Item 8.01 Other Events.
As previously announced, on December 12, 2021, SVF Investment Corp. 3, a Cayman
Islands exempted company incorporated with limited liability ("SVF"), entered
into an Agreement and Plan of Merger with Warehouse Technologies LLC
("Symbotic"), a New Hampshire limited liability company, Symbotic Holdings LLC,
a Delaware limited liability company and a wholly owned subsidiary of Symbotic,
and Saturn Acquisition (DE) Corp., a Delaware corporation and a wholly owned
subsidiary of SVF, a copy of which was filed with the Current Report on
Form 8-K filed by SVF on December 13, 2021.
On March 30, 2022, Symbotic issued a press release announcing the appointment of
its Chief Executive Officer. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference. Such exhibit and the
information set forth therein shall not be deemed to be filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise be subject to the liabilities of that section, nor shall it
be deemed to be incorporated by reference in any filing under the Securities Act
of 1933, as amended or the Exchange Act.
DISCLAIMER
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 including, but not limited to,
SVF's and Symbotic's expectations or predictions of future financial or business
performance or conditions. Forward-looking statements are inherently subject to
risks, uncertainties and assumptions. Generally, statements that are not
historical facts, including statements concerning our possible or assumed future
actions, business strategies, events or results of operations, are
forward-looking statements. These statements may be preceded by, followed by or
include the words "believes," "estimates," "expects," "projects," "forecasts,"
"may," "will," "should," "seeks," "plans," "scheduled," "anticipates" or
"intends" or similar expressions. Such forward-looking statements involve risks
and uncertainties that may cause actual events, results or performance to differ
materially from those indicated by such statements. Certain of these risks are
identified and discussed in SVF's Annual Report on Form 10-K filed with the U.S.
Securities and Exchange Commission (the "SEC") on March 23, 2022 and SVF's
registration statement on Form S-4 filed with the SEC on February 4, 2022 as
amended on March 23, 2022. These risk factors will be important to consider in
determining future results and should be reviewed in their entirety. These
forward-looking statements are expressed in good faith, and SVF and Symbotic
believe there is a reasonable basis for them. However, there can be no assurance
that the events, results or trends identified in these forward-looking
statements will occur or be achieved. Forward-looking statements speak only as
of the date they are made, and neither SVF nor Symbotic is under any obligation,
and expressly disclaim any obligation, to update, alter or otherwise revise any
forward-looking statement, whether as a result of new information, future events
or otherwise, except as required by law. Readers should carefully review the
statements set forth in the reports, which SVF has filed or will file from time
to time with the SEC.
In addition to factors previously disclosed in SVF's Annual Report on Form 10-K
filed with the SEC on March 23, 2022 and SVF's registration statement on Form
S-4 filed with the SEC on February 4, 2022 as amended on March 23, 2022 and
those identified elsewhere in this communication, the following factors, among
others, could cause actual results to differ materially from forward-looking
statements or historical performance: ability to meet the closing conditions to
a business combination between SVF and Symbotic (the "Business Combination")
pursuant to that certain Agreement and Plan of Merger, dated December 12, 2021
(the "Merger Agreement"), by and among SVF, Symbotic, Symbotic Holdings LLC and
Saturn Acquisition (DE) Corp., including approval by stockholders of SVF and
Symbotic on the expected terms and schedule; delay in closing the Business
Combination; failure to realize the benefits expected from the proposed
transaction; the effects of pending and future legislation; risks related to
disruption of management time from ongoing business operations due to the
proposed transaction; business disruption following the transaction; risks
related to the impact of the COVID-19 pandemic on the financial condition and
results of operations of SVF and Symbotic; the occurrence of any event, change
or other circumstance that could give rise to the termination of the Merger
Agreement or the termination of any of certain subscription agreements entered
into by SVF with certain parties in connection with the Merger Agreement; the
amount of
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redemption requests made by SVF's stockholders; the effect of the announcement
or pendency of the transaction on Symbotic's business relationships,
performance, and business generally; the ability to meet NASDAQ listing
standards following the consummation of the Business Combination; the amount of
the costs, fees, expenses and other charges related to the transaction; the
ability of SVF to issue equity securities in connection with the transaction;
and other consequences associated with mergers, acquisitions and divestitures
and legislative and regulatory actions and reforms.
Any financial projections in this communication are forward-looking statements
that are based on assumptions that are inherently subject to significant
uncertainties and contingencies, many of which are beyond SVF's and Symbotic's
control. While all projections are necessarily speculative, SVF and Symbotic
believe that the preparation of prospective financial information involves
increasingly higher levels of uncertainty the further out the projection extends
from the date of preparation. The assumptions and estimates underlying the
projected results are inherently uncertain and are subject to a wide variety of
significant business, economic and competitive risks and uncertainties that
could cause actual results to differ materially from those contained in the
projections. The inclusion of projections in this communication should not be
regarded as an indication that SVF and Symbotic, or their representatives,
considered or consider the projections to be a reliable prediction of future
events.
Annualized, pro forma, projected and estimated numbers are used for illustrative
purpose only, are not forecasts and may not reflect actual results.
This communication is not intended to be all-inclusive or to contain all the
information that a person may desire in considering an investment in SVF and is
not intended to form the basis of an investment decision in SVF. All subsequent
written and oral forward-looking statements concerning SVF and Symbotic, the
proposed transaction or other matters and attributable to SVF and Symbotic or
any person acting on their behalf are expressly qualified in their entirety by
the cautionary statements above.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made in respect of the proposed Business Combination
involving SVF and Symbotic.
SVF filed a registration statement on Form S-4 with the SEC on February 4, 2022
as amended on March 23, 2022, which includes a preliminary proxy statement and a
prospectus of SVF, and each party will file other documents regarding the
proposed transaction with the SEC. After the registration statement is declared
effective, the definitive proxy statement/prospectus will also be sent to the
stockholders of SVF and unitholders of Symbotic, seeking required stockholder or
unitholder approval. Before making any voting or investment decision, investors
and security holders of SVF and Symbotic are urged to carefully read the entire
registration statement and proxy statement/prospectus and any other relevant
documents filed with the SEC, as well as any amendments or supplements to these
documents, because they will contain important information about the proposed
transaction. The documents filed by SVF with the SEC may be obtained free of
charge at the SEC's website at www.sec.gov. In addition, the documents filed by
SVF may be obtained free of charge from SVF at
https://www.svfinvestmentcorp.com/svfc/. Alternatively, these documents can be
obtained free of charge from SVF upon written request to SVF INVESTMENT CORP. 3,
1 Circle Star Way, San Carlos, California 94070, United States Attn: Secretary,
or by calling 650-562-8100.
PARTICIPANTS IN THE SOLICITATION
SVF, Symbotic and certain of their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from the
stockholders of SVF, in favor of the approval of the Business Combination.
Additional information regarding the interests of those participants, the
directors and executive officers of Symbotic and other persons who may be deemed
participants in the transaction may be obtained by reading the registration
statement and the proxy statement/prospectus and other relevant documents filed
with the SEC when they become available. Free copies of these documents may be
obtained as described in the preceding paragraph.
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of any securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such other jurisdiction.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
99.1 Press Release, dated March 30, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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