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United States securities and exchange commission logo
July 12, 2022
Michael Loparco
Chief Executive Officer
Symbotic Inc.
200 Research Drive
Wilmington, MA 01887
Re: Symbotic Inc.
Registration
Statement on Form S-1
Filed June 29, 2022
File No. 333-265906
Dear Mr. Loparco:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1. Please disclose the
price that the selling securityholders paid for the securities being
registered for resale.
2. We note the significant
number of redemptions of your Class A common stock in
connection with your
business combination and that the shares being registered for resale
will constitute a
considerable percentage of your public float. Highlight the significant
negative impact sales
of shares on this registration statement could have on the public
trading price of the
Class A common stock.
Michael Loparco
FirstName LastNameMichael Loparco
Symbotic Inc.
Comapany
July NameSymbotic Inc.
12, 2022
July 12,
Page 2 2022 Page 2
FirstName LastName
Future sales, or the perception of future sales..., page 38
3. To illustrate the risk of the negative pressure potential sales of
shares pursuant to this
registration statement could have on the public trading price of the
Class A common
stock, disclose the purchase price of the securities being registered
for resale and the
percentage that these shares currently represent of the total number
of shares outstanding.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Company Overview, page 81
4. In light of the significant number of redemptions please expand your
discussion of capital
resources to address any changes in the company s liquidity position
since the business
combination. If the company is likely to have to seek additional
capital, discuss the effect
of this offering on the company s ability to raise additional
capital.
5. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s common stock. Your
discussion should
highlight the fact that SVF II SPAC Investment 3 (DE) LLC and Walmart
Inc., beneficial
owners of 39.5% and 29.6% of your outstanding shares, respectively,
will be able to sell
all of their shares for so long as the registration statement of which
this prospectus forms a
part is available for use.
General
6. Revise your prospectus to disclose the price that each selling
securityholder paid for the
shares being registered for resale. Highlight any differences in the
current trading price,
the prices that the selling securityholders acquired their shares, and
the price that the
public securityholders acquired their shares. To the extent
applicable, disclose that while
the selling securityholders may experience a positive rate of return
based on the current
trading price, the public securityholders may not experience a similar
rate of return on the
securities they purchased due to differences in the purchase prices
and the current trading
price. Please also disclose the potential profit the selling
securityholders will earn based
on the current trading price. Lastly, please include appropriate risk
factor disclosure.
Michael Loparco
FirstName LastNameMichael Loparco
Symbotic Inc.
Comapany
July NameSymbotic Inc.
12, 2022
July 12,
Page 3 2022 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rule 461 regarding requests for acceleration. Please allow
adequate time for us
to review any amendment prior to the requested effective date of the
registration statement.
Please contact Jeff Kauten, Staff Attorney, at (202) 551-3447, or in
his absence, Josh
Shainess, Legal Branch Chief, at (202) 551-7951, with any questions. If you
require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Matthew B. Goodman