UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

REGISTRATION STATEMENT

 

SVF Investment Corp. 3*

(Exact name of registrant as specified in its charter)

 

1 Circle Star Way

San Carlos

California 94070, United States

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Ioannis Pipilis

c/o SVF Sponsor III (DE) LLC

1 Circle Star Way

San Carlos California 94070

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Approximate date of commencement of proposed sale of the securities to the public:

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Rule 13e-4(i)

(Cross-Border

Rule 14d-1(d)

(Cross-Border

Third-Party

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

Sincerely,

/s/ Ioannis Pipilis

Ioannis Pipilis

Chairman of the Board and Chief Executive Officer

By Order of the Board of Directors

/s/ Ioannis Pipilis

Ioannis Pipilis

Chairman of the Board and Chief Executive Officer

The Business Combination—Other Agreements—Tax Receivable Agreement.

Material U.S. Federal Income Tax Consequences

Material U.S. Federal Income Tax Consequences—U.S. Holders—

Tax Consequences to U.S. Holders That Elect to Exercise Redemption Rights.

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The Business Combination—Other Agreements—Sponsor Support Agreement,

Unaudited Pro Forma Condensed Combined Financial Information

Material U.S. Federal Income Tax Consequences

Material U.S. Federal Income Tax Consequences—U.S. Holders—PFIC Considerations

Material U.S. Federal Income Tax Consequences—U.S. Holders—PFIC Considerations

Material U.S. Federal Income Tax Holders

Material U.S. Federal Income Tax Consequences

The Business Combination—Interests of SVF 3’s Directors and Officers in the Business Combination.

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Where You Can Find More Information.

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The terms and conditions of the Business Combination are contained in the Merger Agreement, which is attached as to this proxy statement/prospectus. We encourage you to read the Merger Agreement carefully, as it is the legal document that governs the Business Combination.

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.

Below is a list illustrating the material events relating to the Company Reorganization and Business Combination. Each of these events, as well as any conditions to their consummation, is discussed in more detail elsewhere in this proxy statement/prospectus.

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, (ii) the Repurchase Amount, which amount is currently $300,000,000, (iii) the Net Warrant Exercise Proceeds, which amount is currently $277,775,979.

be entitled to receive a number of Interim Symbotic Common Units equal to (i) the amount such holder would have been entitled to receive had the Equity Value been distributed in cash pursuant to the Warehouse LLCA, divided by(ii) $10.00.

Following the Business Combination, consistent with the Up-C structure, current Warehouse unitholders will hold their economic interests directly in New Symbotic Holdings. All other investors, including SVF 3 shareholders, will hold their economic interests through Symbotic Inc. Current Warehouse unitholders will also hold voting interests in Symbotic Inc. in the form of voting stock with no economic rights (including rights to dividends and distributions upon liquidation). Pursuant to the terms of the Proposed Charter, the number of shares of voting stock held by any unitholder must always equal the number of New Symbotic Holdings Common Units held by such holder. See “”

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 May 23, 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 May 23, 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 90.0% 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.

The Post-Combination Company’s common stock will automatically convert into the Post-Combination Company’s common stock upon the earliest to occur of: (i) the first business day 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.

Each New Symbotic Holdings Common Unit may be redeemed by the holder thereof for shares of Class A common stock, par value $0.0001 per share, of the Post-Combination Company (or an equivalent amount in cash, at the option of the Post-Combination Company, subject to the provisions of the New Symbotic Holdings LLC Agreement) at a value equal to the arithmetic mean of the volume-weighted average price of a share of the Post-Combination Company’s Class A common stock for the full five trading days immediately prior to the date of delivery of the applicable redemption notice, subject to certain exceptions. Upon such redemption, a number of the redeeming holder’s shares of the Post-Combination Company’s common stock or common stock, as applicable, equal to the number of the redeemed New Symbotic Holdings Common Units, will be transferred to the Post-Combination Company and cancelled by the Post-Combination Company.

The holders of outstanding New Symbotic Holdings Common Units as of the Effective Time will also have contingent rights to receive up to an aggregate of 20,000,000 New Symbotic Holdings Common Units and an equal number of shares of the Post-Combination Company’s common stock (or such other shares or other securities into which such New Symbotic Holdings Common Units and/or the Post-Combination Company’s common stock are converted, exchanged, reclassified or otherwise changed, as the case may be, from time to time) (collectively, the “Earnout Interests”). Each holder of New Symbotic Holdings Common Units will be entitled to receive their pro rata share of the Earnout Interests in three tranches upon the occurrence of the following milestones on or prior to the seventh anniversary of the Closing: (i) a issuance of 6,666,667 Earnout Interests on the first date on which the volume weighted average price of shares of the Post-Combination Company’s Class A common stock over any 20 trading days within the preceding 30 consecutive trading day period (the “Earnout VWAP Price”) is greater than or equal to $12.00 (“Triggering Event I”); (ii) a issuance of 6,666,667 Earnout Interests on the first date on which the Earnout VWAP Price is greater than or equal to $14.00 (“Triggering Event II”); and (iii) a issuance of 6,666,666 Earnout Interests on the first date on which the Earnout VWAP Price is greater than or equal to $16.00 (“Triggering Event III”).

As of the date of this proxy statement/prospectus, there are 41,040,000 SVF 3 ordinary shares issued and outstanding, including 8,000,000 SVF 3 Class B ordinary shares, each of which will be converted into one share of Class A common stock in the Post-Combination Company as a result of the Domestication and the Business Combination. As of the date of this proxy statement/prospectus (without giving effect to the Business Combination and assuming No Redemptions), assuming that each Class B ordinary share is converted into one Class A ordinary share, the SVF 3 stock capital would be 41,040,000 ordinary shares.

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:

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 Maximum Redemptions, will be as follows:

Please see the section titled “” for further information.

The SVF 3 board of directors has unanimously determined that the Business Combination, on the terms and conditions set forth in the Merger Agreement, is advisable and in the best interests of SVF 3 and has directed that the proposals set forth in this proxy statement/prospectus be submitted to its shareholders for approval at the Extraordinary General Meeting on the date and at the time and place set forth in this proxy statement/prospectus. The SVF 3 board of directors unanimously recommends that SVF 3’s shareholders 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. See

A quorum of SVF 3 shareholders is necessary to hold a valid meeting. A quorum will be present at the Extraordinary General Meeting if one or more shareholders holding at least a majority of the paid up voting share capital of SVF 3 entitled to vote at the meeting are represented in person (which would include presence at a virtual meeting) or by proxy. Abstentions and broker will count as present for the purposes of establishing a quorum. The Initial Shareholders of record and SVF 3’s directors and officers are entitled to vote 22.3% of the outstanding SVF 3 ordinary shares. Such shares, as well as any ordinary shares acquired in the aftermarket by the Sponsor and SVF 3’s directors and officers, will be voted in favor of the each of the proposals presented at the Extraordinary General Meeting. The proposals presented at the Extraordinary General Meeting will require the following votes:

With respect to 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, abstentions from voting and broker while considered present for purposes of establishing quorum, will not count as votes cast at the Extraordinary General Meeting, and otherwise will have no effect on such proposals. Please note that holders of the Public Shares can exercise their redemption rights whether they vote their Public Shares for or against, or whether they abstain from voting on, the Business Combination Proposal or any other proposal described in this proxy statement/prospectus.

For the purposes of the Articles, the physical location of the meeting shall be at the offices of Walkers (190 Elgin Avenue, George Town, Grand Cayman Cayman Islands).

The SVF 3 board of directors and the audit committee thereof was aware of and considered these interests, among other matters, in reaching the determination to approve the terms of the Business Combination and in recommending to SVF 3’s shareholders that they vote to approve the Business Combination. See “ ”

It is a requirement under the Articles that the business or assets acquired in its initial business combination have a fair market value equal to at least 80% of the assets held in the Trust Account (excluding deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into such business combination. In addition, NASDAQ rules require that SVF 3 complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of our signing a definitive agreement in connection with our initial business combination. As of December 12, 2021, the date of the execution of the definitive agreement for the proposed Business Combination, the balance of the Trust Account was approximately $308.8 million (excluding the $11.2 million of deferred underwriting commissions and taxes payable on the income earned on the Trust Account) and 80% thereof represents approximately $247.0 million. In reaching its conclusion that the proposed Business Combination meets the 80% asset test, our Board used as a fair market value the enterprise value of approximately $4.8 billion, which was implied based on the terms of the transactions agreed to by the parties in negotiating the definitive agreement for the proposed Business Combination. The enterprise value consists of an implied equity value for Warehouse (prior to the proposed Business Combination) of approximately $4.8 billion. In determining whether the enterprise value described above represents the fair market value of Warehouse, the SVF 3 Board considered all of the factors described in the section of the proxy statement/prospectus captioned “” and the fact that the purchase price for Warehouse was the result of an arm’s length negotiation. As a result, the SVF 3 Board concluded that the fair market value of Warehouse was significantly in excess of 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account).

Warehouse has agreed that, from the date of the Merger Agreement until the earlier of the Effective Time or the termination of the Merger Agreement, it will not, and will cause its subsidiaries and its and their respective directors, officers and other employees and direct all other representatives not to, (i) initiate any negotiations with any person with respect to, or provide any information or data concerning Warehouse or any of its subsidiaries to any person relating to, an acquisition proposal or alternative transaction or afford to any person access to the business, properties, assets or personnel of Warehouse or any of its subsidiaries in connection with an acquisition proposal or alternative transaction, (ii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an acquisition proposal or alternative transaction, (iii) grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any person to make an acquisition proposal or alternative transaction.

The foregoing description of the Merger Agreement and the Business Combination is not complete and is subject to, and qualified in its entirety by reference to, the actual agreement, a copy of which is filed with this proxy statement/prospectus as , and the terms of which are incorporated herein by reference.

In connection with the execution of the Merger Agreement, SVF 3 and Warehouse entered into a support agreement (the “Equityholders Support Agreement”), a copy of which is attached to this proxy statement/prospectus as , with certain unitholders of Warehouse (the “Requisite Equityholders”), which collectively hold Warehouse Units representing a majority of the voting power of each class of the issued and outstanding Warehouse Units. The Equityholders Support Agreement provides, among other things, that each Requisite Equityholder will, with respect to all Warehouse Units held by such Requisite Equityholder: (i) deliver to Warehouse a written consent adopting and approving the Company Merger Agreement, the Merger Agreement, and the transactions contemplated thereby, including the Company Reorganization and the Business Combination; (ii) cause such units to be counted as present at any meeting of Warehouse unitholders with respect to the Business Combination for the purpose of establishing a quorum; (iii) vote all such units against any action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Business Combination or result in a breach of any obligation or agreement of Warehouse or Symbotic Holdings, as applicable, contained in the Merger Agreement or the Equityholders Support Agreement; and (iv) not transfer such units except in certain permitted transfers. See “” for additional information.

In connection with the execution of the Merger Agreement, the Sponsor, the directors and officers of SVF 3 (the “SVF Insiders”) and Warehouse entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), a copy of which is attached to this proxy statement/prospectus as , whereby each of the Sponsor and the SVF Insiders agreed to vote their SVF 3 Class A ordinary shares and Founder Shares (collectively, the “Covered Shares”) in favor of the Merger and each other proposal included in the agenda for the Extraordinary General Meeting. The Sponsor and the SVF Insiders also agreed, among other things, that (i) they will cause their Covered Shares to be counted as present at the Extraordinary General Meeting for the purpose of establishing a quorum; (ii) vote against any action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Business Combination or result in a breach of any obligation or agreement of SVF 3, Merger Sub, the Sponsor or the SVF Insiders, as applicable, contained in the Merger Agreement, the Subscription Agreements or the Sponsor Support Agreement or result in any of the closing conditions not being fulfilled and (iii) vote against any change in business, management or the board of directors of SVF 3 (other than in connection with the Business Combination and related proposals). The Sponsor and SVF Insiders have also agreed not to redeem any Covered Shares owned by them. See “” for additional information.

In connection with the execution of the Merger Agreement, the Sponsor, the SVF Insiders, SVF 3 and Warehouse entered into a letter agreement (the “Sponsor Letter Agreement”), a copy of which is attached to this proxy statement/prospectus as . Pursuant to the Sponsor Letter Agreement, the Sponsor and the SVF Insiders agreed, subject to certain exceptions, not to transfer any of (a) the SVF 3 Class B ordinary shares and any securities into which such shares are converted in connection with the Closing and (b) the Private Placement Shares (but for the avoidance of doubt, not including any of the Post-Combination Company’s Class A common

stock issued to Sponsor or any of its affiliates on the Closing Date pursuant to a Subscription Agreement or the Forward Purchase Agreement) (the shares set forth in the foregoing clauses (a) and (b), collectively, the “Sponsor Shares”) until the earlier of (i) one year after the completion of the Business Combination and (ii) the date following the completion of the Business Combination on which the Post-Combination Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Post-Combination Company’s shareholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if, subsequent to the Business Combination, the last reported sale price of the Post-Combination Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within period commencing at least 150 days after the Business Combination, the Sponsor Shares shall be released from the foregoing

In the event the Post-Combination Company enters into a binding agreement on or before (a) the seventh anniversary of the Closing and (b) the occurrence of Triggering Event I and/or Triggering Event II, related to certain sale transactions involving the outstanding voting equity securities of the Post-Combination Company or all or substantially all of the assets of the Post-Combination Company, (i) the $12.00 Threshold Shares (to the extent Triggering Event I has not occurred) shall vest on the day prior to the closing of such sale transaction if the per share price implied in such transaction is equal to or greater than $12.00, and (ii) the $14.00 Threshold Shares (to the extent Triggering Event II has not occurred) shall vest on the day prior to the closing of such sale transaction if the per share price implied in such transaction is equal to or greater than $14.00. See “” for additional information.

In connection with the execution of the Merger Agreement, SVF 3, Warehouse, Symbotic Holdings, and certain affiliated entities and trusts of the Symbotic Founder and his family members (the “Sellers”) entered into a Unit Purchase Agreement (the “Unit Purchase Agreement”), a copy of which is attached to this proxy statement/prospectus as . The Unit Purchase Agreement provides that following the Closing, but on the Closing Date, SVF 3 shall purchase from the Sellers an aggregate number of New Symbotic Holdings Common Units equal to the Repurchase Amount without any deductions or setoff, divided by $10.00, in each case, at a price of $10.00 per Purchase Unit in cash. Concurrently with the purchase of the Purchase Units, an equal number of shares of the Post-Combination Company’s common stock held by the Sellers will automatically and simultaneously be transferred to the Post-Combination Company and the Post-Combination Company shall cancel such shares of the Post-Combination Company’s common stock. See “” for additional information.

In connection with the Closing, SVF 3 will enter into the Tax Receivable Agreement, a form of which is attached to this proxy statement/prospectus as , with the TRA Holders and New Symbotic Holdings. The Tax Receivable Agreement will generally provide for the payment by the Post-Combination Company to the

TRA Holders of 85% of the amount of the cash savings, if any, in U.S. federal and state income tax that the Post-Combination Company actually realizes (or is deemed to realize in certain circumstances) in periods after the Closing as a result of (a) the existing tax basis in certain assets of New Symbotic Holdings that is allocable to the relevant New Symbotic Holdings Common Units, (b) any in tax basis in New Symbotic Holdings’ assets resulting from (i) certain purchases of New Symbotic Holdings Common Units (including the purchases of the Purchase Units pursuant to the Unit Purchase Agreement), (ii) future exchanges of New Symbotic Holdings Common Units for cash or shares of the Post-Combination Company’s Class A common stock, (iii) certain distributions (if any) by New Symbotic Holdings and (iv) payments under the Tax Receivable Agreement, and (c) tax benefits related to imputed interest deemed to be paid by the Post-Combination Company as a result of payments under the Tax Receivable Agreement.

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 “” for additional information.

The Merger Agreement contemplates that, in connection with the consummation of the Business Combination, Symbotic Inc., the Sponsor, certain independent directors of SVF 3 and certain legacy Warehouse unitholders will enter into an amended and restated registration rights agreement (the “A&R Registration Rights Agreement”), a form of which is attached to this proxy statement/prospectus as . Pursuant to the A&R Registration Rights Agreement, Symbotic Inc. will agree to register for resale under the Securities Act certain shares of Symbotic Inc. common stock and other equity securities of Symbotic Inc. that are held by the parties thereto from time to time. See “” for additional information.

In connection with the execution of the Merger Agreement, SVF 3 entered into Subscription Agreements (the “Subscription Agreements”), a form of which is attached to this proxy statement/prospectus as 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 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. 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. See “” for additional information.

Following the Closing, Symbotic Inc. will operate its business through New Symbotic Holdings. At the Closing, Symbotic Holdings, Symbotic Inc. and the other unitholders of Symbotic Holdings will enter into the New Symbotic Holdings LLC Agreement, a form of which is attached to this proxy statement/prospectus as . The operations of Symbotic Holdings, and the rights and obligations of its unitholders, will be set forth in the New Symbotic Holdings LLC Agreement. See “” for additional information.

In connection with the SVF 3 IPO, SVF 3 entered into a Forward Purchase Agreement (the “Forward Purchase Agreement”) with an affiliate of the Sponsor (the “Forward Purchase Investor”), a form of which is attached to this proxy statement/prospectus as , which provides for the purchase of $150,000,000 of Class A ordinary shares (the “Forward Purchase Shares”) for $10.00 per share, in a private placement to close substantially concurrently with the closing of SVF 3’s initial business combination. The Forward Purchase Agreement also provided that the Forward Purchase Investor may elect to purchase up to an additional $50,000,000 of Forward Purchase Shares, for a purchase price of $10.00 per share. Any elections to purchase up to 5,000,000 additional Forward Purchase Shares will take place in one or more private placements in such amounts and at such time as the Forward Purchase Investor determines, but no later than simultaneously with the closing of SVF 3’s initial business combination. The Forward Purchase Investor has elected to purchase 5,000,000 additional Forward Purchase Shares for aggregate proceeds of $50,000,000 immediately prior to the Closing. SVF 3 and the Forward Purchase Investor may determine, by mutual agreement, to increase the number of additional Forward Purchase Shares at any time prior to SVF 3’s initial business combination. The obligations under the Forward Purchase Agreement do not depend on whether any Class A ordinary shares are redeemed by the Public Shareholders. The Forward Purchase Shares will be issued only in connection with the closing of the initial business combination. The proceeds from the sale of Forward Purchase Shares may be used as part of the consideration to the sellers in SVF 3’s initial business combination, expenses in connection with SVF 3’s initial business combination or for working capital in the post-transaction company.