Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
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. 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.
Management’s Report on Internal Control Over Financial Reporting
As disclosed elsewhere in this Annual Report on Form 10-K, we completed the Business Combination on June 7, 2022. 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. As a result, previously existing internal controls are no longer applicable or comprehensive enough as of the assessment date, because SVF 3’s operations prior to the Business Combination were insignificant compared to those of the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. 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. 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
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.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
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.
Item 11. Executive Compensation
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.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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.
Item 13. Certain Relationships and Related Transactions, and Director Independence
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.
Item 14. Principal Accounting Fees and Services
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.
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a)
1. Financial Statements (included in Item 8 of this Annual Report on Form 10-K):
• Report of Independent Registered Public Accounting Firm
• Consolidated Balance Sheets as of September 24, 2022 and September 29, 2021
• Consolidated Statements of Operations for the years ended September 24, 2022 and September 29, 2021
• Consolidated Statements of Comprehensive Loss for the years ended September 24, 2022, September 29, 2021 and September 26, 2020
• 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
• Consolidated Statements of Cash Flows for the years ended September 24, 2022, September 29, 2021 and September 26, 2020
• Notes to Consolidated Financial Statements
2. Financial Statement Schedules
Financial statements schedules are omitted as they are either not required or the information is otherwise included in the consolidated financial statements.
(b) Exhibits
These exhibits listed below are filed or incorporated by reference into this Report.
Incorporated by Reference
Exhibit Description Form Exhibit Filing Date
2.1++ Agreement and Plan of Merger, dated as of December 12, 2021, by and among SVF Investment Corp. 3, Warehouse Technologies LLC, Symbotic Holdings LLC and Saturn Acquisition (DE) Corp.
8-K 2.1 12/13/2021
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3.1 Certificate of Incorporation of Symbotic Inc.
8-K 3.1 6/13/2022
3.2 Bylaws of Symbotic Inc.
8-K 3.2 6/13/2022
4.1++ Warrant to Purchase Common Units, dated as of June 7, 2022, between Symbotic Holdings LLC and Walmart Inc.
8-K 4.1 6/13/2022
4.2 Description of Securities of Symbotic Inc.
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. 3, and certain directors, officers and stockholders of Symbotic Inc.
8-K 10.1 6/13/2022
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.
8-K 10.2 6/13/2022
10.3++ Second Amended and Restated Limited Liability Agreement of Symbotic Holdings LLC, dated as of June 7, 2022.
8-K 10.3 6/13/2022
10.4# Form of Indemnification Agreement, by and between Symbotic Inc. and each of its directors and executive officers.
8-K 10.4 6/13/2022
10.5# Symbotic Inc. 2022 Omnibus Incentive Compensation Plan.
8-K 10.5 6/13/2022
10.6# Form of Restricted Stock Unit Award Agreement under the Symbotic Inc. 2022 Omnibus Incentive Compensation Plan.
8-K 10.6 6/13/2022
10.7# Form of Performance-Based Restricted Stock Unit Award Agreement under the Symbotic Inc. 2022 Omnibus Incentive Compensation Plan.
8-K 10.7 6/13/2022
10.8# Symbotic Inc. 2022 Employee Stock Purchase Plan.
8-K 10.8 6/13/2022
10.9# Symbotic LLC / Warehouse Technologies, LLC 2012 Value Appreciation Plan.
S-4 10.26 3/23/2022
10.10# Symbotic LLC / Symbotic Canada ULC / Warehouse Technologies LLC Amended and Restated 2018 Long Term Incentive Plan.
S-4 10.27 3/23/2022
10.11# Offer Letter, dated as of March 24, 2022, by and between Symbotic LLC and Michael J. Loparco.
S-4 10.28 4/22/2022
10.12 Forward Purchase Agreement, dated March 8, 2021, by and between SVF Investment Corp. 3 and SVF II SPAC Investment 3 (DE) LLC.
8-K 10.6 3/12/2021
10.13 Form of Subscription Agreement.
8-K 10.1 12/13/2021
10.14 Sponsor Letter Agreement, dated December 12, 2021, by and among SVF Investment Corp. 3, Warehouse Technologies LLC, SVF Sponsor III (DE) LLC and certain directors and officers of SVF Investment Corp. 3.
8-K 10.3 12/13/2021
10.15++ Unit Purchase Agreement, dated December 12, 2021, by and among SVF Investment Corp. 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).
8-K 10.5 12/13/2021
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.
S-4 10.32 5/23/2022
10.17# Offer Letter, dated as of April 21, 2017, by and between Symbotic LLC and Michael Dunn.
8-K 10.17 6/13/2022
10.18# Offer Letter, dated as of September 1, 2020, by and between Symbotic LLC and Thomas Ernst.
8-K 10.18 6/13/2022
10.19 Investment and Subscription Agreement, dated as of December 12, 2021, by and between Warehouse Technologies LLC and Walmart, Inc.
S-4 10.33 5/23/2022
14.1 Code of Business Conduct and Ethics of Symbotic Inc.
8-K 14.1 6/13/2022
21.1 List of Subsidiaries of Symbotic Inc.
8-K 21.1 6/13/2022
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23.1 Consent of Grant Thornton LLP.
31.1 Certification of the Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.
31.2 Certification of the Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.
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.
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.
101.INS Inline Instance Document
101.SCH Inline Taxonomy Extension Schema Document
101.CAL Inline Taxonomy Extension Calculation Linkbase Document
101.DEF Inline Taxonomy Extension Definition Linkbase Document
101.LAB Inline Taxonomy Extension Label Linkbase Document
101.PRE Inline Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
# Indicates management contract or compensatory plan
++ 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.
^ 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.
* Previously filed with the Registrant’s Registration Statement on Form S-1, which was filed with the SEC on June 29, 2022.
(c) Not applicable.
Item 16. Form 10-K Summary
None.
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SIGNATURES
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.
SYMBOTIC INC.
Date: December 9, 2022 By: /s/ Thomas Ernst
Name: Thomas Ernst
Title: Chief Financial Officer and Treasurer
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.
Signature Title Date
/s/ Richard B. Cohen Chief Executive Officer, President and Director December 9, 2022
Richard B. Cohen (Principal Executive Officer)
/s/ Thomas Ernst Chief Financial Officer and Treasurer December 9, 2022
Thomas Ernst (Principal Financial Officer)
/s/ Santhosh P. Daniel Vice President and Controller December 9, 2022
Santhosh P. Daniel (Principal Accounting Officer)
/s/ Rollin Ford Director December 9, 2022
Rollin Ford
/s/ Charles Kane Director December 9, 2022
Charles Kane
/s/ Todd Krasnow Director December 9, 2022
Todd Krasnow
/s/ Vikas J. Parekh Director December 9, 2022
Vikas J. Parekh
/s/ Michael Rhodin Director December 9, 2022
Michael Rhodin
/s/ Merline Saintil Director December 9, 2022
Merline Saintil
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