete an assessment of our internal control over financial reporting as of September 24, 2022.
+Added: Accordingly, we are excluding management’s report on internal control over financial reporting pursuant to Section 215.02 of the SEC Division of Corporate Finance’s Regulation S-K Compliance and Disclosure Interpretations.
Changes in Internal Control Over Financial Reporting
−Removed: There was no change in our internal control over financial reporting that occurred during the fiscal year ended December 31, 2021 covered by this Annual Report on Form 10-K
−Removed: that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting except for the below:
−Removed: Our principal executive officer and principal financial officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for certain complex features of the Class A ordinary shares and presentation of earnings per share.
−Removed: The Company’s management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting.
−Removed: While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.
+Added: No change in our internal control over financial reporting occurred during the quarter ended September 24, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Other Information
−Removed: DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENTS INSPECTION
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Directors, Executive Officers and Corporate Governance
−Removed: Directors and Executive Officers
−Removed: As of the date of this Report, our officers and directors are as follows:
−Removed: Ioannis Pipilis
−Removed: Chairman of the Board and Chief Executive Officer
−Removed: Navneet Govil
−Removed: Director and Chief Financial Officer
−Removed: Michael Carpenter
−Removed: Michael Tobin
−Removed: Cristiana Falcone
−Removed: Ioannis Pipilis
−Removed: is the Chairman of the Board and Chief Executive Officer of SVF 3.
−Removed: Pipilis serves as Managing Partner at SoftBank Investment Advisers (SBIA) in London and is responsible for SBIA’s investing activities in EMEA.
−Removed: Prior to joining SBIA, he was Global Head of Fixed Income & Currencies at Deutsche Bank AG.
−Removed: He was responsible for trading, lending and structuring activities across public and private credit, rates, currencies and emerging markets.
−Removed: He had been at Deutsche Bank since 2000 and held various previous roles in London and New York including co-Head
−Removed: of Global Credit Trading, Head of the Institutional Client Group and Global Head of Credit Structuring.
−Removed: He also served on the board of the Association for Financial Markets in Europe.
−Removed: He holds an MSc in Finance and an MSc in Civil Engineering from Imperial College London and a Bachelor of Engineering in Civil and Environmental Engineering from University College London.
−Removed: We believe Mr.
−Removed: Pipilis is well qualified to serve as a member of our board of directors due to his significant investment experience and vast network of relationships.
−Removed: Navneet Govil
−Removed: is a director and Chief Financial Officer of SVF 3.
−Removed: Govil currently serves as a Managing Partner and Chief Financial Officer of SoftBank Investment Advisers.
−Removed: Prior to joining SoftBank, Mr.
−Removed: Govil served in senior corporate officer roles for publicly traded multinational corporations.
−Removed: At CA Technologies, Mr.
−Removed: Govil was Senior Vice President of Finance and Strategic Pricing, where he led treasury, corporate business development, pricing and business unit finance functions.
−Removed: Previously, he was Vice President of Corporate Development and Project Finance as well as Treasurer at SunPower Corporation.
−Removed: Govil also served in several capacities during his eight-year tenure at Sun Microsystems, most recently as Controller for its Microelectronics Group.
−Removed: He also held finance positions at Hewlett-Packard, Pfizer and Fortistar Capital.
−Removed: Govil currently serves as a member of the Audit Committee for the board of directors of Arm Limited, and as board director of ElevateBio, LLC, SB Investment Advisers (US) Inc., SVF Investment Corp.
−Removed: (SVFA), SVF Investment Corp.
−Removed: 2 (SVFB), and SVF Investment Corp.
−Removed: Navneet earned MBA and MEng degrees from Cornell University.
−Removed: We believe Mr.
−Removed: Govil is well qualified to serve as a member of our board of directors due to his depth of investment experience and vast network of relationships.
−Removed: Michael Carpenter
−Removed: is a director of SVF 3.
−Removed: Carpenter brings broad and deep experience in Financial Services, Capital Markets and Corporate Strategy.
−Removed: As an executive, he served as Chief Executive Officer of Ally Financial, Inc., formerly GMAC.
−Removed: From November 2009 to February 2015.
−Removed: From 2002 to 2006, he was Chairman and Chief Executive Officer of Citigroup Alternative Investments.
−Removed: From 1998 to 2002, Mr.
−Removed: Carpenter was Chairman and Chief Executive Officer of Citigroup’s Global Corporate & Investment Bank with responsibility for Salomon Smith Barney Inc.
−Removed: and Citibank’s corporate banking activities globally.
−Removed: Michael Carpenter serves on the boards of First Citizens Bancshares, Inc., Battea Class Action Services LLC, Protego Trust Bank N.A., AutoWeb, Inc., Rewards Network, Validity Capital and as Chairman of Law Finance Group.
−Removed: Carpenter received a Bachelor of Science degree from the University of Nottingham, England, and an MBA from Harvard Business School, where he was a Baker Scholar.
−Removed: He also holds an honorary degree of Doctor of Laws from the University of Nottingham.
−Removed: Michael Tobin
−Removed: is a director of SVF 3.
−Removed: Tobin is a highly successful serial technology entrepreneur & pioneer with over 30 years’ experience in the telecoms & technology sector.
−Removed: As Chief Executive, Michael Tobin OBE led TelecityGroup plc, a leading FTSE250 Technology company from 2002 to 2014.
−Removed: He grew the business organically & acquired businesses transforming the company from £6m market cap in 2002 to being a top performer in the FTSE250 worth over £2.5Bn.
−Removed: Prior to joining TelecityGroup, Tobin headed-up
−Removed: Fujitsu’s e-Commerce
−Removed: operations in Frankfurt, Germany.
−Removed: Before that, he ran ICL’s Danish outsourcing subsidiary out of Copenhagen Denmark.
−Removed: He also held several senior positions based in Paris for over 11 years including Business Development Director at International Computer Group coordinating global distribution of IT infrastructure.
−Removed: As a Non-Exec,
−Removed: he holds numerous Technology Directorships including Instrumental Ltd in London & is the Chair of AIM listed Audioboom and BigBlu Broadband plc, and also Pulsant and Ultraleap in the UK.
−Removed: In addition, he is advisor to the board at Leaseweb in the Netherlands.
−Removed: Previous notable Non-Exec roles held include PACNET in Hong Kong, ITConic in Spain, Datapipe in New York, Teraco in South Africa, and Basefarm in Norway.
−Removed: Cristiana Falcone
−Removed: is a director of SVF 3.
−Removed: Falcone has over 17 years of international experience in strategy, change management and business development for global corporations (SONY, Shell, Revlon), international governmental organizations (ILO, IFAD, FAO, UNDCCP, IADB) and the media (Radio Televisione Italiana, Gruppo Espresso, Univision, Viacom), working with and advising the most senior leadership.
−Removed: Through her role at the World Economic Forum, where she led the Media, Entertainment and Information community, and as non-executive
−Removed: director of three major companies, including TIM S.p.A.
−Removed: Falcone has established a reputation as a global leader in digital disruption and adapting to stay relevant in a rapidly changing world.
−Removed: She is committed to helping to find financially viable paths to sustainability, including through her work as a non-executive
−Removed: director at the Global Fashion Agenda.
−Removed: Since 2006, Ms.
−Removed: Falcone has been Chief Executive Officer and trustee of the JMCMRJ Sorrell Foundation and has overseen the donation of in excess of £10m to a range of causes supporting education, health, and interfaith dialogue.
−Removed: Falcone is a trustee at Tufts University, the Paley Center for Media, and Internews.
−Removed: She is an investor in tech female founders.
−Removed: Number and Terms of Office of Officers and Directors
−Removed: Our board of directors is divided into three classes, with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.
−Removed: In accordance with NASDAQ corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on NASDAQ.
−Removed: The term of office of the first class of directors, consisting of Cristiana Falcone, will expire at our first annual general meeting.
−Removed: The term of office of the second class of directors, consisting of Michael Tobin and Michael Carpenter, will expire at our second annual general meeting.
−Removed: The term of office of the third class of directors, consisting of Ioannis Pipilis and Navneet Govil, will expire at our third annual general meeting.
−Removed: Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our Founder Shares.
−Removed: In addition, prior to the completion of an initial business combination, holders of a majority of our Founder Shares may remove a member of the board of directors for any reason.
−Removed: Pursuant to the registration and shareholder rights agreement in connection with the SVF 3 IPO, our Sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for appointment to the Post-Combination Company’s Board, as long as the Sponsor holds any securities covered by such agreement.
−Removed: Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.
−Removed: Our board of directors is authorized to appoint persons to the offices including those set forth in the Articles as it deems appropriate.
−Removed: The Articles provide that our officers may consist of any chairman (or co-Chairman) of the board, vice-chairman, one or more chief executive officers, presidents, a chief financial officer, a secretary, a treasurer, vice-presidents, one or more assistant vice presidents, one ore more assistant treasurers, one or more assistant secretaries or and such other offices as may be determined by the board of directors.
−Removed: Director Independence
−Removed: NASDAQ listing standards require that a majority of our board of directors be independent.
−Removed: Our board of directors has determined that Michael Carpenter, Michael Tobin and Cristiana Falcone are “independent directors” as defined in NASDAQ listing standards.
−Removed: Our independent directors will have regularly scheduled meetings at which only independent directors are present.
−Removed: Executive Officer and Director Compensation
−Removed: None of our executive officers or directors have received any cash compensation for services rendered to us.
−Removed: Commencing on the date that our securities are first listed on NASDAQ through the earlier of consummation of our initial business combination and our liquidation, we will reimburse an affiliate of our Sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month.
−Removed: In addition, our Sponsor, executive officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses
−Removed: incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
−Removed: Our audit committee will review on a quarterly basis all payments that were made by us to our Sponsor, executive officers or directors, or their affiliates.
−Removed: Any such payments prior to an initial business combination will be made using funds held outside the Trust Account.
−Removed: Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses
−Removed: incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.
−Removed: Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our Sponsor, executive officers and directors, or their respective affiliates, prior to completion of our initial business combination.
−Removed: After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the Post-Combination Company.
−Removed: All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination.
−Removed: We have not established any limit on the amount of such fees that may be paid by the Post-Combination Company to our directors or members of management.
−Removed: It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation.
−Removed: Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.
−Removed: We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination.
−Removed: The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination.
−Removed: We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.
−Removed: Committees of the Board of Directors
−Removed: Our board of directors has three standing committees:
−Removed: an audit committee, a nominating committee and a compensation committee.
−Removed: Subject to phase-in rules
−Removed: and a limited exception, the rules of NASDAQ and Rule 10A-3 of
−Removed: the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors.
−Removed: Subject to phase-in rules
−Removed: and a limited exception, the rules of NASDAQ require that the compensation committee and the nominating committee of a listed company be comprised solely of independent directors.
−Removed: Audit Committee
−Removed: We have established an audit committee of the board of directors.
−Removed: Michael Carpenter, Michael Tobin and Cristiana Falcone serve as members of our audit committee.
−Removed: Our board of directors has determined that each of Michael Carpenter, Michael Tobin and Cristiana Falcone are independent under NASDAQ listing standards and applicable SEC rules.
−Removed: Michael Carpenter serves as the Chairman of the audit committee.
−Removed: Our audit committee will consist solely of independent directors that satisfy NASDAQ and SEC requirements within one year of the completion of the SVF 3 IPO.
−Removed: Each member of the audit committee is financially literate and our board of directors has determined that Michael Carpenter qualifies as an “audit committee financial expert” as defined in applicable SEC rules.
−Removed: The audit committee is responsible for:
−Removed: meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;
−Removed: monitoring the independence of the independent registered public accounting firm;
−Removed: verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
−Removed: inquiring and discussing with management our compliance with applicable laws and regulations;
−Removed: pre-approving
−Removed: all audit services and permitted non-audit
−Removed: services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;
−Removed: appointing or replacing the independent registered public accounting firm;
−Removed: determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
−Removed: establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;
−Removed: monitoring compliance on a quarterly basis with the terms of the SVF 3 IPO and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of the SVF 3 IPO;
−Removed: reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates.
−Removed: Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.
−Removed: Nominating Committee
−Removed: We have established a nominating committee of our board of directors.
−Removed: The members of our nominating committee are Michael Carpenter, Michael Tobin, and Cristiana Falcone.
−Removed: Michael Tobin serves as chairman of
−Removed: the nominating committee.
−Removed: Under the NASDAQ listing standards, we are required to have a nominating committee composed entirely of independent directors.
−Removed: Our board of directors has determined that each of Michael Carpenter, Michael Tobin and Cristiana Falcone are independent.
−Removed: The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors.
−Removed: The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others.
−Removed: Guidelines for Selecting Director Nominees
−Removed: The guidelines for selecting nominees, which is specified in a charter adopted by us, generally provides that persons to be nominated:
−Removed: should have demonstrated notable or significant achievements in business, education or public service;
−Removed: should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations;
−Removed: should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.
−Removed: The nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors.
−Removed: The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.
−Removed: The nominating committee does not distinguish among nominees recommended by shareholders and other persons.
−Removed: Compensation Committee
−Removed: We have established a compensation committee of our board of directors.
−Removed: The members of our compensation committee are Michael Carpenter, Michael Tobin and Cristiana Falcone.
−Removed: Michael Tobin serves as chairman of the compensation committee.
−Removed: Under NASDAQ listing standards, we are required to have a compensation committee composed entirely of independent directors.
−Removed: Our board of directors has determined that each of Michael Carpenter, Michael Tobin and Cristiana Falcone are independent.
−Removed: We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:
−Removed: reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
−Removed: reviewing and approving the compensation of all of our other Section 16 executive officers;
−Removed: reviewing our executive compensation policies and plans;
−Removed: implementing and administering our incentive compensation equity-based remuneration plans;
−Removed: assisting management in complying with our proxy statement and annual report disclosure requirements;
−Removed: approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
−Removed: producing a report on executive compensation to be included in our annual proxy statement;
−Removed: reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
−Removed: The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.
−Removed: However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by NASDAQ and the SEC.
−Removed: Compensation Committee Interlocks and Insider Participation
−Removed: None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.
−Removed: Code of Ethics
−Removed: We have adopted a Code of Ethics applicable to our directors, officers and employees.
−Removed: A copy of the Code of Ethics will be provided without charge upon request from us.
−Removed: We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.
−Removed: Conflicts of Interest
−Removed: Under Cayman Islands law, directors and officers owe the following fiduciary duties:
−Removed: duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;
−Removed: duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
−Removed: directors should not improperly fetter the exercise of future discretion;
−Removed: duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests;
−Removed: duty to exercise independent judgment.
−Removed: In addition to the above, directors also owe a duty of care which is not fiduciary in nature.
−Removed: This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.
−Removed: As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position.
−Removed: However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided
−Removed: that there is full disclosure by the directors.
−Removed: This can be done by way of permission granted in the Articles or alternatively by shareholder approval at general meetings.
−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 or she has then-current fiduciary or contractual obligations, then, he or she 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: The Articles, to the maximum extent permitted by law, provide that 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, the Articles contain provisions to exculpate and indemnify, to the maximum extent permitted by law, such persons in respect of any liability, obligation or duty to us that may arise as a consequence of such persons becoming aware of any business opportunity or failing to present such business opportunity.
−Removed: Notwithstanding the foregoing, we may, at our option, pursue an acquisition opportunity jointly with one or more entities affiliated with SoftBank Investment Advisers, including SBIA U.K., SBIA U.S.
−Removed: and their respective subsidiaries, being entities established to provide investment advisory, portfolio management, research, deal execution and similar fund advisory services (“SBIA”) and/or one or more investors in funds managed by SBIA.
−Removed: 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 fund or vehicle.
−Removed: Such an entity could include another blank check company, including SVF Investment Corp., SVF Investment Corp.
−Removed: 2, or other affiliate blank check company.
−Removed: However, we do not currently have any intention to pursue such a transaction.
−Removed: Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties, contractual obligations or other material management relationships:
−Removed: Entity’s Business
−Removed: Ioannis Pipilis
−Removed: Tier Mobility SE
−Removed: Transportation
−Removed: Supervisory Board Member;
−Removed: Keli Network Inc.
−Removed: Digital Media
−Removed: Zeus Advisory Limited
−Removed: Holding Company
−Removed: Sustainability/Consumer
−Removed: Advisory Board Member
−Removed: Navneet Govil
−Removed: RIDGE-LANE Limited Partners
−Removed: Venture Development
−Removed: Board Member of the Société L’Avenir
−Removed: SB Investment Advisers (US) Inc.
−Removed: Advisor entity
−Removed: Director and CFO
−Removed: SVF Investment Corp.
−Removed: Special Purpose Acquisition Company
−Removed: Director and CFO
−Removed: SVF Investment Corp.
−Removed: Special Purpose Acquisition Company
−Removed: Director and CFO
−Removed: ElevateBio, LLC
−Removed: Healthcare/Biotechnology
−Removed: Michael Carpenter
−Removed: AutoWeb, Inc.
−Removed: Media and Marketing Services
−Removed: Rewards Network
−Removed: Rewards and Marketing
−Removed: Client 4 Life Group LLC
−Removed: Software Company
−Removed: Validity Finance LLC
−Removed: Litigation Finance
−Removed: Law Finance Group LLC
−Removed: Litigation Finance
−Removed: Towerbrook Capital Partners
−Removed: Private Equity
−Removed: Senior Advisory Board
−Removed: Southgate Holdings LLC
−Removed: Investment Company
−Removed: Year Up, South Florida
−Removed: Protego Trust Bank N.A.
−Removed: First Citizens Bancshares, Inc.
−Removed: Entity’s Business
−Removed: Battea Class Action Services LLC
−Removed: Legal Services
−Removed: Office Services
−Removed: Michael Tobin
−Removed: Tobin Ventures Limited
−Removed: Trading Company
−Removed: Managing Director
−Removed: Copperfield Corporate Ltd
−Removed: Property Portfolio and Trading Company
−Removed: Managing Director
−Removed: BIGBLU Broadband plc
−Removed: AIM Listed Broadband Company
−Removed: Chairman of the board
−Removed: Audioboom plc
−Removed: AIM Listed Podcast Platform
−Removed: Chairman of the board
−Removed: Pulsant Data Systems Ltd
−Removed: Managed Technology Service Provider
−Removed: Chairman of the board
−Removed: Ultrasound Haptic Innovation Company
−Removed: Chairman of the board
−Removed: North C Data Centres
−Removed: Data Center Company
−Removed: Chairman of the board
−Removed: Data Center Company
−Removed: Chairman of the Board
−Removed: Business Continuity Services Provider
−Removed: Non-Executive Director
−Removed: Providing Finance and Advice to Start-ups
−Removed: Non-Executive Director
−Removed: CC35 Management Company Ltd
−Removed: Property Management Company
−Removed: Non-Executive Director
−Removed: Wonderland Restaurants Ltd
−Removed: Restaurant / Hospitality Company
−Removed: Non-Executive Director
−Removed: Listed Acquisition Company
−Removed: Non-Executive Director
−Removed: Crystal Peak Acquisition plc
−Removed: Special Purpose Acquisition Company
−Removed: Network Company
−Removed: Patchwork Health Ltd.
−Removed: Healthtech Company
−Removed: Idalina Limited
−Removed: Investment Entity
−Removed: Cristiana Falcone
−Removed: Telecommunications
−Removed: Potential investors should also be aware of the following other potential conflicts of interest:
−Removed: Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses.
−Removed: We do not intend to have any full-time employees prior to the completion of our initial business combination.
−Removed: Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs.
−Removed: Our Sponsor subscribed for Founder Shares prior to the date of the prospectus relating to SVF 3’s IPO and purchased Private Placement Shares in a transaction that closed simultaneously with the closing of the SVF 3 IPO.
−Removed: We have entered into the Forward Purchase Agreement with the Forward purchase investors who are an affiliates of our Sponsor.
−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 Class A ordinary shares held by them (including the 112,500 Public Shares currently held by our directors and officers) in connection with (i) the completion of our initial business combination, and (ii) a shareholder vote to approve an 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.
−Removed: Additionally, our Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares and will not have rights to liquidating distributions with respect to its Private Placement Shares if we fail to complete our initial business combination within the prescribed time frame.
−Removed: If we do not complete our initial business combination within the prescribed time frame, the Founder Shares and Private Placement Shares will become worthless.
−Removed: Except as described herein, our Sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares and Private Placement Shares and the Forward Purchase Investor have agreed not to transfer, assign or sell any of their Forward Purchase Shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
−Removed: day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.
−Removed: Because each of our executive officers and directors owns ordinary shares directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.
−Removed: Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination.
−Removed: In addition, 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: 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: Furthermore, in no event will our Sponsor or any of our existing officers or directors, or their respective affiliates, be 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.
−Removed: Further, commencing on the date our securities are first listed on NASDAQ, we will also reimburse an affiliate of our Sponsor for office space, secretarial and general administrative services provided to us in the amount of $10,000 per month.
−Removed: We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.
−Removed: If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution.
−Removed: In such case, our Sponsor and each member of our management team have
−Removed: agreed to vote their Founder Shares, Private Placement Shares and Public Shares in favor of our initial business combination.
−Removed: Limitation on Liability and Indemnification of Officers and Directors
−Removed: Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime.
−Removed: The Articles provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.
−Removed: We have entered into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in the Articles.
−Removed: We have purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.
−Removed: Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the Trust Account for any reason whatsoever (except to the extent they are entitled to funds from the Trust Account due to their ownership of Public Shares).
−Removed: Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination.
−Removed: Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty.
−Removed: These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders.
−Removed: Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.
−Removed: We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.
+Added: The information required under this item is incorporated herein by reference to the Company’s definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the close of the Company’s fiscal year ended September 24, 2022.
Executive Compensation
−Removed: Executive Officer and Director Compensation
−Removed: None of our executive officers or directors have received any cash compensation for services rendered to us.
−Removed: Commencing on the date that our securities are first listed on NASDAQ through the earlier of consummation of our initial business combination and our liquidation, we will reimburse an affiliate of our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month.
−Removed: In addition, our sponsor, executive officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket
−Removed: expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
−Removed: Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, executive officers or directors, or their affiliates.
−Removed: Any such payments prior to an initial business combination will be made using funds held outside the trust account.
−Removed: Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket
−Removed: expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.
−Removed: Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or their respective affiliates, prior to completion of our initial business combination.
−Removed: After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company.
−Removed: All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination.
−Removed: We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.
−Removed: It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation.
−Removed: Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.
−Removed: We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination.
−Removed: The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination.
−Removed: We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.
−Removed: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSHIP AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: The following table sets forth information regarding the beneficial ownership of our Class A ordinary shares as of the date of this Report, by:
−Removed: each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;
−Removed: each of our executive officers, directors and director nominees that beneficially owns ordinary shares;
−Removed: all our executive officers and directors as a group.
−Removed: Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them.
−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 our independent directors.
−Removed: Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible.
−Removed: The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued.
−Removed: Name and Address of Beneficial Owner (1)
−Removed: SVF Sponsor III (DE) LLC (our sponsor) (2)
−Removed: Ioannis Pipilis
−Removed: Navneet Govil
−Removed: Michael Carpenter (5)
−Removed: Michael Tobin (5)
−Removed: Cristiana Falcone (5)
−Removed: All officers, directors and director nominees as a group individuals
−Removed: Less than one percent.
−Removed: Unless otherwise noted, the business address of each of our shareholders is 1 Circle Star Way, San Carlos, California 94070, United States.
−Removed: Our Sponsor, SVF Sponsor III (DE) LLC, is a wholly-owned subsidiary of SB Investment Advisers (US) Inc.
−Removed: SB Investment Advisers (US) Inc.
−Removed: is a Delaware corporation and an investment adviser registered with the United States Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended.
−Removed: SB Investment Advisers (US) Inc.
−Removed: was formed in December 2016, and the Board of Directors consists of Navneet Govil and Ronald D.
−Removed: The immediate and ultimate parent of SB Investment Advisers (US) Inc.
−Removed: is SoftBank Group Corp., a company incorporated in Japan with the registered address at Tokyo Shidome Building, 1-9-1
−Removed: Higashi-Shimbashi.
−Removed: Tokyo, Japan.
−Removed: Masayoshi Son is the Chairman and CEO of SoftBank Group Corp.
−Removed: Interests shown includes 7,850,000 founder shares, classified as Class B ordinary shares.
−Removed: Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof.
−Removed: The shares reported above are held in the name of our sponsor.
−Removed: Our sponsor is controlled by SBIA.
−Removed: These are Class B ordinary shares.
−Removed: See footnote 3 above.
−Removed: Because of its ownership of the founder shares, our sponsor may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our amended and restated memorandum and articles of association and approval of significant corporate transactions including our initial business combination.
−Removed: Our sponsor has agreed (a) to vote any founder shares and public shares held by it in favor of any proposed business combination and (b) not to redeem any founder shares or public shares held by it in connection with a shareholder vote to approve a proposed initial business combination.
−Removed: We entered into a forward purchase agreement pursuant to which the forward purchase investor has agreed to subscribe for 15,000,000 committed forward purchase shares for $10.00 per Class A ordinary share, or $150,000,000 in the aggregate, in a private placement to close substantially concurrently with the closing of our initial business combination.
−Removed: The forward purchase agreement also provides that the forward purchase investor may elect to purchase up to an additional $50,000,000 of forward purchase shares, which will also have a purchase price of $10.00 per Class A ordinary share.
−Removed: Any elections to purchase up to 5,000,000 additional forward purchase shares will take place in one or more private placements in such amounts and at such time as the forward purchase investor determine, but no later than simultaneously with the closing of our initial business combination.
−Removed: We and the forward purchase investors may determine, by mutual agreement, to increase the number of additional forward purchase shares at any time prior to our initial business combination.
−Removed: The forward purchase agreement also provides that the forward purchase investor is entitled to registration rights with respect to (A) the forward purchase shares, and (B) any other Class A ordinary shares acquired by the forward purchase investors, including any acquisitions after we complete our initial business combination.
−Removed: Our sponsor, the forward purchase investors and our officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws.
−Removed: Transfers of Founder Shares, Private Placement Shares and Forward Purchase Shares
−Removed: The founder shares, private placement shares and the forward purchase shares are each subject to transfer restrictions pursuant to lock-up
−Removed: provisions in the agreement entered into by our sponsor and management team or the forward purchase investor.
−Removed: Our sponsor and each member of our management team and the forward purchase investor have agreed not to transfer, assign or sell any of their founder shares or forward purchase shares (as applicable) until the earliest of (a) one year after the completion of our initial business combination and (b) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
−Removed: day period commencing at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their Class A ordinary shares
−Removed: for cash, securities or other property.
−Removed: The private placement shares and forward purchase shares are not transferable or salable until 30 days after the completion of our initial business combination.
−Removed: The foregoing restrictions are not applicable to transfers (a) to our officers or directors, any affiliates or family members of any of our officers or directors, any members or partners of our sponsor or their affiliates, any affiliates of our sponsor, or any employees of such affiliates;
−Removed: (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization;
−Removed: (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;
−Removed: (d) in the case of an individual, pursuant to a qualified domestic relations order;
−Removed: (e) by private sales or transfers made in connection with the consummation of a business combination at prices no greater than the price at which the founder shares, private placement shares or Class A ordinary shares, as applicable, were originally purchased;
−Removed: (f) by virtue of our sponsor’s organizational documents upon liquidation or dissolution of our sponsor;
−Removed: (g) to the Company for no value for cancellation in connection with the consummation of our initial business combination;
−Removed: (h) in the event of our liquidation prior to the completion of our initial business combination;
−Removed: or (i) in the event of our completion of a liquidation, merger, share exchange or other similar transaction which results in all of our public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to our completion of our initial business combination;
−Removed: , however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement.
+Added: The information required under this item is incorporated herein by reference to the Company’s definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the close of the Company’s fiscal year ended September 24, 2022.
+Added: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
+Added: The information required under this item is incorporated herein by reference to the Company’s definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the close of the Company’s fiscal year ended September 24, 2022.
Certain Relationships and Related Transactions, and Director Independence
−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 our independent directors.
−Removed: These 100,000 shares shall not be subject to forfeiture in the event the underwriters’ over-allotment option is not exercised.
−Removed: The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the issued and outstanding shares upon completion of our initial public offering (excluding the private placement shares ).
−Removed: Up to 1,000,000 founder shares (other than the founder shares transferred to the two independent directors) are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised.
−Removed: The founder shares (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.
−Removed: Prior to our initial public offering, we entered into a forward purchase agreement pursuant to which the forward purchase investor, which has received commitments from funds affiliated with SBIA, agreed to subscribe to 15,000,000 committed forward purchase shares for $10.00 per share, or $150,000,000 in the aggregate, in a private placement to close substantially concurrently with the closing of our initial business combination.
−Removed: The forward purchase agreement also provides that the forward purchase investor may elect to purchase up to an additional $50,000,000 of forward purchase shares, which will also have a purchase price of $10.00 per share.
−Removed: Any elections to purchase up to 5,000,000 additional forward purchase shares will take place in one or more private placements in such amounts and at such time as the forward purchase investor determines, but no later than simultaneously with the closing of our initial business combination.
−Removed: We and the forward purchase investor may determine, by mutual agreement, to increase the number of additional forward purchase shares at any time prior to our initial business combination.
−Removed: If the sale of the forward purchase shares fails to close, for any reason, we may lack sufficient funds to consummate our initial business combination.
−Removed: The forward purchase agreement also provides that the forward purchase investor is entitled to registration rights with respect to their (A) forward purchase shares, and (B) any other Class A ordinary shares acquired by the forward purchase investor, including any time after we complete our initial business combination.
−Removed: Please see “Description of Securities—Registration Rights” for additional information.
−Removed: If any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any 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 opportunity to such entity.
−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 officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.
−Removed: 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
−Removed: with 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: Such an entity could include another blank check company, including SVF Investment Corp., SVF Investment Corp.
−Removed: 2, or other affiliate blank check company.
−Removed: However, we do not currently have any intention to pursue such a transaction.
−Removed: We currently maintain our executive offices at 1 Circle Star Way, San Carlos, California 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, general administrative and support services, commencing on the date that our securities are first listed on NASDAQ.
−Removed: Upon completion of our initial business combination or our liquidation, we will cease these monthly fees.
−Removed: No compensation of any kind, including finder’s and consulting fees, will be paid to our sponsor, officers and directors, or their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination.
−Removed: However, these individuals will be reimbursed for any out-of-pocket
−Removed: expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
−Removed: Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers, directors or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed.
−Removed: There is no cap or ceiling on the reimbursement of out-of-pocket
−Removed: expenses incurred by such persons in connection with activities on our behalf.
−Removed: Prior to our initial public offering, our sponsor agreed to loan us up to $300,000 to be used for a portion of the expenses of the initial public offering.
−Removed: These loans were non-interest
−Removed: bearing, unsecured and were paid at the closing of our initial public offering
−Removed: In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.
−Removed: If we complete an initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us.
−Removed: In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.
−Removed: Up to $2,000,000 of such loans may be convertible into Class A ordinary shares at a price of $10.00 per share at the option of the lender.
−Removed: The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.
−Removed: We do not expect to seek loans from parties other than our sponsor, its affiliates or our management team as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
−Removed: After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders.
−Removed: It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.
−Removed: We have entered into a registration and shareholder rights agreement pursuant to which our sponsor will be entitled to certain registration rights with respect to the private placement shares, and the Class A ordinary shares upon conversion of the founder shares, and, upon consummation of our initial business combination, to nominate three individuals for appointment to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement.
−Removed: In addition, pursuant to the forward purchase agreement, we have agreed that we will use our commercially reasonable efforts to (i) within 30 days after the closing of the initial business combination, file a registration statement with the SEC for a secondary offering of (A) the forward purchase shares, and (B) any other Class A ordinary shares acquired by the forward purchase investor, including any acquisitions after we complete our initial business combination, (ii) cause such registration statement to be declared effective promptly thereafter, but in no event later than 90 days after the closing of the initial business combination and (iii) maintain the effectiveness of such registration statement and to ensure the registration statement does not contain a material omission or misstatement, including by way of amendment or other update, as required, until the earlier of (A) the date on which the forward purchase investor ceases to hold the securities covered thereby and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act, subject to certain conditions and limitations set forth in the forward purchase agreement.
−Removed: We will bear the expenses incurred in connection with the filing of any such registration statements.
−Removed: We have entered into an agreement to indemnify our Sponsor and its affiliates including Softbank from any claims made by the Company or a third party in respect of any investment opportunities sourced by them, any liability arising with respect to their activities in connection with our affairs, and for any services that are provided without a separate written agreement between us and any such party.
−Removed: Such indemnity provides that the indemnified parties cannot access the funds held in our trust account.
−Removed: Policy for Approval of Related Party Transactions
−Removed: The audit committee of our board of directors have adopted a charter, providing for the review, approval and/or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K
−Removed: as promulgated by the SEC, by the audit committee.
−Removed: At its meetings, the audit committee shall be provided with the details of each new, existing, or proposed related party transaction, including the terms of the transaction, any contractual restrictions that the company has already committed to, the business purpose of the transaction, and the benefits of the transaction to the company and to the relevant related party.
−Removed: Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chairman of the committee, participate in some or all of the committee’s discussions of the related party transaction.
−Removed: Upon completion of its review of the related party transaction, the committee may determine to permit or to prohibit the related party transaction.
−Removed: PRINCIPAL ACCOUNTANT FEES AND SERVICES
−Removed: The following is a summary of fees paid or to be paid to Marcum LLP or Marcum, for services rendered.
−Removed: Audit fees consist of fees for professional services rendered for the audit of our year ended December 31, 2021 consolidated financial statements, for the review of our quarterly financial statements, and for services that are normally provided by Marcum in connection with regulatory filings.
−Removed: The aggregate fees for Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information and other required filings with the SEC for year ended December 31, 2021 totaled $99,910.
−Removed: The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.
−Removed: Audit-Related Fees:
−Removed: Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.
−Removed: We did not pay Marcum for consultations concerning financial accounting and reporting standards for the year ended December 31, 2021.
−Removed: We did not pay Marcum for tax planning and tax advice for the year ended December 31, 2021.
−Removed: All Other Fees:
−Removed: We did not pay Marcum for other services for the year ended December 31, 2021.
−Removed: Policies and Procedures
−Removed: In accordance with the Sarbanes-Oxley Act, our audit committee charter requires the audit committee to pre-approve
−Removed: all audit and permitted non-audit
−Removed: services provided by our independent registered public accounting firm, including the review and approval in advance of our independent registered public accounting firm’s annual engagement letter and the proposed fees contained therein.
−Removed: The audit committee has the ability to delegate the authority to pre-approve
−Removed: services to one or more designated members of the audit committee.
−Removed: If such authority is delegated, such delegated members of the audit committee must report to the full audit committee at the next audit committee meeting all items preapproved by such delegated members.
−Removed: Since the Company became a publicly listed company all of the services performed by our independent registered public accounting firm were pre-approved
−Removed: by the audit committee.
+Added: The information required under this item is incorporated herein by reference to the Company’s definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the close of the Company’s fiscal year ended September 24, 2022.
+Added: Principal Accounting Fees and Services
+Added: The information required under this item is incorporated herein by reference to the Company’s definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after the close of the Company’s fiscal year ended September 24, 2022.
Exhibits, Financial Statement Schedules
−Removed: (a) The following documents are filed as part of this Annual Report:
−Removed: (1) Consolidated Financial Statements
−Removed: We hereby file as part of this Annual Report the exhibits listed in the attached Exhibit Index.
−Removed: Agreement and Plan of Merger, dated as of December 12, 2021, by and among Warehouse, SVF 3, Symbotic Holdings and Merger Sub (incorporated by reference to Exhibit 2.1 to the SVF’s Current Report on Form 8-K filed with the SEC on December 13, 2021).
−Removed: Amended and Restated Memorandum of Association (incorporated by reference to Exhibit 3.1 to the SVF’s Current Report on Form 8-K filed with the SEC on March 12, 2021).
−Removed: Description of Securities
−Removed: Private Placement Shares Purchase Agreement, dated March 8, 2021, between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 12, 2021).
−Removed: Investment Management Trust Agreement, dated March 8, 2021, between the Registrant and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 12, 2021).
−Removed: Registration and Shareholder Rights Agreement, dated March 8, 2021, between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 12, 2021).
−Removed: Letter Agreement, dated March 8, 2021, among the Registrant, the Sponsor and each director and executive officer of the Registrant (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 12, 2021).
−Removed: Administrative Services Agreement, dated March 8, 2021, between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 12, 2021).
−Removed: Forward Purchase Agreement, dated March 8, 2021, between the Registrant and SVF II SPAC Investment 3 (DE) LLC (incorporated by reference to Exhibit 10.6 to the SVF’s Current Report on Form 8-K filed with the SEC on March 12, 2021)..
−Removed: Indemnity Agreement, dated March 8, 2021, between the Registrant and Ioannis Pipilis (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 12, 2021).
−Removed: Indemnity Agreement, dated March 8, 2021, between the Registrant and Navneet Govil (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 12, 2021).
−Removed: Indemnity Agreement, dated March 8, 2021, between the Registrant and Michael Carpenter (incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 12, 2021).
−Removed: Indemnity Agreement, dated March 8, 2021, between the Registrant and Michael Tobin (incorporated by reference to Exhibit 10.10 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 12, 2021).
−Removed: Securities Subscription Agreement, dated December 14, 2020, between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.6 to the Registrant’s registration statement on Form S-1 filed with the SEC on February 5, 2021).
−Removed: Promissory Note, dated December 14, 2020, between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.5 to the Registrant’s registration statement on Form S 1 filed with the SEC on February 5, 2021).
−Removed: Loan Agreement, dated as of August 10, 2021, between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2021).
−Removed: Amendment Letter, dated as of November 9, 2021, between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2021).
−Removed: Indemnity Agreement, dated as of August 10, 2021, between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on January 26, 2022).
−Removed: List of Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 of SVF’s Registration Statement on Form S-4:
−Removed: 333-262529 filed with the SEC on March 4, 2022).
−Removed: Certification of the Registrant’s Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification of the Registrant’s Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification of the Registrant’s Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C.
+Added: Financial Statements (included in Item 8 of this Annual Report on Form 10-K):
+Added: • Report of Independent Registered Public Accounting Firm
+Added: • Consolidated Balance Sheets as of September 24, 2022 and September 29, 2021
+Added: • Consolidated Statements of Operations for the years ended September 24, 2022 and September 29, 2021
+Added: • Consolidated Statements of Comprehensive Loss for the years ended September 24, 2022, September 29, 2021 and September 26, 2020
+Added: • Consolidated Statements of Changes in Redeemable Preferred and Common Units and Equity (Deficit) for the years ended September 24, 2022, September 29, 2021 and September 26, 2020
+Added: • Consolidated Statements of Cash Flows for the years ended September 24, 2022, September 29, 2021 and September 26, 2020
+Added: • Notes to Consolidated Financial Statements
+Added: Financial Statement Schedules
+Added: Financial statements schedules are omitted as they are either not required or the information is otherwise included in the consolidated financial statements.
+Added: These exhibits listed below are filed or incorporated by reference into this Report.
+Added: Incorporated by Reference
+Added: Exhibit Description Form Exhibit Filing Date
+Added: 2.1++ Agreement and Plan of Merger, dated as of December 12, 2021, by and among SVF Investment Corp.
+Added: 3, Warehouse Technologies LLC, Symbotic Holdings LLC and Saturn Acquisition (DE) Corp.
+Added: 8-K 2.1 12/13/2021
+Added: 3.1 Certificate of Incorporation of Symbotic Inc.
+Added: 8-K 3.1 6/13/2022
+Added: 3.2 Bylaws of Symbotic Inc.
+Added: 8-K 3.2 6/13/2022
+Added: 4.1++ Warrant to Purchase Common Units, dated as of June 7, 2022, between Symbotic Holdings LLC and Walmart Inc.
+Added: 8-K 4.1 6/13/2022
+Added: 4.2 Description of Securities of Symbotic Inc.
+Added: 10.1++ Amended and Restated Registration Rights Agreement, dated as of June 7, 2022, by and among Symbotic Inc., SVF Sponsor III (DE) LLC, certain legacy directors of SVF Investment Corp.
+Added: 3, and certain directors, officers and stockholders of Symbotic Inc.
+Added: 8-K 10.1 6/13/2022
+Added: 10.2 Tax Receivable Agreement, dated as of June 7, 2022, by and among Symbotic Inc., Symbotic Holdings LLC and certain members of Symbotic Holdings LLC.
+Added: 8-K 10.2 6/13/2022
+Added: 10.3++ Second Amended and Restated Limited Liability Agreement of Symbotic Holdings LLC, dated as of June 7, 2022.
+Added: 8-K 10.3 6/13/2022
+Added: 10.4# Form of Indemnification Agreement, by and between Symbotic Inc.
+Added: and each of its directors and executive officers.
+Added: 8-K 10.4 6/13/2022
+Added: 10.5# Symbotic Inc.
+Added: 2022 Omnibus Incentive Compensation Plan.
+Added: 8-K 10.5 6/13/2022
+Added: 10.6# Form of Restricted Stock Unit Award Agreement under the Symbotic Inc.
+Added: 2022 Omnibus Incentive Compensation Plan.
+Added: 8-K 10.6 6/13/2022
+Added: 10.7# Form of Performance-Based Restricted Stock Unit Award Agreement under the Symbotic Inc.
+Added: 2022 Omnibus Incentive Compensation Plan.
+Added: 8-K 10.7 6/13/2022
+Added: 10.8# Symbotic Inc.
+Added: 2022 Employee Stock Purchase Plan.
+Added: 8-K 10.8 6/13/2022
+Added: 10.9# Symbotic LLC / Warehouse Technologies, LLC 2012 Value Appreciation Plan.
+Added: S-4 10.26 3/23/2022
+Added: 10.10# Symbotic LLC / Symbotic Canada ULC / Warehouse Technologies LLC Amended and Restated 2018 Long Term Incentive Plan.
+Added: S-4 10.27 3/23/2022
+Added: 10.11# Offer Letter, dated as of March 24, 2022, by and between Symbotic LLC and Michael J.
+Added: S-4 10.28 4/22/2022
+Added: 10.12 Forward Purchase Agreement, dated March 8, 2021, by and between SVF Investment Corp.
+Added: 3 and SVF II SPAC Investment 3 (DE) LLC.
+Added: 8-K 10.6 3/12/2021
+Added: 10.13 Form of Subscription Agreement.
+Added: 8-K 10.1 12/13/2021
+Added: 10.14 Sponsor Letter Agreement, dated December 12, 2021, by and among SVF Investment Corp.
+Added: 3, Warehouse Technologies LLC, SVF Sponsor III (DE) LLC and certain directors and officers of SVF Investment Corp.
+Added: 8-K 10.3 12/13/2021
+Added: 10.15++ Unit Purchase Agreement, dated December 12, 2021, by and among SVF Investment Corp.
+Added: 3, Warehouse Technologies LLC, Symbotic Holdings LLC, RJJRP Holdings, Inc., RBC 2021 4 Year GRAT 4 (U/A March 31, 2021) and RBC Millennium Trust (U/A June 19, 2000).
+Added: 8-K 10.5 12/13/2021
+Added: 10.16++^ Second Amended and Restated Master Automation Agreement, dated as of May 20, 2022, by and among Walmart Inc., Symbotic LLC and Warehouse Technologies LLC.
+Added: S-4 10.32 5/23/2022
+Added: 10.17# Offer Letter, dated as of April 21, 2017, by and between Symbotic LLC and Michael Dunn.
+Added: 8-K 10.17 6/13/2022
+Added: 10.18# Offer Letter, dated as of September 1, 2020, by and between Symbotic LLC and Thomas Ernst.
+Added: 8-K 10.18 6/13/2022
+Added: 10.19 Investment and Subscription Agreement, dated as of December 12, 2021, by and between Warehouse Technologies LLC and Walmart, Inc.
+Added: S-4 10.33 5/23/2022
+Added: 14.1 Code of Business Conduct and Ethics of Symbotic Inc.
+Added: 8-K 14.1 6/13/2022
+Added: 21.1 List of Subsidiaries of Symbotic Inc.
+Added: 8-K 21.1 6/13/2022
+Added: 23.1 Consent of Grant Thornton LLP.
+Added: 31.1 Certification of the Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.
+Added: 31.2 Certification of the Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.
+Added: 32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2022.
−Removed: Certification of the Registrant’s Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C.
+Added: 32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2022.
−Removed: Inline XBRL Instance Document.
−Removed: Inline XBRL Taxonomy Extension Schema Document.
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document.
−Removed: Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
−Removed: Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K
−Removed: Item 601(a)(5).
+Added: 101.INS Inline Instance Document
+Added: 101.SCH Inline Taxonomy Extension Schema Document
+Added: 101.CAL Inline Taxonomy Extension Calculation Linkbase Document
+Added: 101.DEF Inline Taxonomy Extension Definition Linkbase Document
+Added: 101.LAB Inline Taxonomy Extension Label Linkbase Document
+Added: 101.PRE Inline Taxonomy Extension Presentation Linkbase Document
+Added: 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
+Added: # Indicates management contract or compensatory plan
+Added: ++ Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).
The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
−Removed: Not applicable.
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this Annual Report on Form 10-K
−Removed: to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: SVF Investment Corp.
−Removed: /s/ Ioannis Pipilis
−Removed: Ioannis Pipilis
−Removed: Chairman and Chief Executive Officer
−Removed: Pursuant to the requirements of the Exchange Act of 1934, as amended, this Annual Report on Form
−Removed: has been signed below by the following persons in the capacities indicated:
−Removed: /s/ Ioannis Pipilis
−Removed: Ioannis Pipilis
−Removed: Chairman and Chief Executive Officer
−Removed: March 23, 2022
−Removed: /s/ Navneet Govil
−Removed: Navneet Govil
−Removed: Director and Chief Financial Officer
−Removed: March 23, 2022
−Removed: /s/ Michael Carpenter
−Removed: Michael Carpenter
−Removed: March 23, 2022
−Removed: /s/ Michael Tobin
−Removed: Michael Tobin
−Removed: March 23, 2022
−Removed: /s/ Cristiana Falcone
−Removed: Cristiana Falcone
−Removed: March 23, 2022
−Removed: Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688)
−Removed: Consolidated Financial Statements:
−Removed: Consolidated Balance Sheets as of December 31, 2021 and 2020
−Removed: Consolidated Statements of Operations for the Year Ended December 31, 2021 and for the period from December 11, 2020 (inception) through December 31, 2020
−Removed: Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Year Ended December 31, 2021 and for the period from December 11, 2020 (inception) through December 31, 2020
−Removed: Consolidated Statements of Cash Flows for the Year Ended December 31, 2021 and for the period from December 11, 2020 (inception) through December 31, 2020
−Removed: Notes to the Consolidated Financial Statements
−Removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Shareholders and Board of Directors of
−Removed: SVF Investment Corp.
−Removed: Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of SVF Investment Corp.
−Removed: 3 (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, shareholders’ equity (deficit) and cash flows for the year ended December 31, 2021 and the period from December 11, 2020 (inception) through December 31, 2020, and the related notes (collectively referred to as the “financial statements”).
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the year ended December 31, 2021 and the period from December 11, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.
−Removed: Explanatory Paragraph – Going Concern
−Removed: The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.
−Removed: As more fully described in Note 1, the Company has until March 11, 2023 to consummate a Business Combination.
−Removed: If a Business Combination is not consummated by the required date, then the Company will cease all operations except for the purpose of liquidating.
−Removed: The Company has limited capital resources and will need additional financing to sustain operations for a reasonable period of time, which is considered to be on year from the issuance date of the financial statements.
−Removed: These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
−Removed: Management’s plans with regard to these matters are also described in Note 1.
−Removed: The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
−Removed: Basis for Opinion
−Removed: These financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audits in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
−Removed: The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
−Removed: Accordingly, we express no such opinion.
−Removed: Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the over all presentation of the financial statements.
−Removed: We believe that our audits provide a reasonable basis for our opinion.
−Removed: /s/ Marcum LLP
−Removed: We have served as the Company’s auditor since 2020.
−Removed: SVF INVESTMENT CORP.
−Removed: BALANCE SHEETS
−Removed: Current assets:
−Removed: Prepaid expenses - current
−Removed: Total current assets
−Removed: Prepaid expenses - long ter m
−Removed: Investments held in Trust Account
−Removed: Deferred offering costs associated with the initial public offering
−Removed: Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)
−Removed: Current liabilities:
−Removed: Accounts payable
−Removed: Accrued expenses
−Removed: Due to related party
−Removed: Note payable—related party
−Removed: Total current liabilities
−Removed: Deferred underwriting commissions
−Removed: Total liabilities
−Removed: Commitments and Contingencies
−Removed: Class A ordinary shares subject to possible redemption, $ 0.0001 par value;
−Removed: 32,000,000 and - 0 -
−Removed: shares issued and outstanding, at $ 10.00 per share as of December 31, 2021 and 2020, respectively
−Removed: Shareholders’ Equity (Deficit)
−Removed: Preference shares, $ 0.0001 par value;
−Removed: 1,000,000 shares authorized;
−Removed: no ne issued and outstanding
−Removed: Class A ordinary shares, $ 0.0001 par value;
−Removed: 200,000,000 shares authorized;
−Removed: 1,040,000 and - 0 -
−Removed: shares issued and outstanding as of December 31, 2021 (excluding 32,000,000 shares subject to possible redemption) and December 31, 2020, respectively
−Removed: Class B ordinary shares, $ 0.0001 par value;
−Removed: 20,000,000 shares authorized;
−Removed: 8,000,000 shares issued and outstanding as of December 31, 2021 and 2020, respectively
−Removed: Additional paid-in
−Removed: Accumulated deficit
−Removed: Total shareholders’ equity (deficit)
−Removed: Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)
−Removed: The accompanying notes are an integral part of these consolidated financial statements.
−Removed: SVF INVESTMENT CORP.
−Removed: CONSOLIDATED STATEMENTS OF OPERATIONS
−Removed: For the Year Ended
−Removed: December 31, 2021
−Removed: For the period from
−Removed: December 11, 2020
−Removed: December 31, 2020
−Removed: General and administrative expenses
−Removed: General and administrative expenses—related party
−Removed: Loss from operations
−Removed: Income from investments held in Trust Account
−Removed: Basic and diluted weighted average shares outstanding of Class A ordinary shares
−Removed: subject to possible redemption
−Removed: Basic and diluted net loss per ordinary share, Class A ordinary shares subject to
−Removed: possible redemption
−Removed: Basic and diluted weighted average shares outstanding of non-redeemable
−Removed: Basic and diluted net loss per ordinary share, non-redeemable
−Removed: ordinary shares
−Removed: This number excludes an aggregate of up to 1,000,000 Class B ordinary shares (other than the founder shares transferred to the two independent directors) subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.
−Removed: The accompanying notes are an integral part of these consolidated financial statements.
−Removed: SVF INVESTMENTCORP.
−Removed: CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
−Removed: FOR THE YEAR ENDED DECEMBER 31, 2021
−Removed: Ordinary Shares
−Removed: Shareholders’
−Removed: Equity (Deficit)
−Removed: Balance—December 31, 2020
−Removed: Sale of private placement shares to Sponsor in private placement
−Removed: Accretion of Class A ordinary shares subject to redemption
−Removed: Balance—December 31, 2021
−Removed: FOR THE PERIOD FROM DECEMBER 11, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020
−Removed: Ordinary Shares
−Removed: Shareholders’
−Removed: Equity (Deficit)
−Removed: Balance—December 11, 2020 (inception)
−Removed: Issuance of Class B ordinary shares to Sponsor
−Removed: Balance—December 31, 2020
−Removed: The accompanying notes are an integral part of these consolidated financial statements.
−Removed: SVF INVESTMENT CORP.
−Removed: CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: For the Year Ended
−Removed: December 31, 2021
−Removed: For the period from
−Removed: December 11, 2020
−Removed: (inception) through
−Removed: December 31, 2020
−Removed: Cash Flows from Operating Activities:
−Removed: Adjustments to reconcile Net loss to net cash used in operating activities:
−Removed: Income from investments held in Trust Account
−Removed: General and administrative expenses paid by related party under note payable
−Removed: Changes in operating assets and liabilities:
−Removed: Prepaid expenses
−Removed: Accounts payable
−Removed: Accrued expenses
−Removed: Due to related party
−Removed: Net cash used in operating activities
−Removed: Cash Flows from Investing Activities:
−Removed: Cash deposited in Trust Account
−Removed: ( 320,000,000
−Removed: Net cash used in investing activities
−Removed: ( 320,000,000
−Removed: Cash Flows from Financing Activities:
−Removed: Repayment of note payable to related party
−Removed: Proceeds received from initial public offering, gross
−Removed: Proceeds received from private placement
−Removed: Offering costs paid
−Removed: Net cash provided by financing activities
−Removed: Net decrease in cash
−Removed: Cash—beginning of the period
−Removed: Cash—end of the period
−Removed: Supplemental disclosure of noncash investing and financing activities:
−Removed: Offering costs included in accounts payable
−Removed: Offering costs included in accrued expenses
−Removed: Offering costs paid by related party under note payable—Related Party
−Removed: Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares
−Removed: Offering costs included in due to related party
−Removed: Reversal of offering costs included in accrued expenses in prior year
−Removed: Prepaid expenses paid by related party through note payable
−Removed: Outstanding accounts payable balance paid by related party under note payable
−Removed: Deferred underwriting commissions
−Removed: The accompanying notes are an integral part of these consolidated financial statements.
−Removed: Note 1—Description of Organization and Business Operations
−Removed: SVF Investment Corp.
−Removed: 3, formerly known as SVF Investment III Corp., (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on December 11, 2020.
−Removed: The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”).
−Removed: As of December 31, 2021, the Company had not yet commenced operations.
−Removed: All activities for the period from December 11, 2020 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination.
−Removed: The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.
−Removed: The Company will generate non-operating
−Removed: income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering.
−Removed: The Company’s fiscal year end is December 31.
−Removed: The Company’s sponsor is SVF Sponsor III (DE) LLC, a Delaware limited liability company (“Sponsor”).
−Removed: The registration statement for the Company’s Initial Public Offering was declared effective on March 8, 2021.
−Removed: On March 11, 2021, the Company consummated its Initial Public Offering of 32,000,000 Class A ordinary shares (the “Public Shares”), including the 4,000,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $ 10.00 per Public Share, generating gross proceeds of $ 320.0 million, and incurring offering costs of approximately $ 18.1 million, of which approximately $ 11.2 million was for deferred underwriting commissions (see Note 5).
−Removed: On April 22, 2021, the underwriters made a payment to the Company in an amount of $ 640,000 to reimburse certain of the expenses in connection with its Initial Public Offering.
−Removed: Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 1,040,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $ 10.00 per Private Placement Share to the Sponsor, generating gross proceeds of $ 10.4 million (see Note 4).
−Removed: Upon the closing of the Initial Public Offering, management agreed that an amount equal to at least $ 10.00 per Public Share sold in the Initial Public Offering, including the proceeds of the Private Placement Shares, will be held in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7
−Removed: promulgated under the Investment Company Act which invest only in direct U.S.
−Removed: government treasury obligations, as determined by the Company, until the earlier of:
−Removed: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.
−Removed: The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.
−Removed: The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80 % of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination.
−Removed: However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.
−Removed: The Company provides its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in
−Removed: connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.
−Removed: The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.
−Removed: The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (at $ 10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).
−Removed: The per-share
−Removed: amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7).
−Removed: All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s Amended and Restated Memorandum and Articles of Association.
−Removed: In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480-10-S99,
−Removed: redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity.
−Removed: Given that the Public Shares will be issued with Public Warrants, the initial carrying value of ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with FASB ASC 470-20.
−Removed: The Public Shares are subject to FASB ASC 480-10-S99.
−Removed: If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.
−Removed: The Company has elected to recognize the changes immediately.
−Removed: The ordinary shares subject to possible redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination.
−Removed: If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which will be adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S.
−Removed: Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination.
−Removed: If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.
−Removed: Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.
−Removed: If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination.
−Removed: In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.
−Removed: In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor.
−Removed: Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with
−Removed: whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.
−Removed: The Company’s Sponsor, executive officers, directors and director nominees agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100 % of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.
−Removed: If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 11, 2023 (the “Combination Period”), the Company will (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 the Company to fund Regulatory Withdrawals (as defined in the Company’s Amended and Restated Memorandum and Articles of Association), subject to an annual limit of $250,000, for a maximum of 24
−Removed: /or to pay its income taxes, if any
−Removed: (less up to $
−Removed: 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 the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
−Removed: In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses).
−Removed: The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period.
−Removed: However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period.
−Removed: The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares.
−Removed: In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $ 10.00 per share initially held in the Trust Account.
−Removed: In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds 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 share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including
−Removed: liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
−Removed: In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.
−Removed: The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
−Removed: Proposed Business Combination
−Removed: On December 12, 2021, (a) the Company and Saturn Acquisition (DE) Corp.
−Removed: (“Merger Sub”), a wholly owned subsidiary of the Company, entered into an Agreement and Plan of Merger (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) with Warehouse Technologies LLC (“Warehouse”) and Symbotic Holdings LLC, a wholly owned subsidiary of Warehouse (“Symbotic Holdings”), and (b) Warehouse and Symbotic Holdings entered into an Agreement and Plan of Merger (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Company Merger Agreement”).
−Removed: If the Company Merger Agreement, the Merger Agreement, the transactions contemplated thereby are adopted by the Company’s shareholders and Warehouse’s unitholders, as applicable, (i) Warehouse will merge with and into Symbotic Holdings, with Symbotic Holdings surviving the merger (sometimes hereinafter
−Removed: referred to as “Interim Symbotic”) and (ii) immediately thereafter, Merger Sub will merge with and into Interim Symbotic (the “Merger,” and, together with the Domestication and the other transactions contemplated by the Merger Agreement, the “Business Combination”), with Interim Symbotic surviving the merger as a subsidiary of the Post-Combination Company (“New Symbotic Holdings”).
−Removed: Prior to the consummation of the Merger, the Company will transfer by way of continuation from the Cayman Islands and domesticate as a Delaware corporation (the “Domestication”).
−Removed: Following the Domestication and simultaneously with the Business Combination, the Company will change its corporate name to “Symbotic Inc.” (the “Post-Combination Company” or “Symbotic Inc.”).
−Removed: In connection with the execution of the Merger Agreement, the Company entered into Subscription Agreements (the “Subscription Agreements”) with certain parties subscribing for shares of the Post-Combination Company’s Class A common stock (the “Subscribers”) pursuant to which the Subscribers have agreed to purchase, and the Company has agreed to sell the Subscribers, an aggregate of 20,500,000 shares of the Post-Combination Company’s Class A common stock, at a purchase price of $ 10.00 per share for an aggregate purchase price of $ 205,000,000 .
−Removed: The obligations to consummate the transactions contemplated by the Subscription Agreements are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Merger Agreement.
−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 Company, 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 Common
−Removed: 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, the Company 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 (the “ Transactions
−Removed: ”) 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: Refer to the Current Report on Form 8-K,
−Removed: filed with the SEC on December 13, 2021 for additional information.
−Removed: Liquidity and Going Concern
−Removed: As of December 31, 2021, the Company had approximately $ 813,000 in its operating bank account and working capital deficit of approximately $ 2.5 million.
−Removed: Prior to the completion of the Initial Public Offering, the Company’s liquidity needs were satisfied through the payment by the Company’s Sponsor of $ 25,000 for certain offering costs on the Company’s behalf in exchange for the issuance of the Founder Shares, and borrowings under the Company’s promissory note with its Sponsor of $ 300,000 as well as additional advances of approximately $ 114,000 .
−Removed: The Company fully repaid the Note balance and the advance from the Sponsor as of December 31, 2021.
−Removed: Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs were satisfied with a portion of the proceeds of $ 10.4 million from the consummation of the Private Placement not held in the Trust Account.
−Removed: In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4).
−Removed: On August 10, 2021 the Sponsor agreed to loan the Company $ 2.0 million as the Working Capital Loan.
−Removed: On November 9, 2021 the Sponsor and the Company agreed to amend this loan to increase the commitment by $ 1.0 million.
−Removed: As of December 31, 2021 and December 31, 2020, there were no amounts outstanding under any Working Capital Loans.
−Removed: In connection with the Company’s assessment of going concern considerations management has determined that the mandatory liquidation and subsequent dissolution if the Company is unable to complete a Business Combination with 24 months from closing of the Initial Public Offering, or March 11, 2023, raises substantial doubt about the Company’s ability to continue as a going concern for a period of time which is considered to be one year from the issuance of these financial statements.
−Removed: The consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
−Removed: Risks and Uncertainties
−Removed: Management continues to evaluate the impact of the COVID-19
−Removed: pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements.
−Removed: The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
−Removed: Note 2—Basis of Presentation and Summary of Significant Policies
−Removed: Basis of presentation
−Removed: The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S.
−Removed: Securities and Exchanges Commission (“SEC”).
−Removed: Emerging Growth Company Status
−Removed: The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may 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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
−Removed: Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
−Removed: The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
−Removed: growth companies but any such an election to opt out is irrevocable.
−Removed: The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
−Removed: This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
−Removed: Use of Estimates
−Removed: The preparation of consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets, liabilities and expenses at the date of the financial statements
−Removed: Making estimates requires management to exercise significant judgment.
−Removed: It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.
−Removed: Accordingly, the actual results could differ significantly from those estimates.
−Removed: Cash and Cash Equivalents
−Removed: The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
−Removed: The Company had no cash equivalents held outside the Trust Account as of December 31, 2021 and 2020.
−Removed: Concentration of Credit Risk
−Removed: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation
−Removed: coverage limit of $
−Removed: 250,000 and investments held in the Trust Account.
−Removed: As of December
−Removed: 2020 , the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
−Removed: Investments Held in Trust Account
−Removed: The Company’s portfolio of investments is comprised of U.S.
−Removed: government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S.
−Removed: government securities and generally have a readily determinable fair value, or a combination thereof.
−Removed: When the Company’s investments held in the Trust Account are comprised of U.S.
−Removed: government securities, the investments are classified as trading securities.
−Removed: When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value.
−Removed: Trading securities and investments in money market funds are presented on the accompanying balance sheets at fair value at the end of each reporting period.
−Removed: Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying statements of operations.
−Removed: The estimated fair values of investments held in the Trust Account are determined using available market information.
−Removed: Fair Value of Financial Instruments
−Removed: The fair value of the Company’s assets and liabilities equal or approximate the carrying amounts represented in the accompanying balance sheets.
−Removed: Fair Value Measurements
−Removed: Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date.
−Removed: GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
−Removed: The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
−Removed: These tiers consist of:
−Removed: Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
−Removed: Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;
−Removed: Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
−Removed: In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.
−Removed: In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
−Removed: As of December 31, 2021 and 2020, the carrying values of cash, prepaid expense, due from related party, accounts payable, accrued expenses, due to related party and note payable to related party approximate their fair values due to the short-term nature of the instruments.
−Removed: The fair value of investments held in Trust Account is determined using quoted prices in active markets.
−Removed: Offering Costs Associated with the Initial Public Offering
−Removed: Offering costs consist of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering.
−Removed: Offering costs were allocated between the Private Placement Shares and the Public Shares based on a relative fair value basis, compared to total proceeds received.
−Removed: Additionally, at the Initial Public Offering, offering costs allocated to the Public Shares were charged against temporary equity and offering costs allocated to the Private Placement Shares were charged against shareholders’ equity (deficit).
−Removed: Deferred underwriting commissions are classified as non-current
−Removed: liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
−Removed: Class A Ordinary Shares Subject to Possible Redemption
−Removed: The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480.
−Removed: Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.
−Removed: Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.
−Removed: At all other times, Class A ordinary shares are classified as shareholders’ equity (deficit).
−Removed: The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.
−Removed: Accordingly, at the Initial Public Offering and as of December 31, 2021, 32,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity (deficit) section of the Company’s balance sheets.
−Removed: The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period.
−Removed: Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value.
−Removed: The change in the carrying value of redeemable shares of Class A ordinary shares resulted in charges against additional paid-in
−Removed: capital and accumulated deficit.
−Removed: As of December 31, 2021, the Company recorded an adjustment to present the redeemable Class A ordinary shares at redemption value of $ 17,455,524 , of which $
−Removed: 10,407,979 was recorded against additional paid-in
−Removed: capital and $ 7,047,545 was recorded in accumulated deficit.
−Removed: The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes.
−Removed: Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax
−Removed: laws and rates applicable to the periods in which the differences are expected to affect taxable income.
−Removed: Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
−Removed: ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.
−Removed: For those benefits to be recognized, a tax position must be more-likely-than-not
−Removed: to be sustained upon examination by taxing authorities.
−Removed: The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction.
−Removed: The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.
−Removed: There were no unrecognized tax benefits and no
−Removed: amounts accrued for interest and penalties as of December 31, 2021.
−Removed: The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
−Removed: The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.
−Removed: As such, the Company’s tax provision was zero for the period presented.
−Removed: Net Loss per Ordinary Share
−Removed: The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata between Class A ordinary shares subject to possible redemption and non-redeemable
−Removed: ordinary shares.
−Removed: Net loss per ordinary share is calculated by dividing the net loss by the weighted-average number of ordinary shares outstanding for the respective period.
−Removed: Non-redeemable ordinary shares include Founder Shares and Private Placement Shares as these shares do not have any redemption features.
−Removed: Diluted net loss per share is the same as basic net loss per share for the Year Ended December 31, 2021 and for the period from December 11, 2020 (inception) through December 31, 2020.
−Removed: Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
−Removed: The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per of ordinary share:
−Removed: For the Year Ended December 31, 2021
−Removed: For the period from December 11, 2020
−Removed: (inception) through December 31, 2020
−Removed: Class A ordinary
−Removed: non-redeemable ordinary
−Removed: Class A ordinary
−Removed: non-redeemable ordinary
−Removed: Basic and diluted net loss per
−Removed: ordinary share:
−Removed: Allocation of net loss
−Removed: Basic and diluted weighted
−Removed: average ordinary share
−Removed: Basic and diluted net loss per
−Removed: ordinary share
−Removed: This number excludes an aggregate of up to 1,000,000 Class B ordinary shares (other than the founder shares transferred to the two independent directors) subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.
−Removed: Recent Accounting Pronouncements
−Removed: In August 2020, the FASB issued Accounting Standards Update (“ASU”) No.
−Removed: “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and
−Removed: Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):
−Removed: for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”),
−Removed: effective for fiscal years beginning after December 15, 2023 for emerging growth companies, which simplified accounting for convertible instruments by removing major separation models required under current GAAP.
−Removed: The ASU also removed certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplified the diluted earnings per share calculation in certain areas.
−Removed: The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020.
−Removed: The Company early adopted ASU 2020-06 on
−Removed: January 1, 2021.
−Removed: Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.
−Removed: Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
−Removed: Note 3—Initial Public Offering
−Removed: On March 11, 2021, the Company consummated its Initial Public Offering of 32,000,000 Public Shares, including the 4,000,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $ 10.00 per Public Share, generating gross proceeds of $ 320.0 million, and incurring offering costs of approximately $ 18.1 million, of which approximately $ 11.2 million was for deferred underwriting commissions.
−Removed: On April 22, 2021, the underwriters made a payment to the Company in an amount of $ 640,000 to reimburse certain of the expenses in connection with its Initial Public Offering.
−Removed: Of the 32,000,000 Public Shares, an aggregate of 112,500 Public Shares was purchased by certain of the Company’s directors and officers (the “Affiliated Shares”) .
−Removed: Note 4—Related Party Transactions
−Removed: Founder Shares
−Removed: On December 14, 2020, the Company issued 2,875,000 Class B ordinary shares to the Sponsor in exchange for the payment of $ 25,000 from the Sponsor to cover for certain expenses on behalf of the Company.
−Removed: On January 29, 2021, the Company effected a share dividend of 12,125,000 Class B ordinary shares , which was retroactively restated to 2020,
−Removed: and on February 3, 2021 and February 26, 2021, the Sponsor
−Removed: surrendered 5,000,000 and 2,000,000 Class B ordinary shares for no consideration, respectively.
−Removed: The share dividend and share surrender resulted in an aggregate of 8,000,000 Class B ordinary shares outstanding.
−Removed: All shares and associated amounts have been retroactively restated to reflect the share capitalization as of December 11, 2020 (inception).
−Removed: The holders of the Founder Shares agreed to forfeit up to an aggregate of 1,000,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional shares was not exercised in full by the underwriters, so that the Founder Shares would represent 20 % of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Private Placement Shares and the Forward Purchase Shares).
−Removed: The underwriters fully exercised the over-allotment option on March 11, 2021;
−Removed: thus, these 1,000,000 Founder Shares are no longer subject to forfeiture.
−Removed: The Initial Shareholders agreed not to transfer, assign or sell any of their Founder Shares and the Forward Purchase Investor
−Removed: agreed not to transfer, assign or sell any of its Forward Purchase Shares
−Removed: until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days
−Removed: within any 30 -trading
−Removed: day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.
−Removed: Prior to closing the Initial Public Offering, in February 2021, the Sponsor transferred 100,000 shares of our Class B ordinary shares
−Removed: to the Company’s independent directors.
−Removed: Subsequent to the IPO, in April 2021, the Sponsor transferred an additional 50,000 shares of our Class B ordinary shares
−Removed: to a Company independent director (the “Transferred Shares”).
−Removed: The Transferred Shares shall vest upon the Company consummating an Initial Business Combination .
−Removed: The sale or transfers of the Founders Shares to members of the Company’s the board of directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).
−Removed: Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date.
−Removed: The Founders Shares were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination).
−Removed: Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance.
−Removed: A business combination is not probable until it is completed.
−Removed: Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares.
−Removed: As of December 31, 2021, the Company determined that a Business Combination is
−Removed: not considered probable until the business combination is completed, and therefore, no stock-based compensation expense has been recognized.
−Removed: Private Placement Shares
−Removed: Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 1,040,000 Private Placement Shares, at a price of $ 10.00 per Private Placement Share to the Sponsor, generating gross proceeds of $ 10.4 million.
−Removed: A portion of the proceeds from the Private Placement Shares was added to the proceeds from the Initial Public Offering held in the Trust Account.
−Removed: If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement share held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Shares will be worthless.
−Removed: The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination, as such are considered non-redeemable
−Removed: and presented as permanent equity in the Company’s balance sheets.
−Removed: Related Party Loans
−Removed: On December 14, 2020, the Sponsor agreed to loan the Company up to $ 300,000 pursuant to a promissory note (the “Note”).
−Removed: The Note was non-interest
−Removed: bearing, unsecured and due upon the closing of the Initial Public Offering.
−Removed: As of March 11, 2021, the Company fully borrowed $ 300,000 under the Note.
−Removed: In addition, the Sponsor also advanced approximately $ 114,000 to the Company.
−Removed: The Company fully repaid the Note balance and the advance from the Sponsor, for a total of approximately $ 414,000 , on March 15, 2021.
−Removed: In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).
−Removed: If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to
−Removed: Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.
−Removed: In the event that a Business Combination does not close, the Company may use a portion of proceeds 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: The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 2.0 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $ 10.00 per share.
−Removed: The shares would be identical to the Private Placement Shares.
−Removed: Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.
−Removed: On August 10, 2021 the Sponsor agreed to loan the Company $ 2.0 million as the Working Capital Loan.
−Removed: On November 9, 2021 the Sponsor and the Company agreed to amend this loan to increase the commitment by $ 1.0 million.
−Removed: As of December 31, 2021 and 2020, the Company had no borrowings under the Working Capital Loans.
−Removed: Administrative Services Agreement
−Removed: Commencing on the date that the Company’s securities were first listed on the NASDAQ through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay the Sponsor $ 10,000 per month for office space, secretarial and administrative services provided to the Company by an affiliate of the Sponsor.
−Removed: The Company incurred $ 100,000 in such fees included as general and administrative expenses to related party on the accompanying audited statements of operations for the year ended December 31, 2021.
−Removed: As of December 31, 2021, $ 100,000 is due to the Sponsor and is included in due to related party on the accompanying balance sheets.
−Removed: There was no balance due to related party at December 31, 2020.
−Removed: In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket
−Removed: expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations.
−Removed: The Company’s audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, executive officers or directors, or their affiliates.
−Removed: Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account.
−Removed: In addition to the administrative services agreement fee of
−Removed: $ 100,000 (as noted above) approximately
−Removed: 459,000 , is due to the Sponsor’s affiliates for reimbursements of expenses and is included in due to related party on the accompanying balance sheets as of December 31, 2021.
−Removed: There was no balance due to related party at December 31,2020.
−Removed: Note 5—Commitments and Contingencies
−Removed: Registration and Shareholder Rights
−Removed: The holders of the Founder Shares, Private Placement Shares, and any shares that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering.
−Removed: The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registers such securities.
−Removed: In addition, the holders had certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination.
−Removed: The Company will bear the expenses incurred in connection with the filing of any such registration statements.
−Removed: Underwriting Agreement
−Removed: The Company granted the underwriters a 45 -day
−Removed: option from the date of the prospectus to purchase up to 4,000,000 additional shares at the Initial Public Offering price less the underwriting discounts and commissions.
−Removed: The underwriters fully exercised the over-allotment option on March 11, 2021.
−Removed: The underwriters were entitled to an underwriting discount of $ 0.20 per unit, or $ 6.4 million in the aggregate, paid upon the closing of the Initial Public Offering.
−Removed: In addition, $ 0.35 per unit, or approximately $ 11.2 million in the aggregate will be payable to the underwriters for deferred underwriting commissions.
−Removed: The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
−Removed: On April 22, 2021, the underwriters made a payment to the Company in an amount of $ 640,000 to reimburse certain of the expenses in connection with its Initial Public Offering.
−Removed: Forward Purchase Agreement
−Removed: The Company entered into a forward purchase agreement (a “Forward Purchase Agreement”) with SVF II SPAC Investment 3 (DE) LLC (the “Forward Purchase Investor”), which provides for the purchase of
−Removed: $ 150 million forward purchase shares (the “Forward Purchase Shares”), for
−Removed: $ 10.00 per share, in a private placement to close substantially concurrently with the closing of the initial Business Combination.
−Removed: The Forward Purchase Agreement also provides that the Forward Purchase Investor may elect to purchase up to an additional
−Removed: $ 50 million of Forward Purchase Shares, for a purchase price of
−Removed: $ 10.00 per share.
−Removed: Any elections to purchase up to
−Removed: 5,000,000 additional Forward Purchase Shares will take place in one or more private placements in such amounts and at such time as the Forward Purchase Investor determine, but no later than simultaneously with the closing of the initial Business Combination.
−Removed: The Company and the Forward Purchase Investor may determine, by mutual agreement, to increase the number of additional Forward Purchase Shares at any time prior to the initial Business Combination.
−Removed: The obligations under the Forward Purchase Agreement do not depend on whether any Class A ordinary shares are redeemed by the Public Shareholders.
−Removed: The forward purchase securities will be issued only in connection with the closing of the initial Business Combination.
−Removed: The proceeds from the sale of forward purchase securities may be used as part of the consideration to the sellers in the initial Business Combination, expenses in connection with the initial Business Combination or for working capital in the post-transaction company.
−Removed: Note 6—Class A Ordinary Shares Subject to Possible Redemption
−Removed: The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.
−Removed: The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.
−Removed: Holders of the Company’s Class A ordinary shares are entitled to one vote for each share.
−Removed: As of December 31, 2021, there were 32,000,000 Class A ordinary shares outstanding that were subject to possible redemption.
−Removed: There were no Class A ordinary shares
−Removed: issued and outstanding at December 31, 2020.
−Removed: As of December 31, 2021, Class A ordinary shares reflected on the accompanying balance sheets are reconciled in the following table:
−Removed: December 31, 2021
−Removed: Gross proceeds
−Removed: Class A ordinary shares issuance costs
−Removed: Accretion of carrying value to redemption value
−Removed: Class A ordinary shares subject to possible redemption
−Removed: Note 7—Shareholders’ Equity (Deficit)
−Removed: Preference Shares
−Removed: —The Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share.
−Removed: As of December 31, 2021 and 2020, there were no preference shares issued or outstanding.
−Removed: A Ordinary Shares
−Removed: —The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.
−Removed: Holders of the Company’s Class A ordinary shares are entitled to one vote for each share.
−Removed: As of December 31, 2021, there were 33,040,000 shares of Class A ordinary shares outstanding, of which 32,000,000 were subject to possible redemption and are classified outside of permanent equity in the accompanying balance sheets (see Note 6).
−Removed: As of December 31, 2020, there were no Class A ordinary shares issued or outstanding.
−Removed: B Ordinary Shares
−Removed: —The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.
−Removed: On December 14, 2020, the Company issued 2,875,000 Class B ordinary shares to the Sponsor.
−Removed: On January 29, 2021, the Company effected a share dividend of 12,125,000 Class B ordinary shares and on February 3 and February 26, 2021, the Sponsor surrendered 5,000,000 and 2,000,000 Class B ordinary shares for no consideration, respectively.
−Removed: The share dividend and share surrender resulted in an aggregate of 8,000,000 Class B ordinary shares outstanding.
−Removed: All shares and associated amounts have been retroactively restated to reflect the share capitalization.
−Removed: Of the 8,000,000 Class B ordinary shares outstanding, up to 1,000,000 Class B ordinary shares were subject to forfeiture, to the Company by the Initial Shareholders for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Initial Shareholders would collectively own 20 % of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (excluding the Private Placement Shares and the Forward Purchase Shares).
−Removed: The underwriters fully exercised the over-allotment option on March 11, 2021;
−Removed: thus, these 1,000,000 Founder Shares were no longer subject to forfeiture.
−Removed: As of December 31, 2021 and 2020, there were 8,000,000 Class B ordinary shares outstanding.
−Removed: Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders.
−Removed: Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law.
−Removed: The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20 % of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding the number of Class A ordinary shares to be sold pursuant to the Private Placement Shares Purchase Agreement and the Forward Purchase Agreement and any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement shares issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans.
−Removed: In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.
−Removed: Note 8—Fair Value Measurements
−Removed: The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.
−Removed: Quoted Prices in
−Removed: Active Markets
−Removed: Significant Other
−Removed: Observable Inputs
−Removed: Significant Other
−Removed: Unobservable Inputs
−Removed: Investments held in Trust Account—US Treasury securities
−Removed: Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period.
−Removed: There were no transfers between levels of the hierarchy for year ended December 31, 2021.
−Removed: Note 9—Subsequent Events
−Removed: The Company evaluated subsequent events and transactions that occurred after the accompanying balance sheets date up to the date that the consolidated financial statements were issued.
−Removed: Based upon this review, other than as described above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
−Removed: On February 18, 2022 and February 23, 2022 two purported stockholders of SVF 3 sent demand letters requesting that SVF 3 provide additional disclosures in an amendment to the registration statement filed in connection with the Symbotic Business Combination.
−Removed: The Company believes that the allegations in the demand letters are meritless and no additional disclosure is required in such registration statement.
−Removed: , 2022, the Forward Purchase Investor elected to purchase an additional $ 50 million of Forward Purchase Shares, for a purchase price of $ 10.00 per share, subject to and on the terms set out in such election and the Forward Purchase Agreement.
+Added: ^ Certain confidential information contained in this document, marked by brackets and asterisks, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because the Company customarily and actually treats such information as private or confidential and the omitted information is not material.
+Added: * Previously filed with the Registrant’s Registration Statement on Form S-1, which was filed with the SEC on June 29, 2022.
+Added: (c) Not applicable.
+Added: Form 10-K Summary
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
+Added: SYMBOTIC INC.
+Added: December 9, 2022 By:
+Added: /s/ Thomas Ernst
+Added: Chief Financial Officer and Treasurer
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
+Added: Signature Title Date
+Added: /s/ Richard B.
+Added: Cohen Chief Executive Officer, President and Director December 9, 2022
+Added: Cohen (Principal Executive Officer)
+Added: /s/ Thomas Ernst Chief Financial Officer and Treasurer December 9, 2022
+Added: Thomas Ernst (Principal Financial Officer)
+Added: /s/ Santhosh P.
+Added: Daniel Vice President and Controller December 9, 2022
+Added: Daniel (Principal Accounting Officer)
+Added: /s/ Rollin Ford Director December 9, 2022
+Added: /s/ Charles Kane Director December 9, 2022
+Added: /s/ Todd Krasnow Director December 9, 2022
+Added: Parekh Director December 9, 2022
+Added: /s/ Michael Rhodin Director December 9, 2022
+Added: Michael Rhodin
+Added: /s/ Merline Saintil Director December 9, 2022
+Added: Merline Saintil
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.