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, a New
Hampshire limited liability company ("Symbotic"), 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 May 23, 2022, Symbotic issued a press release announcing an expanded
commercial agreement with Walmart Inc. ("Walmart") to implement Symbotic's
robotics and software automation platform (the "Symbotic Systems") in all 42 of
Walmart's regional distribution centers over the coming years. This is an
expansion of Walmart's prior commitment to deploy Symbotic Systems in 25
regional distribution centers.
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 (the "Securities Act"), 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, SVF's
registration statement on Form S-4 (File No. 333-262529) (as amended, the
"Registration Statement"), which was declared effective by the SEC on May 9,
2022, and SVF's final proxy statement and prospectus filed with the SEC on May
9, 2022 (the "Final Proxy Statement/Prospectus"). 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, in the Registration Statement,
in the Final Proxy Statement/Prospectus 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 shareholders of SVF and unitholders of 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
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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 redemption requests made by SVF's
shareholders; 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.
In connection with the proposed Business Combination, the Registration Statement
has been declared effective by the SEC, and SVF filed the Final Proxy
Statement/Prospectus on May 9, 2022. The Final Proxy Statement/Prospectus has
been sent to the shareholders of SVF and unitholders of Symbotic, as of the
respective record dates for voting, seeking required shareholder 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 Final 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
shareholders 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 Final Proxy Statement/Prospectus and any 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.
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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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
99.1 Press Release, dated May 23, 2022
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