Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 3, 2022, SVF Investment Corp. 3 (the "Company" or "SVF") convened an
extraordinary general meeting of shareholders (the "Special Meeting") held in
connection with the Company's previously announced business combination (the
"Business Combination") pursuant to the Agreement and Plan of Merger, dated as
of December 12, 2021, with Warehouse Technologies LLC, a New Hampshire limited
liability company ("Warehouse"), Symbotic Holdings LLC, a Delaware limited
liability company and a wholly owned subsidiary of Warehouse ("Symbotic
Holdings" and, together with Warehouse and its other subsidiaries, "Symbotic"),
and Saturn Acquisition (DE) Corp. ("Merger Sub"), 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 (as it may be amended,
restated, supplemented or otherwise modified from time to time, the "Merger
Agreement"). Pursuant to the terms of the Merger Agreement, each proposal voted
on at the Special Meeting is described in greater detail in the Company's
definitive proxy statement/prospectus filed with the U.S. Securities and
Exchange Commission on June 1, 2022 and mailed to shareholders commencing on
May 9, 2022 (the "proxy statement/prospectus").
As of the close of business on April 25, 2022, the record date for the Special
Meeting, there was an aggregate of 33,040,000 Class A ordinary shares, par value
$0.0001 per share (the "Class A ordinary shares"), and 8,000,000 Class B
ordinary shares, par value $0.0001 per share (the "Class B ordinary shares" and
together with the Class A ordinary shares, the "ordinary shares"), outstanding,
each of which was entitled to one vote at the Special Meeting with respect to
any adjournments or postponements of the Special Meeting. A total of 25,535,827
ordinary shares, representing approximately 62.22% of the outstanding ordinary
shares entitled to vote, were present virtually or by proxy, constituting a
quorum.
The voting results for the proposals voted on at the Special Meeting are set
forth below.
1. The Business Combination Proposal - To consider and vote upon a proposal to
approve, by ordinary resolution under Cayman Islands law, the Business
Combination and adopt the Merger Agreement, and the transactions contemplated
thereby, pursuant to which, among other things, (a) the Company will deregister
as an exempted company in the Cayman Islands and continue and domesticate as a
corporation in the State of Delaware, (b) Merger Sub will merge with and into
Symbotic Holdings with Symbotic Holdings surviving the merger as a subsidiary of
the Company following the Business Combination (the "Post-Combination Company").
For Against Abstain
23,785,404 1,749,208 1,215
2. The Domestication Proposal - To consider and vote upon a proposal to approve,
by special resolution under Cayman Islands law, assuming the Business
Combination Proposal is approved and adopted, the change of the Company's
jurisdiction of incorporation from the Cayman Islands to the State of Delaware
by deregistering as an exempted company in the Cayman Islands and continuing and
domesticating as a corporation incorporated under the laws of the State of
Delaware (the "Domestication").
For Against Abstain
23,786,607 1,749,220 0
3. The Organizational Documents Proposal - To consider and vote upon a proposal
to approve and adopt, by special resolution under Cayman Islands law, assuming
the Business Combination Proposal and the Domestication Proposal are approved
and adopted, the proposed new certificate of incorporation (the "Proposed
Charter") and bylaws of the Post-Combination Company, which, if approved, would
take effect at the time of the Domestication.
For Against Abstain
23,785,513 1,749,220 1,094
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4. The Governance Proposals - To consider and vote upon, by ordinary resolution
under Cayman Islands law, on a non-binding advisory basis, separate proposals
with respect to certain governance provisions in the Proposed Charter in order
to give holders of the Company's ordinary shares the opportunity to present
their separate views on important corporate governance procedures.
FOR AGAINST ABSTAIN
Proposal 4A - Authorized Shares 19,350,894 5,154,044 1,030,889
Proposal 4B - Amendments to the Organizational
Documents 22,580,200 1,948,700 1,006,927
Proposal 4C - Director Election, Vacancies and
Removal 22,739,551 1,789,671 1,006,605
Proposal 4D - DGCL Section 203 and Business
Combinations 22,777,387 1,750,157 1,008,283
Proposal 4E - Forum Selection 20,379,471 4,150,163 1,006,193
Proposal 4F - Voting Rights 19,373,557 5,156,022 1,006,248
Proposal 4G - Dividends and Distributions 22,753,927 1,751,441 1,030,459
Proposal 4H - Removal of Blank Check Company
Provisions 22,780,258 1,750,164 1,005,405
5. The Director Election Proposal - To consider and vote upon a proposal to
elect, by ordinary resolution under Cayman Islands law, eight directors to serve
on the board of directors of the Post-Combination Company until the 2023 annual
meeting of stockholders or until their respective successors are duly elected
and qualified, or until their earlier resignation, removal or death.
FOR ABSTAIN
Richard B. Cohen 23,784,986 1,750,841
Michael J. Loparco 23,800,996 1,734,831
Rollin Ford 23,784,995 1,750,832
Charles Kane 23,801,025 1,734,802
Todd Krasnow 23,801,006 1,734,821
Vikas J. Parekh 23,785,009 1,750,818
Michael Rhodin 21,908,810 3,627,017
Merline Saintil 23,800,999 1,734,828
6. The Merger Issuance Proposal - To consider and vote upon a proposal to
approve, by ordinary resolution under Cayman Islands law, for purposes of
complying with applicable listing rules of the Nasdaq Stock Market ("NASDAQ"),
the issuance of shares of common stock pursuant to the Business Combination.
For Against Abstain
23,785,874 1,749,246 707
7. The Subscription Agreements Proposal - To consider and vote upon a proposal
to approve, by ordinary resolution under Cayman Islands law, for purposes of
complying with applicable listing rules of NASDAQ, the issuance of shares of
Class A common stock pursuant to the Subscription Agreements (as defined in the
proxy statement/prospectus) between the Company and certain parties subscribing
for shares of the Post-Combination Company's Class A common stock pursuant to
which the subscribers have agreed to purchase, and the Company has agreed to
sell to 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.
For Against Abstain
23,785,797 1,749,323 707
8. The Incentive Compensation Plan Proposal - To consider and vote upon a
proposal to approve and adopt, by ordinary resolution under Cayman Islands law,
the Symbotic Inc. 2022 Omnibus Incentive Compensation Plan.
For Against Abstain
21,778,767 3,730,638 26,422
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9. The ESPP Proposal - To consider and vote upon a proposal to approve and
adopt, by ordinary resolution under Cayman Islands law, the Symbotic Inc. 2022
Employee Stock Purchase Plan.
For Against Abstain
23,782,478 1,751,736 1,613
Item 8.01. Other Events
In connection with the Business Combination, holders of 27,459,854 Class A
ordinary shares exercised their right to redeem their shares for cash at a
redemption price of approximately $10.00 per share, for an aggregate redemption
amount of approximately $274,598,540.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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 (the "Annual
Report"), SVF's post-effective amendment no. 1 to the registration statement on
Form S-4 (File No. 333-262529) (as amended, the "Registration Statement"), which
was declared effective by the SEC on May 31, 2022, and SVF's final proxy
statement and prospectus filed with the SEC on June 1, 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, 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 the
Business Combination pursuant to the Merger Agreement; 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
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Agreement; 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.
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