to

UNDER

THE SECURITIES ACT OF 1933

(650)-562-8100

(650)-562-8100

Copies to:

 

Dear Shareholder:

On December 12, 2021, (a) SVF Investment Corp. 3 (“SVF 3”) and Saturn Acquisition (DE) Corp. (“Merger Sub”), a wholly owned subsidiary of SVF 3, entered into an Agreement and Plan of Merger (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) with Warehouse Technologies LLC (“Warehouse”) and Symbotic Holdings LLC, a wholly owned subsidiary of Warehouse (“Symbotic Holdings”, and together with Warehouse and its other subsidiaries, “Symbotic”), and (b) Warehouse and Symbotic Holdings entered into an Agreement and Plan of Merger (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Company Merger Agreement”). If the Company Merger Agreement, the Merger Agreement, the transactions contemplated thereby and the related matters described herein are adopted by our shareholders and Warehouse’s unitholders, as applicable, (i) Warehouse will merge with and into Symbotic Holdings (the “Company Reorganization”), with Symbotic Holdings surviving the merger (sometimes hereinafter referred to as “Interim Symbotic”) and (ii) immediately thereafter, Merger Sub will merge with and into Interim Symbotic (the “Merger,” and, together with the Domestication and the other transactions contemplated by the Merger Agreement, the “Business Combination”), with Interim Symbotic surviving the merger as a subsidiary of the Post-Combination Company (“New Symbotic Holdings”). Prior to the consummation of the Merger (the “Closing”), SVF 3 will transfer by way of continuation from the Cayman Islands and domesticate as a Delaware corporation (the “Domestication”). Following the Domestication and simultaneously with the Business Combination, SVF 3 will change its corporate name to “Symbotic Inc.” (the “Post-Combination Company” or “Symbotic Inc.”).

“Up-C”

Up-C

Immediately after the consummation of the Company Reorganization, in connection with the Merger, each Interim Symbotic Common Unit issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) will be converted into:

 

 

 

 

Class V-1

Class V-3

Following (but on the date of) the Closing, pursuant to the Unit Purchase Agreement between SVF 3, Warehouse, Symbotic Holdings and certain affiliated entities and trusts of the Symbotic Founder and his family members, the Post-Combination Company will purchase from such affiliated entities and trusts of the Symbotic Founder and his family members an aggregate number of New Symbotic Holdings Common Units equal to the Repurchase Amount, divided by $10.00 (such New Symbotic Holdings Common Units, the “Purchase Units”), in each case, at a price of $10.00 per Purchase Unit in cash (the “Unit Purchase”).

Based on the number of units of Warehouse outstanding and the number of units of Symbotic Holdings outstanding, in each case as of April 22, 2022, and assuming that, in connection with the Company Reorganization, each holder of units of Warehouse, including the Class A Common Units, the Class C Common Units, the Class B Preferred Units, the Class B-1 Preferred Units and the Class B-2 Preferred Units (collectively, the “Warehouse Units”), will receive, in exchange for their Warehouse Units, a number of Interim Symbotic Common Units equal to the amount the holder of such Warehouse Units would have been entitled to receive had the Equity Value been distributed in cash pursuant to the distribution waterfall set forth in the Warehouse LLCA, divided by $10.00 (i) the estimated Exchange Ratio (as defined herein) of New Symbotic Holdings Common Units for each unit of Symbotic Holdings is 1.0 and (ii) holders of Interim Symbotic Common Units as of immediately prior to the Closing will hold (through their ownership of the Post-Combination Company’s common stock and common stock), directly or indirectly, in the aggregate, approximately 86% of the issued and outstanding shares of the Post-Combination Company’s common stock immediately following the Closing and the consummation of the Unit Purchase, assuming No Redemptions (as defined herein). Each share of the Post-Combination Company’s Class A and Class V-1 common stock is entitled to one vote per share, while each share of the Post-Combination Company’s Class V-3 common stock is entitled to three votes per share. Accordingly, assuming No Redemptions, holders of the Post-Combination Company’s Class A and Class V-1 common stock will have             % of the voting power of the Post-Combination Company while holders of the Post-Combination Company’s Class V-3 common stock, held by the Symbotic Founder, certain family members of the Symbotic Founder and certain affiliated entities and trusts of the Symbotic Founder and his family members, will have             % of the voting power of the Post-Combination Company. SVF 3’s Class A ordinary shares are publicly traded on the Nasdaq Capital Market (“NASDAQ”) under the symbol “SVFC.” We intend to apply to list the Post-Combination Company’s Class A common stock on NASDAQ under the symbol “SYM” upon the Closing.

In connection with the execution of the Merger Agreement, SVF 3 entered into subscription agreements (collectively, the “Subscription Agreements”) with certain parties subscribing for shares of the Post-Combination Company’s Class A common stock (the “Subscribers”) pursuant to which the Subscribers have agreed to purchase, and SVF 3 has agreed to sell to the Subscribers, an aggregate of 20,500,000 shares of Class A common stock at a purchase price of $10.00 per share for an aggregate purchase price of $205,000,000. The obligations to consummate the transactions contemplated by the Subscription Agreements are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Merger Agreement.

SVF 3 will hold an extraordinary general meeting of shareholders in lieu of the 2022 annual general meeting of shareholders (the “Extraordinary General Meeting”) to consider matters relating to the proposed Business Combination. SVF 3, Merger Sub, Warehouse and Symbotic Holdings cannot complete the Business Combination unless SVF 3’s shareholders consent to the approval of the Merger Agreement and the transactions contemplated thereby, including the issuance of the Post-Combination Company’s common stock to be issued as the merger consideration and the Domestication, and Warehouse’s unitholders consent to the adoption and approval of the Merger Agreement, the Company Merger Agreement and the transactions contemplated thereby. SVF 3 is sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this proxy statement/prospectus.

KY1-9001,

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF ORDINARY SHARES YOU OWN. To ensure your representation at the Extraordinary General Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to attend the meeting. Submitting a proxy now will NOT prevent you from being able to vote in person (which would include presence at a virtual meeting) at the meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

(800) 662-5200.

 

TO THE SHAREHOLDERS OF SVF INVESTMENT CORP. 3:

KY1-9001,

non-binding

Post-Combination

successors are duly elected and qualified, or until their earlier resignation, removal or death (Proposal No. 5);

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of SVF 3 ordinary shares at the close of business on                , 2022 (the “SVF 3 Record Date”) are entitled to notice of the Extraordinary General Meeting and to vote and have their votes counted at the Extraordinary General Meeting and any adjournments or postponements of the Extraordinary General Meeting.

Pursuant to SVF 3’s existing Articles, SVF 3 will provide holders of its Public Shares (as defined herein) with the opportunity to redeem their Public Shares (which would become shares of Class A common stock in the Post-Combination Company in the Domestication) for cash equal to their pro rata share of the aggregate amount on deposit in SVF 3’s Trust Account (as defined herein), which holds the proceeds of the SVF 3 IPO (as defined herein), as of two business days prior to the consummation of the transactions contemplated by the Business Combination Proposal (including interest earned on the funds held in the Trust Account and not previously released to SVF 3 to pay its taxes). For illustrative purposes, based on funds in the Trust Account of approximately $320.0 million on December 31, 2021, the estimated per share redemption price would have been approximately $10.00, excluding additional interest earned on the funds held in the Trust Account and not previously released to SVF 3 to pay its taxes. Public Shareholders (as defined herein) may elect to redeem their shares even if they vote for the Business Combination Proposal. A Public Shareholder, together with any affiliate or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares without the consent of SVF 3. Accordingly, all Public Shares in excess of 15% held by a Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed for cash without the consent of SVF 3. SVF Sponsor III (DE) LLC, a Delaware limited liability company (the “Sponsor”), and SVF 3’s directors and officers have agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary shares they may hold. Currently, the Initial Shareholders (as defined herein) and SVF 3’s directors and officers own 22.3% of SVF 3’s ordinary shares, consisting of the Founder Shares (as defined herein), the Private

per-share

Consummation of the Business Combination is conditional on approval of each of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal, the Incentive Compensation Plan Proposal and the ESPP Proposal. If any of these proposals is not approved, the other proposals, except the Adjournment Proposal, will not be presented to shareholders for a vote. The Adjournment Proposal is not conditioned on the approval of any other proposal and may be brought before the Extraordinary General Meeting as the first proposal to be voted on. The proxy statement/prospectus accompanying this notice explains the Merger Agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Extraordinary General Meeting. Please review the proxy statement/prospectus carefully.

(“COVID-19”)

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Extraordinary General Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

 

 

 

i

 

ii

This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus.

If you have questions about the Business Combination or the Extraordinary General Meeting, or if you need to obtain copies of the enclosed proxy statement/prospectus, proxy card or other documents incorporated by reference in the proxy statement/prospectus, you may contact SVF 3’s proxy solicitor listed below. You will not be charged for any of the documents you request.

Morrow Sodali

333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902

662-5200

658-9400

Email: SVFC.info@investor.morrowsodali.com

 

iii

As used in this proxy statement/prospectus, unless otherwise noted or the context otherwise requires, references to:

Class V-1

Class V-3

per-share

 

iv

Class V-1

Class V-1

 

v

two-thirds

 

vi

Unless specified otherwise, amounts in this proxy statement/prospectus are presented in United States (“U.S.”) dollars.

Defined terms in the financial statements contained in this proxy statement/prospectus have the meanings ascribed to them in the financial statements.

 

vii

SVF 3, Warehouse, Symbotic Holdings and their subsidiaries own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their business. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable , and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

 

viii

COVID-19

COVID-19

In particular, certain information identified in this proxy statement/prospectus is contained in the following third-party industry sources:

 

 

 

We also identify certain information in this proxy statement/prospectus from the following third-party industry source, which was commissioned by us (not in connection with the preparation of this proxy statement/prospectus or the registration statement of which it forms a part):

 

 

ix

STATEMENTS

This proxy statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of SVF 3 and Symbotic. These statements are based on the beliefs and assumptions of the management of SVF 3 and Symbotic. Although SVF 3 and Symbotic believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither SVF 3 nor Symbotic can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “might,” “will,” “should,” “seeks,” “plans,” “scheduled,” “possible,” “anticipates” or “intends” or similar expressions. Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about the ability of SVF 3 and Symbotic prior to the Business Combination, and the Post-Combination Company following the Business Combination, to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in

 

x

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

xi

In addition, statements of belief and similar statements reflect the beliefs and opinions of SVF 3 or Symbotic, as applicable, on the relevant subject. These statements are based upon information available to SVF 3 or Symbotic, as applicable, as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that SVF 3 or Symbotic, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

 

xii

 

 

The Business Combination cannot be completed unless SVF 3’s shareholders approve the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal, the Incentive Compensation Plan Proposal and the ESPP Proposal (collectively, the “Condition Precedent Proposals”) set forth in this proxy statement/prospectus for their approval. Information about the Extraordinary General Meeting, the Business Combination and the other matters to be considered by shareholders at the Extraordinary General Meeting is contained in this proxy statement/prospectus.

 

 

 

xiii

 

 

Class B-1

Class B-2

Immediately thereafter, if the Business Combination is completed, each Interim Symbotic Common Unit issued and outstanding immediately prior to the Effective Time will be converted into:

 

 

 

 

Following (but on the date of) the Closing, pursuant to the Unit Purchase Agreement between SVF 3, Warehouse, Symbotic Holdings and certain affiliated entities and trusts of the Symbotic Founder and his

 

xiv

Based on the number of Warehouse Units outstanding and the number of units of Symbotic Holdings outstanding, in each case as of April 22, 2022, and assuming that, in connection with the Company Reorganization, each holder of Warehouse Units will receive, in exchange for their Warehouse Units, a number of Interim Symbotic Common Units equal to the amount the holder of such Warehouse Units would have been entitled to receive had the Equity Value been distributed in cash pursuant to the distribution waterfall set forth in the Warehouse LLCA, divided by $10.00 (i) the estimated Exchange Ratio of New Symbotic Holdings Common Units for each unit of Symbotic Holdings is 1.0 and (ii) holders of Interim Symbotic Common Units as of immediately prior to the Closing will hold (through their ownership of the Post-Combination Company’s common stock and common stock), directly or indirectly, in the aggregate, approximately 86% of the issued and outstanding shares of the Post-Combination Company’s common stock immediately following the Closing and the consummation of the Unit Purchase, assuming no redemptions of Public Shares in connection with the Business Combination (“No Redemptions”).

 

 

 

 

 

 

 

xv

KY1-9001,

If you do not have Internet capabilities, you can listen only to the Extraordinary General Meeting by dialing 1 800-450-7155 (U.S. and Canada) or +1 857-999-9155 (outside of the U.S. and Canada), when prompted enter the pin 9073569#. This is listen only, you will not be able to vote or enter questions during the Extraordinary General Meeting.

 

 

non-binding

10. A proposal to approve, by way of ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies (i) to ensure that any required supplement or amendment to the proxy statement or prospectus is provided to SVF 3’s shareholders, and/or (ii) permit further solicitation and vote of proxies in the event that there are

 

xvi

SVF 3 will hold the Extraordinary General Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. Shareholders of SVF 3 should read this proxy statement/prospectus carefully, including the Annexes and the other documents referred to herein.

Consummation of the Business Combination is conditional on approval of each of the Condition Precedent Proposals, subject to the terms of the Merger Agreement. If any of these proposals is not approved, the other proposals, except the Adjournment Proposal, will not be presented to shareholders for a vote. The Adjournment Proposal is not conditioned on the approval of any other proposal.

 

 

On March 11, 2021, SVF 3 consummated its initial public offering of 32,000,000 Class A ordinary shares, including 4,000,000 shares issued pursuant to the full exercise of the underwriters’ over-allotment option, at an offering price of $10.00 per share, and a private placement with SVF Sponsor III (DE) LLC of 1,040,000 private placement shares at a price of $10.00 per share. Since the SVF 3 IPO, SVF 3’s activity has been limited to the evaluation of business combination candidates.

 

 

 

xvii

Consequences—Non-U.S.

If the Merger Agreement is approved and adopted and the Business Combination is subsequently completed, (i) Warehouse will merge with and into Symbotic Holdings, with Symbotic Holdings surviving the merger, (ii) immediately thereafter, Merger Sub will merge with and into Interim Symbotic, with Interim Symbotic surviving the merger as a subsidiary of the Post-Combination Company. Prior to Closing, SVF 3 will transfer by way of continuation from the Cayman Islands and domesticate as a Delaware corporation. Following the Domestication and simultaneously with the Closing, SVF 3 will change its corporate name to “Symbotic Inc.”

The organizational structure following the Business Combination will be what is commonly referred to as an structure, which is often used by partnerships and limited liability companies (such as Warehouse) 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 structure allows holders of Warehouse to retain their direct 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 following the Business Combination. This allows the holders of New Symbotic Holdings Common Units to retain the tax benefits of owning interests in a pass-through entity while also being able to access public markets. All other investors, including the current 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.

 

 

 

 

 

 

Accordingly, pursuant to the terms of the Merger Agreement, immediately after the consummation of the Company Reorganization, at the Effective Time, holders of each outstanding Interim Symbotic Common Unit will be entitled to receive a number of New Symbotic Holdings Common Units equal to the quotient (the “Exchange Ratio”) of (subject to rounding): (i) the Equity Value, divided by (ii) $10.00, divided by (iii) the number of Interim Symbotic Common Units issued and outstanding on a fully diluted basis immediately prior to the Effective Time. Based on the number of Warehouse Units outstanding and the number of units of Symbotic Holdings outstanding, in each case as of April 22, 2022, and assuming that, in connection with the Company Reorganization, each holder of Warehouse Units will receive, in exchange for their Warehouse Units, a number of Interim Symbotic Common Units equal to the amount the holder of such Warehouse Units would have been entitled to receive had the Equity Value been distributed in cash pursuant to the distribution waterfall set forth in the Warehouse LLCA, divided by $10.00, the estimated Exchange Ratio of New Symbotic Holdings Common Units for each Interim Symbotic Common Unit is 1.0 as of April 22, 2022. The Symbotic Founder, certain family members of the Symbotic Founder and certain affiliated entities and trusts of the Symbotic Founder and his family members will also receive a number of shares of the Post-Combination Company’s common stock, which has three votes per share, equal to the number of New Symbotic Holdings Common Units received by such holder, in exchange for payment by such holder to the Post-Combination Company of adequate consideration (in each case, not to exceed $0.00015 per share of the Post-Combination Company’s common stock). Because the Class V-3 common stock will have three votes per share, the Symbotic Founder and certain affiliated entities and trusts of the Symbotic Founder and his family members, in the aggregate, will control 91% of the combined voting power of the outstanding common stock of Symbotic Inc. following the Closing. The other holders of Interim Symbotic Common Units will receive a number of shares of the Post-Combination Company’s common stock, which has one vote per share (i.e., the same voting rights as Class A common stock), equal to the number of New Symbotic Holdings Common Units received by such holder, in exchange for payment by such holder to the Post-Combination Company of adequate consideration (in each case, not to exceed $0.0001 per share of the Post-Combination Company’s common stock). Other than the number of votes per share, there will be no difference between the Post-Combination Company’s Class V-3 common stock and Class V-1 common stock.

Class V-3

Class V-1

following seven years after the date on which the Proposed Charter becomes effective, (ii) the third business day following the approval of such conversion by the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of Class V-3 common stock entitled to vote thereon or (iii) the first business day following such time as the outstanding shares of Class V-3 common stock constitute less than five percent of the aggregate number of shares of the Post-Combination Company’s common stock then outstanding. Each share of the Post-Combination Company’s Class V-3 common stock may also be converted into one share of the Post-Combination Company’s Class V-1 common stock at the option of the holder thereof.

Class V-3

Class V-1

Class V-1

Class V-1

one-time

one-time

one-time

fully-diluted

Post-Combination

 

Post-Combination

 

The numbers of shares and percentage interests set forth above are based on a number of assumptions, including that Warehouse does not issue any additional equity securities prior to the Business Combination, no Earnout Interests are issued and the Forward Purchase Investor will purchase a total of 20,000,000 Forward Purchase Shares pursuant to the Forward Purchase Agreement. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different. In addition, the numbers of shares and percentage interests set forth above do not take into account units issuable upon the exercise of securities exercisable for Warehouse Units or units of Symbotic Holdings. 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.

Assuming No Redemptions, full vesting of the 3,616,000 shares subject to vesting requirements pursuant to the Sponsor Letter Agreement, the issuance of 20,000,000 shares of Class V-1 common stock pursuant to the issuance of Earnout Interests,              shares reserved for issuance pursuant to the Incentive Compensation Plan,

current Warehouse unitholders will own 65,947,608 shares of Class V-1 common stock, representing approximately     % of the total common stock outstanding and 421,431,957 shares of Class V-3 common stock, representing approximately     % of the total common stock outstanding, the Subscribers will own 20,500,000 shares of Class A common stock, representing approximately     % of the total common stock outstanding, the Forward Purchase Investor will own 20,000,000 shares of Class A common stock, representing approximately % of the total common stock outstanding, the Public Shareholders will own 32,000,000 shares of Class A common stock, representing approximately     % of the total common stock outstanding, the Initial Shareholders will own 9,240,000 shares of Class A common stock, representing approximately % of the total common stock outstanding (including 200,000 shares issuable upon conversion of Working Capital Loans and 3,616,000 shares subject to vesting requirements pursuant to the Sponsor Letter Agreement) and recipients of awards under the Incentive Compensation Plan will own              shares of Class A common stock, representing approximately % of the total common stock outstanding.

Assuming Maximum Redemptions, full vesting of the 3,616,000 shares subject to vesting requirements pursuant to the Sponsor Letter Agreement, the issuance of 20,000,000 shares of Class V-1 common stock pursuant to the issuance of Earnout Interests,              shares reserved for issuance pursuant to the Incentive Compensation Plan, current Warehouse unitholders will own 65,947,608 shares of Class V-1 common stock, representing approximately     % of the total common stock outstanding and 421,431,957 shares of Class V-3 common stock, representing approximately     % of the total common stock outstanding, the Subscribers will own 20,500,000 shares of Class A common stock, representing approximately     % of the total common stock outstanding, the Forward Purchase Investor will own 20,000,000 shares of Class A common stock, representing approximately     % of the total common stock outstanding, the Public Shareholders will own 32,000,000 shares of Class A common stock, representing approximately     % of the total common stock outstanding, the Initial Shareholders will own 9,240,000 shares of Class A common stock, representing approximately     % of the total common stock outstanding (including 200,000 shares issuable upon conversion of Working Capital Loans and 3,616,000 shares subject to vesting requirements pursuant to the Sponsor Letter Agreement) and recipients of awards under the Incentive Compensation Plan will own              shares of Class A common stock, representing approximately % of the total common stock outstanding.

The Extraordinary General Meeting of shareholders in lieu of the 2022 annual general meeting of shareholders of SVF 3 will be held at 9:00 a.m., Eastern time, on                , 2022, in virtual format, to consider

and vote upon 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, if necessary, the Adjournment Proposal to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Condition Precedent Proposals, or we determine that one or more of the closing conditions under the Merger Agreement is not satisfied or waived.

Shareholders will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if they owned SVF 3 ordinary shares at the close of business on                , 2022, which is the SVF 3 Record Date. Shareholders will have one vote for each SVF 3 ordinary share owned at the close of business on the SVF 3 Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. On the SVF 3 Record Date, there were                SVF 3 ordinary shares outstanding, of which                were Public Shares with the rest being Founder Shares and Private Placement Shares held by the Initial Shareholders.

non-votes

 

 

non-votes,

Consummation of the Business Combination is conditional on approval of each of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Merger Issuance Proposal, the Subscription Agreements Proposal, the Incentive Compensation Plan Proposal and the ESPP Proposal. If any of these proposals is not approved, the other proposals, except the Adjournment Proposal, will not be presented to the shareholders for a vote. The Adjournment Proposal is not conditioned on the approval of any other proposal.

KY1-9001,

Certain of SVF 3’s executive officers and directors may have interests in the Business Combination that may be different from, or in addition to, the interests of SVF 3’s shareholders. The members of the SVF 3 board of directors were aware of and considered these interests, among other matters, when they approved the Merger Agreement and recommended that SVF 3 shareholders approve the proposals required to effect the Business Combination. These interests include, among other things, the interests listed below:

 

 

 

 

 

 

 

 

 

 

 

In addition, if we are able to complete a business combination within the Completion Window, our Initial Stockholders may receive a positive return on the 8,000,000 Founder Shares, which were acquired by our

Sponsor for an aggregate purchase price of $25,000 prior to the SVF 3 IPO, and the 1,040,000 Private Placement Shares, which were acquired for an aggregate purchase price of $10,400,000 with the completion of the SVF 3 IPO, even if our Public Shareholders experience a negative return on their investment in our Class A ordinary shares after consummation of the Business Combination. However, if we are unable to complete our initial business combination within the Completion Window, our Sponsor may lose their investment of $13,424,700 made in respect of the Founder Shares, Private Placement Shares and Working Capital Loans.

SVF 3 shareholders do not have appraisal rights in connection with the Business Combination or the Domestication under Cayman Islands law or under the DGCL.

The respective obligations of each of SVF 3, Merger Sub, Warehouse and Symbotic Holdings to complete the Business Combination are subject to the satisfaction or waiver at or prior to the Closing of the following conditions:

 

 

 

 

 

 

The obligation of SVF 3 and Merger Sub to complete the Business Combination is also subject to the satisfaction, or waiver by SVF 3, of the following conditions:

 

 

 

 

 

 

The obligation of Warehouse and Symbotic Holdings to complete the Business Combination is also subject to the satisfaction, or waiver by Warehouse, of the following conditions:

 

 

 

 

 

 

 

 

 

Through the Effective Time, SVF 3 has agreed not to take, nor permit any of its affiliates or representatives to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement, letter of intent, memorandum of understanding or agreement in

principle with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than Warehouse, its members and/or any of their affiliates or representatives) concerning, relating to or which is intended or is reasonably likely to give rise to or result in any offer, inquiry, proposal or indication of interest, written or oral, relating to any business combination other than with Warehouse, its members and their respective affiliates and representatives. SVF 3 has agreed to, and to cause its affiliates and representatives to, immediately cease any and all existing discussions or negotiations with any person conducted prior to the date of the Merger Agreement with respect to, or which is reasonably likely to give rise to or result in, a proposal for a business combination.

non-public

SVF 3 has agreed to use reasonable best efforts to, as promptly as practicable, (i) establish the record date for, duly call, give notice of, convene and hold the Extraordinary General Meeting in accordance with the Cayman Companies Act and the Exchange Act, (ii) after the registration statement is declared effective under the Securities Act, cause this proxy statement/prospectus to be disseminated to SVF 3’s shareholders in compliance with applicable law, and (iii) solicit proxies from the holders of SVF 3’s common stock to vote in accordance with the recommendation of the SVF 3 board of directors with respect to each of the proposals contained in this proxy statement/prospectus. SVF 3 has agreed, through the SVF 3 board of directors, to recommend to its stockholders that they approve the proposals contained in this proxy statement/prospectus (the “SVF 3 board recommendation”) and will include the SVF 3 board recommendation in this proxy statement/prospectus, provided that, pursuant to the terms of the Merger Agreement, the SVF 3 board of directors will be permitted to change, withdraw, withhold, qualify and/or modify, and/or publicly propose to change, withdraw, withhold, qualify and/or modify, the SVF 3 board recommendation (a “modification in recommendation”) if the SVF 3 board of directors will have determined in good faith that a failure to make a modification in recommendation would be inconsistent with its fiduciary duties under applicable law.

The Merger Agreement may be terminated at any time, but not later than the Closing, as follows:

 

 

 

 

 

 

 

 

In the event of termination of the Merger Agreement and the abandonment of the Business Combination pursuant to the termination provisions set forth in the Merger Agreement, the Merger Agreement will become void and of no effect with no liability to any person on the part of any party (or any of its representatives or affiliates), provided, however, (a) no such termination will relieve any party of any liability or damages to any other party resulting from any willful breach of the Merger Agreement and (b) certain provisions, including those relating to the Trust Account, will continue in effect notwithstanding the termination of the Merger Agreement.

In the event the Merger Agreement is terminated in accordance with the termination rights set forth in the sixth or seventh bullets above, then SVF 3 shall be entitled to receive a reimbursement fee in the amount of $2,000,000 from Warehouse. The PCAOB Audited Financials were delivered to SVF 3 on February 4, 2022, thus ending SVF 3’s right to terminate pursuant to the sixth bullet above. SVF 3’s right to terminate pursuant to the seventh bullet above expired on February 19, 2022.

share sub-divisions, share

a 30-trading day

lock-up.

The parties to the Sponsor Letter Agreement have also agreed that certain of the Sponsor Shares shall be subject to certain performance-based vesting provisions described below, and the Sponsor has agreed, subject to certain exceptions, not to transfer any unvested Sponsor Shares prior to the date such securities become vested. Pursuant to the Sponsor Letter Agreement, (i) 60% of the Sponsor Shares will vest at the Closing, (ii) 20% of the Sponsor Shares (the “$12.00 Threshold Shares”) will vest at such time as Triggering Event I occurs on or before the seventh anniversary of the Closing, and (iii) 20% of the Sponsor Shares (the “$14.00 Threshold Shares”) will vest at such time as Triggering Event II occurs on or before the seventh anniversary of the Closing. Any Sponsor Shares that remain unvested after the seventh anniversary of the Closing shall be forfeited.

Class V-3

Class V-3

step-up

a lump-sum cash

which lump-sum payment

The lump-sum payment

The following tables summarize the estimated sources and uses for funding the Business Combination assuming (i) that none of SVF 3’s outstanding Class A ordinary shares are redeemed in connection with the Business Combination and (ii) that 31,887,500 outstanding Class A ordinary 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) are redeemed in connection with the Business Combination. The number of Class A ordinary shares redeemable assuming Maximum Redemptions assumes that the per share redemption price is $10.00; the actual per share redemption price will be equal to the pro rata portion of the Trust Account calculated as of two business days prior to the consummation of the Business Combination. 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.

 

 

 

 

Under this method of accounting, SVF 3 will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Warehouse issuing stock for the net assets of SVF 3, accompanied by a recapitalization. The net assets of SVF 3

will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Warehouse.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Symbotic’s vision is to make the supply chain work better for everyone. It does this by developing, commercializing, and deploying innovative, end-to-end technology solutions that dramatically improve supply chain operations. Symbotic currently automates the processing of pallets and cases in large warehouses or