As soon as practicable after this registration statement becomes effective and upon completion of the Business Combination described in the enclosed proxy statement/prospectus.

If this Form is a amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in of the Exchange Act. (Check one):

Sincerely,

Ioannis Pipilis

Chairman of the Board and Chief Executive Officer

By Order of the Board of Directors

Ioannis Pipilis

Chairman of the Board and Chief Executive Officer

		Page
ADDITIONAL INFORMATION			iii
BASIS OF PRESENTATION AND GLOSSARY			iv
TRADEMARKS, TRADE NAMES AND SERVICE MARKS			viii
INDUSTRY AND MARKET DATA			ix
FORWARD-LOOKING STATEMENTS			x
QUESTIONS AND ANSWERS			xiii
SUMMARY			1
MARKET PRICE AND DIVIDEND INFORMATION			29
RISK FACTORS			30
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			83
COMPARATIVE PER SHARE INFORMATION			98
SVF 3’S EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS IN LIEU OF THE 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS			100
PROPOSAL NO. 1—THE BUSINESS COMBINATION PROPOSAL			110
PROPOSAL NO. 2—THE DOMESTICATION PROPOSAL			111
PROPOSAL NO. 3—THE ORGANIZATIONAL DOCUMENTS PROPOSAL			116
PROPOSAL NO. 4—THE GOVERNANCE PROPOSALS			117
PROPOSAL NO. 5—THE DIRECTOR ELECTION PROPOSAL			125
PROPOSAL NO. 6—THE MERGER ISSUANCE PROPOSAL			129
PROPOSAL NO. 7—THE SUBSCRIPTION AGREEMENTS PROPOSAL			131
PROPOSAL NO. 8—THE INCENTIVE COMPENSATION PLAN PROPOSAL			132
PROPOSAL NO. 9—THE ESPP PROPOSAL			138
PROPOSAL NO. 10—THE ADJOURNMENT PROPOSAL			141
INFORMATION ABOUT SVF 3			142
MANAGEMENT OF SVF 3			147
SELECTED HISTORICAL FINANCIAL INFORMATION OF SVF 3			157
SVF 3’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			158
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF SVF 3 AND THE POST-COMBINATION COMPANY			165
INFORMATION ABOUT SYMBOTIC			170
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF SYMBOTIC			186
SYMBOTIC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			187
MANAGEMENT OF THE POST-COMBINATION COMPANY			207
EXECUTIVE COMPENSATION			216
THE BUSINESS COMBINATION			221
ANTICIPATED ACCOUNTING TREATMENT			253
PUBLIC TRADING MARKETS			254
THE MERGER AGREEMENT			255
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES			273
COMPARISON OF EQUITYHOLDERS’ RIGHTS			284
DESCRIPTION OF CAPITAL STOCK OF THE POST-COMBINATION COMPANY			290
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			297
PRICE RANGE OF SECURITIES AND DIVIDENDS			302
EXPERTS			303

LEGAL MATTERS			304
OTHER MATTERS			305
APPRAISAL RIGHTS			306
WHERE YOU CAN FIND MORE INFORMATION			307
INDEX TO FINANCIAL STATEMENTS			F-1
ANNEX A—AGREEMENT AND PLAN OF MERGER			A-1
ANNEX B—PROPOSED CERTIFICATE OF INCORPORATION OF SYMBOTIC INC.			B-1
ANNEX C—PROPOSED BYLAWS OF SYMBOTIC INC.			C-1
ANNEX D—FORM OF SYMBOTIC INC. 2022 OMNIBUS INCENTIVE COMPENSATION PLAN			D-1
ANNEX E—FORM OF SYMBOTIC INC. 2022 EMPLOYEE STOCK PURCHASE PLAN			E-1
ANNEX F—AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SVF 3			F-1
ANNEX G—EQUITYHOLDERS SUPPORT AGREEMENT			G-1
ANNEX H—SPONSOR SUPPORT AGREEMENT			H-1
ANNEX I—SPONSOR LETTER AGREEMENT			I-1
ANNEX J—UNIT PURCHASE AGREEMENT			J-1
ANNEX K—FORM OF TAX RECEIVABLE AGREEMENT			K-1
ANNEX L—FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT			L-1
ANNEX M—FORM OF SUBSCRIPTION AGREEMENT			M-1
ANNEX N—FORM OF NEW SYMBOTIC HOLDINGS LLC AGREEMENT			N-1
ANNEX O—FORWARD PURCHASE AGREEMENT			O-1

A:

The aggregate consideration to be paid to unitholders of Warehouse in the Business Combination will be based on an Equity Value equal to the sum of (i) $4,500,000,000, plus (ii) the Repurchase Amount, plus (iii) the amount of any cash received or paid by Warehouse on or prior to the Closing in connection with the settlement of any Warehouse warrants currently outstanding (the “Net Warrant Exercise Proceeds”). The Repurchase Amount is an amount equal to (i) $126,000,000 plus (ii) the Net Warrant Exercise Proceeds, provided that the Repurchase Amount shall not exceed $300,000,000 or be less than $0. On December 15, 2021, Walmart consummated the gross exercise of vested warrant units for $173,795,651, and therefore, the Net Warrant Exercise Proceeds and the Repurchase Amount are currently $173,795,651 and approximately $300,000,000, respectively.

A:

The Extraordinary General Meeting will be held at 9:00 a.m. eastern time, on                 , 2022, in virtual format. SVF 3 shareholders may attend, vote and examine the list of SVF 3 shareholders entitled to vote at the Extraordinary General Meeting by visiting https://www.cstproxy.com/svfc/2022 and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. In light of public health concerns regarding the COVID-19 pandemic, the Extraordinary General Meeting will be held in virtual meeting format and it is recommended that you do not attend the Extraordinary General Meeting physically.

A:

Our organizational structure following the Business Combination, as described under the section entitled “ The Business Combination ,” is commonly referred to as an “Up-C” structure, which is often used by partnerships and limited liability companies undertaking an initial public offering to provide certain tax benefits and associated cash flow advantages to both the issuer corporation and the existing owners of the partnership or limited liability company in the initial public offering. The Up-C structure allows current Warehouse unitholders to retain their equity ownership in New Symbotic Holdings, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of New Symbotic Holdings

Common Units. All other investors, including SVF 3 shareholders, will hold their equity ownership in Symbotic Inc., a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes, in the form of shares of Class A common stock.

•

assuming redemption of 31,887,500 Public Shares (not including 112,500 Class A ordinary shares originally issued in the SVF 3 IPO and purchased by certain directors and officers of SVF 3, which are not subject to redemption in connection with the Business Combination) (“Maximum Redemptions”), Symbotic Inc. is expected to own approximately 9% of the New Symbotic Holdings Common Units and the current Warehouse unitholders are expected to own approximately 91% of the New Symbotic Holdings Common Units. Although the pro forma amount of cash under the Maximum Redemptions scenario is less than the Minimum Cash Condition, Warehouse and Symbotic Holdings have not elected to waive such condition. Unless Warehouse and Symbotic Holdings elect to waive this condition, the Maximum Redemptions scenario set out in this section cannot occur. A maximum of 31,226,702 Public Shares can be redeemed while still satisfying the Minimum Cash Condition.

The Tax Receivable Agreement will generally provide for payments to be made as the Post-Combination Company realizes actual cash tax savings in periods after the Closing from the tax benefits covered by the Tax Receivable Agreement. Moreover, the Tax Receivable Agreement provides that, in the event that (i) the Post-Combination Company exercises its early termination rights under the Tax Receivable Agreement, (ii) the Post-Combination Company experiences certain changes of control or (iii) the Post-Combination Company breaches any of its material obligations under the Tax Receivable Agreement, the Post-Combination Company’s obligations under the Tax Receivable Agreement may accelerate and the Post-Combination Company could be required to make payment to each TRA Holder equal to the present value of all future payments that would have otherwise been made under the Tax Receivable Agreement, would be based on certain assumptions, including those relating to the Post-Combination Company’s future taxable income. could be substantial and could exceed the actual tax benefits that the Post-Combination Company realizes subsequent to such payment because such payment would be calculated assuming, among other things, that the Post-Combination Company would have certain tax benefits available to it and that the Post-Combination Company would be able to use the potential tax benefits in future years.

See the section titled “”

For a discussion of the material U.S. federal income tax considerations for Public Shareholders with respect to the exercise of these redemption rights, see “.”

Additionally, because the Domestication will occur immediately prior to the redemption of U.S. holders that exercise redemption rights, U.S. holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code and the potential tax consequences of the rules applicable to a company treated as a “passive foreign investment company” (“PFIC”), as a result of the Domestication. The tax consequences of exercising redemption rights are discussed more fully below under “”

An ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the quorate Extraordinary General Meeting and entitled to vote on such matter is required to approve the Business Combination Proposal. Accordingly, a shareholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the quorate Extraordinary General Meeting, as well as an abstention from voting and a broker with regard to the Business Combination Proposal, will have no effect on the Business Combination Proposal. The Business Combination is conditioned upon the approval of the Business Combination Proposal, subject to the terms of the Merger Agreement. If SVF 3 shareholders fail to approve the Business Combination Proposal, the Business Combination will not occur.

A special resolution under Cayman Islands law, being the affirmative vote of at least a (2/3) majority of the votes cast by the shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the quorate Extraordinary General Meeting and entitled to vote on such matter is required to approve the Domestication Proposal. Accordingly, a shareholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the quorate Extraordinary General Meeting, as well as an abstention from voting and a broker with regard to the Domestication Proposal, will have no effect on the Domestication Proposal. The Business Combination is conditioned upon the approval of the Domestication Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Domestication Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Domestication Proposal will not be effected.

A special resolution under Cayman Islands law, being the affirmative vote of at least a (2/3) majority of the votes cast by the shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the quorate Extraordinary General Meeting and entitled to vote on such matter is required to approve the Organizational Documents Proposal. Accordingly, a shareholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the quorate Extraordinary General Meeting, as well as an abstention from voting and a broker with regard to the Organizational Documents Proposal, will have no effect on

An ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the quorate Extraordinary General Meeting and entitled to vote on such matter is required to approve the Governance Proposals, which is a advisory vote. Accordingly, a shareholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the quorate Extraordinary General Meeting, as well as an abstention from voting and a broker with regard to the Governance Proposals, will have no effect on the Governance Proposals. The Business Combination is not conditioned on the approval of the Governance Proposals.

An ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the quorate Extraordinary General Meeting and entitled to vote on such matter is required to approve the Director Election Proposal. Accordingly, a shareholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the quorate Extraordinary General Meeting, as well as an abstention from voting and a broker with regard to the Director Election Proposal, will have no effect on the Director Election Proposal. The Business Combination is not conditioned on the approval of the Director Election Proposal.

An ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the quorate Extraordinary General Meeting and entitled to vote on such matter is required to approve the Merger Issuance Proposal. Accordingly, a shareholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the quorate Extraordinary General Meeting, as well as an abstention from voting and a broker with regard to the Merger Issuance Proposal, will have no effect on the Merger Issuance Proposal. The Business Combination is conditioned upon the approval of the Merger Issuance Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Merger Issuance Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Merger Issuance Proposal will not be effected.

An ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the quorate Extraordinary General Meeting and entitled to vote on such matter is required to approve the Subscription Agreements Proposal. Accordingly, a shareholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the quorate Extraordinary General Meeting, as well as an abstention from voting and a broker with regard to the Subscription Agreements Proposal, will have no effect on the Subscription Agreements Proposal. The Business Combination is conditioned upon the approval of the Subscription Agreements Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Subscription Agreements Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Subscription Agreements Proposal will not be effected.

An ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the quorate Extraordinary General Meeting and entitled to vote on such matter is required to approve the Incentive Compensation Plan Proposal. Accordingly, a shareholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the quorate Extraordinary General Meeting, as well as an abstention from voting and a broker with regard to the Incentive Compensation Plan Proposal, will have no effect on the

An ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the quorate Extraordinary General Meeting and entitled to vote on such matter is required to approve the ESPP Proposal. Accordingly, a shareholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the quorate Extraordinary General Meeting, as well as an abstention from voting and a broker with regard to the ESPP Proposal, will have no effect on the ESPP Proposal. The Business Combination is conditioned upon the approval of the ESPP Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the ESPP Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the ESPP Proposal will not be effected.

An ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the quorate Extraordinary General Meeting and entitled to vote on such matter is required to approve the Adjournment Proposal. Accordingly, a shareholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the quorate Extraordinary General Meeting, as well as an abstention from voting and a broker with regard to the Adjournment Proposal, will have no effect on the Adjournment Proposal. The Business Combination is not conditioned on the approval of the Adjournment Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal.

As further discussed in the section entitled “” the Sponsor and SVF 3’s directors and officers have entered into the Sponsor Support Agreement with SVF 3 pursuant to which the Sponsor and such directors and officers have agreed to vote ordinary shares representing 22.3% of the aggregate voting power of the ordinary shares (comprised of all the outstanding Founder Shares and Private Placement Shares and 112,500 Public Shares) in favor of the each of the proposals presented at the Extraordinary General Meeting, regardless of how Public Shareholders vote. Accordingly, the Sponsor Support Agreement will increase the likelihood that SVF 3 will receive the requisite shareholder approval for the Business Combination and the transactions contemplated thereby. Because a majority of the proposals, including the Business Combination Proposal, require the affirmative vote of at least a majority of the votes cast by the shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the Extraordinary General Meeting, the affirmative vote of only approximately 3.5% of the outstanding Public Shares, in addition to the Founder Shares, the Private Placement Shares and 112,500 Public Shares held by SVF 3’s directors and officers would be required to approve such proposals if a quorum of only a majority of the shares of SVF 3’s ordinary shares is represented at the Extraordinary General Meeting. Notwithstanding the foregoing, the Business Combination is conditioned upon the approval of the Domestication Proposal and the Organizational Documents Proposal. Approval of each of these proposals requires the affirmative vote of at least a (2/3) majority of the votes cast by the shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the quorate Extraordinary General Meeting and entitled to vote on such matter. Accordingly, the affirmative vote of approximately 14.1% of the outstanding Public Shares, in addition to the Founder Shares, the Private Placement Shares and 112,500 Public Shares held by SVF 3’s directors and officers would be required to approve the Domestication Proposal and the Organizational Documents Proposal if a quorum of only a majority of the shares of SVF 3’s ordinary shares is represented at the Extraordinary General Meeting.

The approval of the Domestication Proposal is a condition to the closing of the transactions contemplated by the Merger Agreement. The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a (2/3) majority of the votes cast by the shareholders present in person (which would include presence at a virtual meeting) or represented by proxy at the quorate Extraordinary General Meeting and entitled to vote on such matter. Abstentions and broker while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting, and otherwise will have no effect on the proposal.

As of the date hereof, assuming no additional Warehouse Units are issued, it is anticipated that, upon the completion of the Business Combination and the consummation of the Unit Purchase, the ownership of the Company (assuming No Redemptions) will be as follows:

See the section titled “” for further information.

A:

As discussed more fully under “ Material U.S. Federal Income Tax Consequences ” below, the Domestication should qualify as a tax-free reorganization within the meaning of Section 368(a)(l)(F) of the Code. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) to a statutory conversion of a corporation holding only investment-type assets such as SVF 3, this result is not entirely clear. Assuming that the Domestication so qualifies, U.S. holders (as defined in “ Material U.S. Federal Income Tax Consequences—U.S. Holders ” below) of SVF 3 ordinary shares will be subject to Section 367(b) of the Code and, as a result:

As discussed further under “” below, SVF 3 believes that it is likely classified as a PFIC for U.S. federal income tax purposes. In the event that SVF 3 is considered a PFIC then, in lieu of the foregoing U.S. federal income tax consequences of the Domestication, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. holder to recognize gain as a result of the Domestication. Any such gain would be taxed as ordinary income and an interest charge would apply based on a complex set of rules. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted. Importantly, however, U.S. holders that make or have made certain elections discussed further under “” with respect to their SVF 3 ordinary shares are generally not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. For a more complete discussion of the potential application of the PFIC rules to U.S. holders as a result of the Domestication, see “.”

Additionally, the Domestication may cause holders (as defined in “” below) to become subject to U.S. federal income withholding taxes on any dividends in respect of such holder’s Symbotic Inc.’s common stock subsequent to the Domestication.

For general information on the material U.S. Federal Income Tax consequences of the Domestication to holders of SVF 3 ordinary shares, see the section titled “.”

A:

Certain of SVF 3’s executive officers and certain non-employee directors may have interests in the Business Combination that may be different from, or in addition to, the interests of SVF 3 shareholders generally. The SVF 3 Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Merger Agreement and in recommending that the Business Combination be approved by the shareholders of SVF 3. These interests include, among other things, the interests listed below:

•

The Articles provide that SVF 3 renounce its interest or expectancy in any corporate opportunity about which any director or officer of SVF 3 acquires knowledge unless such opportunity is expressly offered to such person solely in his or her capacity as SVF 3’s director or officer and such opportunity is one that the Company is able to complete on a reasonable basis. Certain of SVF 3’s officers and directors have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities that are sponsored by affiliates of the Sponsor. SVF 3 does not believe, however, that such pre-existing fiduciary duties or contractual obligations of its officers and directors materially affected its search for an acquisition target.

•

If the Business Combination with Symbotic or another business combination is not consummated within the Completion Window, SVF 3 will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and the SVF 3 Board, dissolving and liquidating. In such event, the 8,000,000 Founder Shares held by SVF 3’s Initial Shareholders which were acquired for an aggregate purchase price of $25,000 prior to the SVF 3 IPO, would be worthless because SVF 3’s Initial Shareholders are not entitled to participate in any redemption or distribution with respect to such shares. Such Founder Shares had an aggregate market value of $ based upon the closing price of $ per Class A ordinary share on NASDAQ on , 2022, the SVF 3 Record Date. Certain Founder Shares are subject to certain performance-based vesting provisions as described under “ The Business Combination —Other Agreements—Sponsor Letter Agreement. ”

•

Simultaneously with the closing of the Initial Public Offering, SVF 3 consummated a private sale of 1,040,000 Class A ordinary shares (the “Private Placement”) at a price of $10.00 per Private Placement Share to our Sponsor, generating gross proceeds of approximately $10,400,000. If we do not consummate a business combination transaction within the Completion Window, then the proceeds from the sale of the Private Placement Shares will be part of the liquidating distribution to the Public Shareholders and the Private Placement Shares held by the Sponsor will be worthless.

•

If SVF 3 is unable to complete a business combination within the Completion Window, its officers will be personally liable under certain circumstances described herein to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by SVF 3 for services rendered or contracted for or products sold to SVF 3. If SVF 3 consummates a business combination, on the other hand, SVF 3 will be liable for all such claims.

•

SVF 3’s directors and officers and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on SVF 3’s behalf, such as identifying

and investigating possible business targets and business combinations. However, if SVF 3 fails to consummate a business combination within the Completion Window, they will not have any claim against the Trust Account for such reimbursement. Accordingly, SVF 3 may not be able to reimburse these expenses if the Business Combination or another business combination is not consummated within the Completion Window.

•

The continued indemnification of current directors and officers and the continuation of directors’ and officers’ liability insurance.

•

Our Sponsor, officers and directors collectively (including entities controlled by officers and directors) have made an aggregate investment of $11,550,000, or $1.26 per SVF 3 ordinary share (including the 8,000,000 Founder Shares, the 1,040,000 Private Placement Shares and the purchase of 112,500 Public Shares in connection with the SVF 3 IPO). Such shares had an aggregate market value of $ based upon the closing price of $ per Class A ordinary share on NASDAQ on , 2022, the SVF 3 Record Date (of which 150,000 Founder Shares and 112,500 Public Shares were held by our directors and officers, which had an aggregate market value of $ based upon the closing price of $ per Class A ordinary share on NASDAQ on , 2022, the SVF 3 Record Date). As a result of the significantly lower investment per share of our Sponsor, directors and officers as compared with the investment per share of our Public Shareholders, a transaction which results in an increase in the value of the investment of our Sponsor, directors and officers may result in a decrease in the value of the investment of our Public Shareholders. These interests could, in theory, incentivize our Sponsor, directors and officers to complete a business combination with a less favorable target company or on terms less favorable to stockholders rather than liquidate.

•

There will be no liquidating distributions from our Trust Account with respect to the Founder Shares or the Private Placement Shares if we fail to complete a business combination within the Completion Window. Our Sponsor purchased the Founder Shares prior to the SVF 3 IPO for an aggregate purchase price of $25,000, and transferred 50,000 Founder Shares to each of Michael Carpenter, Michael Tobin and Cristiana Falcone for aggregate consideration of $300.

•

Following the Closing, the Sponsor would be entitled to the repayment of any Working Capital Loans and advances that have been made to SVF 3 and remain outstanding. On August 10, 2021, the Sponsor agreed to loan SVF 3 $2.0 million as a Working Capital Loan. On November 9, 2021, the Sponsor and SVF 3 agreed to amend this loan to increase the commitment by $1.0 million. If SVF 3 does not complete an initial business combination within the Completion Window, SVF 3 may use a portion of its working capital 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. Up to $2,000,000 of such loans may be convertible into Class A ordinary shares of the post-business combination entity at a price of $10.00 per share at the option of the lender.

•

Our Initial Shareholders and our directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founders Shares and will not have rights to liquidating distributions with respect to their Private Placement Shares if SVF 3 fails to complete a business combination within the Completion Window.

•

As of October 31, 2021, Walmart, Symbotic’s largest customer, holds a majority of the outstanding equity interests of Flipkart Internet Pvt Ltd, a company in which SoftBank Vision Fund II, an affiliate of SBIA, holds a minority interest.

•

In order to protect the amounts held in our Trust Account, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in our Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in SVF 3’s Trust Account or to any claims under our indemnity of the underwriters of the offering against certain liabilities, including liabilities under the Securities Act.

Under the rules of NASDAQ, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that NASDAQ determines to be without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Extraordinary General Meeting are matters. Broker occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

If you are a SVF 3 shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Governance Proposals, the Director Election Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal, the Incentive Compensation Plan Proposal, the ESPP Proposal or the Adjournment Proposal. Such broker will have no effect on the vote count for any of the proposals.

After careful consideration, SVF 3’s board of directors has determined that the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Governance Proposals, the Director Election Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal, the Incentive Compensation Plan Proposal, the ESPP Proposal and the Adjournment Proposal are fair to and in the best interests of SVF 3 and its shareholders and unanimously recommends that you vote or give instruction to vote “” the Business Combination Proposal, “” the Domestication Proposal, “” the Organizational Documents Proposal, “” the Governance Proposals, “” the Director Election Proposal, “” the Merger Issuance Proposal, “” the Subscription Agreements Proposal, “” the Incentive Compensation Plan Proposal, “” the ESPP Proposal and “” the Adjournment Proposal, if presented.

Individuals call toll-free: (800)

Banks and Brokerage Firms, please call: (203)

You may also obtain additional information about SVF 3 from documents filed with the SEC by following the instructions in the section entitled “” If you are a Public Shareholder and you intend to seek redemption of your Public Shares, you will need to deliver your ordinary shares (either physically or electronically) to SVF 3’s transfer agent at the address below prior to the vote at the Extraordinary General Meeting. If you have questions regarding the certification of your position or delivery of your ordinary shares, please contact:

(212)