0001193125-22-302513 | POS AM | XBRL Viewer

Research and development expenses

493,665,000

241,466,000

111,016,000

Gross profit (loss)

99,647,000

10,447,000

(18,930,000)

Operating expenses:

124,141,000

73,386,000

55,861,000

Selling, general, and administrative expenses

115,881,000

59,442,000

35,586,000

Total operating expenses

240,022,000

132,828,000

91,447,000

Operating loss

(140,375,000)

(122,381,000)

(110,377,000)

Other income, net

1,286,000

67,000

809,000

Loss before income tax

(139,089,000)

(122,314,000)

(109,568,000)

Income tax benefit

47,000

Net loss attributable to Legacy Warehouse unitholders prior to the Business Combination

(139,089,000)

(122,314,000)

(109,521,000)

(72,134,000)

(122,314,000)

(109,521,000)

Net loss attributable to noncontrolling interests

(60,092,000)

Net loss attributable to common shareholders

$ (6,863,000)

Loss per share of Class A Common Stock:

Basic (in dollars per share)

^[1]

$ (0.13)

Diluted (in dollars per share)

^[1]

$ (0.13)

Weighted-average shares of Class A Common Stock outstanding:

54,086,381

54,086,381

Revenue:

$ 567,993,000

227,563,000

70,818,000

Software maintenance and support

464,179,000

216,577,000

79,252,000

Revenue:

Total revenue

3,735,000

4,009,000

2,614,000

4,390,000

2,962,000

3,681,000

Operation services

Revenue:

Total revenue

21,584,000

20,341,000

18,654,000

$ 25,096,000

$ 21,927,000

$ 28,083,000

[1]

Loss per share information has not been presented for periods prior to the Business Combination (as defined in Note 3, Business Combination), as it resulted in values that would not be meaningful to the users of these consolidated financial statements. Refer to Note 3, Business Combination for further information. This has been indicated on these statements of operations as “N/M”.

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Sep. 24, 2022	Sep. 25, 2021	Sep. 26, 2020
Statement of Comprehensive Income [Abstract]
Net loss	$ (139,089)	$ (122,314)	$ (109,521)
Foreign currency translation adjustments	(2,338)	2,326	(1,825)
Total comprehensive loss	(141,427)	(119,988)	(111,346)
Comprehensive loss attributable to Legacy Warehouse unitholders prior to the Business Combination	(72,097)	(119,988)	(111,346)
Comprehensive loss attributable to noncontrolling interests	(62,228)
Total comprehensive loss attributable to common stockholders	$ (7,102)	$ 0	$ 0

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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Beginning balance (in shares) at Sep. 28, 2019

Consolidated Statements of Changes in Redeemable Preferred and Common Units and Equity (Deficit) - USD ($)
$ in Thousands

Total

Business Combination [Member]

Previously Reported

Common Units, Class C

Previously Reported

Common Units, Class C

Revision of Prior Period, Adjustment

^[1]

Preferred Units, Class B-1

Previously Reported

Preferred Units, Class B-1

Revision of Prior Period, Adjustment

^[1]

Preferred Units, Class B

Previously Reported

Preferred Units, Class B

Revision of Prior Period, Adjustment

^[1]

Common Stock

Common Voting Units, Class A

Common Stock

Common Voting Units, Class A

Previously Reported

Common Stock

Common Voting Units, Class A

Revision of Prior Period, Adjustment

^[1]

Common Stock

Class A Common Stock

Common Stock

Class A Common Stock

Previously Reported

Common Stock

Class V-1 Common Stock

Common Stock

Class V-1 Common Stock

Previously Reported

Common Stock

Class V-3 Common Stock

Common Stock

Class V-3 Common Stock

Previously Reported

Additional Paid-In Capital - Warrants

Previously Reported

Additional Paid-In Capital

Previously Reported

Accumulated Other Comprehensive Loss

Business Combination [Member]

Accumulated Other Comprehensive Loss

Previously Reported

Accumulated Deficit

Business Combination [Member]

Accumulated Deficit

Previously Reported

Noncontrolling Interest

Business Combination [Member]

Noncontrolling Interest

Previously Reported

24,922,109

428,571

24,493,538

24,041,300

24,041,299

47,508,300

47,508,299

Beginning balance at Sep. 28, 2019

$ 44

$ 112,469

$ 416,332

Increase (Decrease) in Temporary Equity [Roll Forward]

Granted (in shares)

2,476,504

Forfeited (in shares)

(2,476,504)

Unit-based compensation

$ 71

$ 1,910

Member contributions

100,000

Ending balance (in shares) at Sep. 26, 2020

$ 8,748

$ 20,817

24,922,109

24,041,300

47,508,300

Ending balance at Sep. 26, 2020

$ 2,025

$ 221,217

$ 437,149

Beginning balance (in shares) at Sep. 28, 2019

367,548,946

5,997,632

361,551,314

Beginning balance at Sep. 28, 2019

$ (701,646)

$ 16,809

$ 0

$ (2,593)

$ (715,862)

$ 0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

(1,910)

Net loss pre business combination

(29,565)

(109,521)

Ending balance (in shares) at Sep. 26, 2020

(109,521)

Other comprehensive loss

(1,825)

367,548,946

Ending balance at Sep. 26, 2020

(844,467)

$ 16,809

$ 0

(4,418)

(856,858)

Increase (Decrease) in Temporary Equity [Roll Forward]

Granted (in shares)

2,997,310

Forfeited (in shares)

(2,997,310)

Unit-based compensation

$ 97

$ 142,853

Ending balance (in shares) at Sep. 25, 2021

$ 11,061

$ 21,858

24,922,109

428,571

24,041,300

47,508,300

Ending balance at Sep. 25, 2021

$ 144,975

$ 232,278

$ 459,007

Increase (Decrease) in Stockholders' Equity [Roll Forward]

(142,853)

Net loss pre business combination

(32,919)

Provision for warrants

26,999

(122,314)

Ending balance (in shares) at Sep. 25, 2021

(122,314)

Other comprehensive loss

2,326

367,548,946

Ending balance at Sep. 25, 2021

(1,113,228)

$ 16,809

$ 0

26,999

(2,092)

(1,154,944)

Increase (Decrease) in Temporary Equity [Roll Forward]

Granted (in shares)

1,052,952

Forfeited (in shares)

(1,052,952)

Unit-based compensation

$ 52

$ 28,433

Recapitalization of Preferred Units, Class C Units, Class A Voting Units, and creation of NVI (net of transaction costs) (in shares)

$ 8,130

$ 16,065

(24,922,109)

(24,041,300)

(47,508,300)

Recapitalization of Preferred Units, Class C Units, Class A Voting Units, and creation of NCI (net of transaction costs)

$ (173,460)

$ (240,408)

$ (475,072)

Ending balance (in shares) at Sep. 24, 2022

Ending balance at Sep. 24, 2022

$ 0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

(28,433)

Issuance of common stock under stock plans (in shares)

(24,195)

1,831,505

Issuance of common stock under stock plans

219

(219)

Issuance of sponsor shares (in shares

3,616,000

Issuance of sponsor shares

431

(431)

Issuance of earnout units upon triggering event (in shares)

20,000,000

Issuance of earnout units upon triggering event

$ 2

(258)

256

Exchange of Class V-1 common stock (in shares)

1,607,185

(1,607,185)

Exchange of Class V-1 common stock

212

(212)

Stock-based compensation

26,807

2,794

24,013

Additional paid-in capital adjustment resulting from VAP Unit modification

23,750

2,475

21,275

Provision for warrants

74,280

Exercise of warrants (in shares)

43,756,942

Exercise of warrants

277,776

$ 320,929

(43,153)

Net loss pre business combination

(72,134)

Other comprehensive loss pre business combination

Recapitalization of Preferred Units, Class C Units, Class A Voting Units, and creation of NCI (net of transaction costs) (in shares)

(411,305,888)

60,844,573

416,933,025

Recapitalization of Preferred units, Class C Units, Class A Voting Units, and creation of NCI (net of transaction costs)

551,904

$ (337,738)

$ 6

$ 42

1,191,567

(301,973)

Recapitalization of SVF equity, PIPE, and FPA (net of transaction costs) (in shares)

50,664,146

Recapitalization of SVF equity, PIPE, and FPA (net of transaction costs)

421,706

$ 5

40,425

381,276

Ending balance (in shares) at Sep. 24, 2022

(139,089)

$ (66,955)

$ (6,863)

$ (60,092)

Other comprehensive loss

$ (2,375)

$ (239)

$ (2,136)

57,718,836

79,237,388

416,933,025

Ending balance at Sep. 24, 2022

$ 68,940

$ 0

$ 6

$ 8

$ 42

$ 58,126

$ 1,237,865

$ (2,294)

$ (1,286,569)

$ 61,756

[1]	As part of the Business Combination (as disclosed in Note 3, Business Combination and Note 15, Equity), all per share information has been retroactively adjusted using the Exchange Ratio as stipulated by the Merger Agreement

Consolidated Statements of Changes in Redeemable Preferred and Common Units and Equity (Deficit) (Parenthetical) $ in Thousands	12 Months Ended
	Sep. 24, 2022 USD ($)
Statement of Stockholders' Equity [Abstract]
Recapitalization of Preferred Units, Class C Units, Class A Voting Units, and creation of NCI, transaction costs	$ 37,104
Recapitalization of SVF equity, PIPE, and FPA, transaction costs	$ 30,315

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Sep. 24, 2022	Sep. 25, 2021	Sep. 26, 2020
Cash flows from operating activities:
Net loss	$ (139,089)	$ (122,314)	$ (109,521)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	5,989	4,491	5,734
Foreign currency losses	25	53	33
Losses on abandonment of assets	4,098	0	51
Unit and Stock-based compensation	26,858	97	71
Deferred taxes, net	0	0	(47)
Changes in operating assets and liabilities:
Accounts receivable	(508)	(1,619)	342
Inventories	(59,572)	(16,817)	(5,653)
Prepaid expenses and other current assets	(121,143)	3,736	21
Deferred expenses	(28,665)	132,683	31,797
Other long-term assets	49	2,313	(1,421)
Accounts payable	41,528	22,169	(4,812)
Accrued expenses	37,898	16,187	644
Deferred revenue	80,377	67,100	(39,123)
Other long-term liabilities	3,908	1,488	(2,423)
Net cash and cash equivalents provided by (used in) operating activities	(148,247)	109,567	(124,307)
Cash flows from investing activities:
Purchases of property and equipment	(17,950)	(12,168)	(5,071)
Proceeds from sale of assets	0	0	12
Net cash and cash equivalents used in investing activities	(17,950)	(12,168)	(5,059)
Cash flows from financing activities:
Net proceeds from equity infusion from the Business Combination	384,672	0	0
Purchase of interest from non-controlling interest	(300,000)	0	0
Proceeds from exercise of warrants	277,776	0	0
Class B-1 Preferred Unit member contributions	0	0	100,000
Net cash and cash equivalents provided by financing activities	362,448	0	100,000
Effect of exchange rate changes on cash and cash equivalents	572	971	(679)
Net increase (decrease) in cash and cash equivalents	196,823	98,370	(30,045)
Cash and cash equivalents—beginning of year	156,634	58,264	88,309
Cash and cash equivalents—end of year	353,457	156,634	58,264
Preferred Units, Class B-1
Non-cash financing activities:
Preferred Return	8,130	11,061	8,748
Preferred Units, Class B
Non-cash financing activities:
Preferred Return	$ 16,065	$ 21,858	$ 20,817

Organization and Operations	12 Months Ended
Organization and Operations	Sep. 24, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Operations	1. Organization and Operations SVF Investment Corp. 3, formerly known as SVF Investment III Corp., (“SVF 3” and, after the Domestication as described below, “Symbotic” or the “Company”) was a blank check company incorporated as a Cayman Islands exempted company on December 11, 2020. SVF 3 was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. Warehouse Technologies LLC (“Legacy Warehouse”), a New Hampshire limited liability company, was formed in December 2006 to make investments in companies that develop new technologies to improve operating efficiencies in modern warehouses. Symbotic LLC, a technology company that develops and commercializes innovative technologies for use within warehouse operations and Symbotic Group Holdings, ULC (“Symbotic Canada”) were wholly owned subsidiaries of Legacy Warehouse. On December 12, 2021, (i) SVF 3 entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Legacy Warehouse, Symbotic Holdings LLC, a Delaware limited liability company (“Symbotic Holdings”), and Saturn Acquisition (DE) Corp., a Delaware corporation and wholly owned subsidiary of SVF 3 (“Merger Sub”) and (ii) Legacy Warehouse entered into an Agreement and Plan of Merger (the “Company Merger Agreement”) with Symbotic Holdings. On June 7, 2022, as contemplated by the Company Merger Agreement, Legacy Warehouse merged with and into Symbotic Holdings (the “Company Reorganization”), with Symbotic Holdings surviving the merger (“Interim Symbotic”). Immediately following such merger, on June 7, 2022, as contemplated by the Merger Agreement, SVF 3 filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which SVF 3 was transferred by way of continuation from the Cayman Islands and domesticated as a Delaware corporation, changing its name to “Symbotic Inc.” (the “Domestication”). Immediately following the Domestication of SVF 3, on June 7, 2022, as contemplated by the Merger Agreement, Merger Sub merged with and into Interim Symbotic (the “Merger” and, together with the Company Reorganization, the “Business Combination”), with Interim Symbotic surviving the merger as a subsidiary of Symbotic (“New Symbotic Holdings”). The Business Combination is further described in Note 3, Business Combination . Symbotic is an automation technology company established to develop technologies to improve operating efficiencies in modern warehouses. The Company’s vision is to make the supply chain work better for everyone. The Company does this by developing innovative, end-to-end technology solutions that dramatically improve supply chain operations. The Company currently automates the processing of pallets and cases in large warehouses or distribution centers for some of the largest retail companies in the world. Its systems enhance operations at the front end of the supply chain, and therefore benefit all supply partners further down the chain, irrespective of fulfillment strategy. The Company’s headquarters are located in Wilmington, Massachusetts, and its Canadian headquarters are located in Montreal, Quebec. Risks and Uncertainties The Company is subject to risks common to companies in the markets it serves, including, but not limited to, global economic and financial market conditions, fluctuations in customer demand, acceptance of new products, development by its competitors of new technological innovations, risk of disruption in its supply chain, the implementation of tariffs and export controls, dependence on key personnel, and protection of proprietary technology. The Company has an accumulated deficit of $(1.3) billion as of September 24, 2022 and has incurred recurring net losses since its inception. In April 2021, the Company entered into an amendment to a contract with a customer whereby $185.0 million of guaranteed, non-refundable payments are due to the Company in accordance with the contract, all of which has been subsequently received through the date of issuance of these consolidated financial statements. Additionally, in June 2022, in connection with the Business Combination, the Company received net proceeds of $384.7 million. As of September 24, 2022, the Company had cash and cash equivalents of $353.5 million. Based on these factors, the Company believes that its cash and cash equivalents balance will be sufficient to fund its operations for at least the next twelve months from the date of issuance of these consolidated financial statements.

Summary of Significant Accounting Policies

12 Months Ended

Sep. 24, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation and Foreign Currency Translation

The consolidated financial statements have been prepared in U.S. dollars, in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and majority-owned subsidiaries. The consolidated financial statements include 100% of the accounts of wholly-owned and majority-owned subsidiaries and the ownership interest of the minority investors are recorded as a

non-controlling

interest in a subsidiary. All intercompany balances and transactions have been eliminated in consolidation.

The functional currency for the Company’s foreign subsidiaries is based on the subsidiaries’ financial and operational environment and is the applicable local currency. For the Company’s subsidiaries that transact in a functional currency other than the U.S. dollar, assets and liabilities are translated into U.S. dollars at

period-end

foreign exchange rates. Revenue and expenses are translated into U.S. dollars at the average foreign exchange rates for the period. Translation adjustments are excluded from the determination of net income and are recorded in accumulated other comprehensive income (loss), a separate component of members’ deficit.

Certain transactions of the Company and its subsidiaries are denominated in currencies other than the functional currency. Foreign currency transaction losses were less than $0.1 million for the year ended September 24, 2022, $0.1 million for the year ended September 25, 2021, and less than $0.1 million for the year ended September 26, 2020, and were recorded within other income, net on the consolidated statements of operations.

The Company operates and reports using a

52-53

week fiscal year ending on the last Saturday closest to September 30. Accordingly, the Company’s fiscal quarters end on the last Saturday that falls closest to the last day of the third month of each quarter. The fiscal years ended September 24, 2022, September 25, 2021, and September 26, 2020 were

52-week

periods.

Business Combination

The Business Combination was accounted for as a reverse recapitalization as Legacy Warehouse was determined to be the accounting acquirer under Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 805,

Business Combinations

. This determination was primarily based on Legacy Warehouse comprising the ongoing operations of the combined entity, Legacy Warehouse’s senior management comprising the majority of the senior management of the combined company, and the prior shareholders of Legacy Warehouse owning a majority of the voting power of the combined entity. Accordingly, for accounting purposes, the financial statements of the combined entity upon consummation of the Business Combination represented a continuation of the financial statements of Legacy Warehouse with the merger being treated as the equivalent of Legacy Warehouse issuing stock for the net assets of SVF 3, accompanied by a recapitalization. Operations prior to the Business Combination are presented as those of Legacy Warehouse in future reports of the combined entity. The recapitalization had no effect on reported net loss and comprehensive loss, cash flows, total assets, or members’ deficit as previously reported. See Note 3,

Business Combination,

for additional information.

The Business Combination resulted in an umbrella partnership corporation

(“Up-C”)

structure, which is often used by partnerships and limited liability companies (operating as partnerships) undertaking an initial public offering. The

Up-C

structure allowed Legacy Warehouse equity holders (the “Legacy Warehouse Holders”) to retain their equity ownership in Symbotic Holdings, an entity that is classified as a partnership for U.S. federal income tax purposes, and provides potential future tax benefits for Symbotic when the Legacy Warehouse Holders ultimately redeem their pass-through interests for shares of Class A Common Stock in Symbotic Inc. Under the terms of the Tax Receivable Agreement (“TRA”), 85% of these potential future tax benefits realized by Symbotic Inc. as a result of such redemptions will be paid to certain Legacy Warehouse Holders (the “TRA Holders”).

Noncontrolling Interests

Noncontrolling interests represent the portion of Symbotic Inc. that the Company controls and consolidates but does not own. The noncontrolling interest was created as a result of the Business Combination by issuing

non-economic

shares to the prior investors in Legacy Warehouse. The Company recognizes each noncontrolling holder’s respective share of the estimated fair value of the net assets at the date of formation or acquisition. Noncontrolling interests are subsequently adjusted for the noncontrolling holder’s share of additional contributions, distributions and their share of the net earnings or losses of each respective consolidated entity. The Company allocates net income or loss to noncontrolling interests based on the weighted average ownership interest during the period. The net income or loss attributable to noncontrolling interests is reflected in the Consolidated Statements of Operations. The Company does not recognize a gain or loss on transactions with a consolidated entity in which it does not own 100% of the equity, but the Company reflects the difference in cash received or paid from the noncontrolling interests and carrying amount as additional

paid-in

capital.

Class V-1

and

Class V-3

shares are exchangeable, along with common units of Symbotic Holdings, into an equal number of the Company’s Class A Common Stock. Class A Common Stock issued upon exchange of a holder’s noncontrolling interest is accounted for at the carrying value of the surrendered limited partnership interest and the difference between the carrying value and the fair value of the Class A Common Stock issued is recorded to additional

paid-in-capital.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, and the amounts disclosed in the related notes to the consolidated financial statements. Actual results and outcomes may differ materially from management’s estimates, judgments, and assumptions. Significant estimates, judgments, and assumptions used in these financial statements include, but are not limited to, those related to revenue, useful lives and realizability of long-lived assets, accounting for income taxes and related valuation allowances, and unit and stock-based compensation. Estimates are periodically reviewed in light of changes in circumstances, facts, and experience.

The

COVID-19

pandemic has resulted in a sustained global slowdown of economic activity that has decreased demand for a broad variety of goods and services, including from our customers. While we have not experienced significant disruptions from the

COVID-19

pandemic during the year ended September 24, 2022, we are unable to accurately predict the extent to which the

COVID-19

pandemic may impact our business, results of operations, and financial condition going forward. Estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require the exercise of judgment. As of the date of issuance of these financial statements, we are not aware of any specific event or circumstance that would require us to update our estimates, assumptions, and judgments or revise the carrying value of our assets or liabilities. These estimates may change as new events occur and additional information is obtained and will be recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to our financial statements.

Operating Segments

The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision maker (“CODM”), which is the Company’s Chief Executive Officer, in deciding how to allocate resources and assess performance. The Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. The Company is not organized by market and is managed and operated as one business. A single management team that reports to the chief executive officer comprehensively manages the entire business. Accordingly, the Company does not accumulate discrete financial information with respect to separate divisions and does not have separate operating or reportable segments. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and highly liquid investments that are readily convertible into cash and have original maturities of three months or less at the date of purchase. The Company invests its excess cash primarily in money market funds or demand deposit accounts of major financial institutions. Accordingly, the Company’s cash and cash equivalents are subject to minimal credit and market risk. The Company’s cash and cash equivalents are carried at cost, which approximates fair value.

Accounts Receivable

Accounts receivable consists primarily of trade receivables from customers. The Company estimates the allowance for doubtful accounts for accounts receivable based on the aging of the receivables, customer financial statements, historical collection experience, existing economic conditions, and other available information. The Company had no allowances for doubtful accounts at September 24, 2022, September 25, 2021, and September 26, 2020.

Concentrations of Credit Risk and Significant Customers

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.

The Company’s cash and cash equivalents are generally held with large financial institutions. Although the Company’s deposits may exceed federally insured limits, the financial institutions that the Company uses have high investment-grade credit ratings and, as a result, the Company believes that, as of September 24, 2022, its risk relating to deposits exceeding federally insured limits was not significant.

The Company has no significant

off-balance

sheet risk such as foreign exchange contracts, options contracts, or other hedging arrangements.

The Company believes its credit policies are prudent and reflect normal industry terms and business risk. The Company generally does not require collateral from its customers and generally requires payment 30 days from the invoice date. For the year ended September 24, 2022, there was one customer that accounted for 10% or more of total revenue, and there were two customers that accounted for 10% or more of total revenue for the

years ended September 25, 2021 and September 26, 2020. The following table represents these customers’ aggregate percent of total revenue:


	Year Ended
	September 24, 2022			September 25, 2021			September 26, 2020
Customer A		94.4	%		66.9	%		n/a
Customer B		n/a			28.1	%		44.8	%
Customer C		n/a			n/a			42.5	%

Aggregate Percent of Total Revenue		94.4	%		95.0	%		87.3	%

At September 24, 2022, three customers accounted for over 10% of the Company’s accounts receivable balance, and one customer accounted for over 10% of the Company’s accounts receivable balance at September 25, 2021. The following table represents these customers’ aggregate percent of total accounts receivable:


	September 24, 2022			September 25, 2021
Customer A		39.5	%		96.6	%
Customer B		40.7	%		n/a
Customer C		15.3	%		n/a

Aggregate Percent of Total Accounts Receivable		95.5	%		96.6	%

The concentration in the volume of business transacted with these customers may lead to a material impact on the Company’s results from operations if a total or partial loss of the business relationship were to occur. As of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance which would result in a material adverse impact to its results of operations or liquidity and financial condition.

Volume of Business

The Company has concentrations in the volume of purchases it conducts with its suppliers. For the fiscal year ended September 24, 2022, there was one supplier that accounted for greater than 10% of total purchases, and the aggregate purchases amounted to $69.1 million. For the fiscal year ended September 25, 2021, there was one supplier that accounted for greater than 10% of total purchases, and the aggregate purchases amounted to $17.8 million.

Fair Value Measurements

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, and accounts payable. The carrying amounts of these financial instruments approximate their fair value due to their short-term nature.

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost approximates actual cost on a

first-in,

first-out

basis. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, for estimated excess, obsolete, or impaired balances. At the point of the loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

Property and Equipment

Property and equipment include purchases of items with a

per-unit

value greater than $2,000 and an estimated useful life greater than one year. Property and equipment are recorded at cost upon acquisition. Depreciation is computed using the straight-line method and depreciation expense is allocated between cost of revenue, research and development expenses, and selling, general, and administrative expenses on the statements of operations over the following estimated useful lives:


		Estimated Useful Life
Computer equipment and software, furniture and fixtures, and test equipment		3 - 5 years
Leasehold improvements		Shorter of estimated useful life or remaining term of the lease

Expenditures that improve or extend the life of an asset are capitalized while repairs and maintenance expenditures are expensed as incurred. The Company periodically reviews the estimated useful lives of property and equipment. Changes to the estimated useful lives are recorded prospectively from the date of the change. As assets are retired or sold, the related cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in loss from operations.

Acquired Intangible Assets and Long-Lived Assets

Acquired intangible assets consist of customer relationships and trademarks. Acquired intangible assets are amortized on a straight-line basis over their estimated useful lives.

The Company periodically evaluates the recoverability of its long-lived assets, such as property and equipment and intangible assets, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If circumstances require a long-lived asset or asset group to be tested for impairment, then assets are required to be grouped and evaluated at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. If the carrying amount of the assets exceeds the expected future undiscounted net cash flows to be generated by the assets, then an impairment charge is recognized to the extent the carrying amount of the asset exceeds its fair value. No impairment losses were recognized in the years ended September 24, 2022, September 25, 2021, and September 26, 2020.

Revenue Recognition

Revenue is recognized in accordance with the five-step model set forth by Accounting Standards Update (“ASU”)

2014-09,

Revenue from Contracts with Customers (“Topic 606”), which involves identification of the contract, identification of performance obligations in the contract, determination of the transaction price, allocation of the transaction price to the previously identified performance obligations, and revenue recognition as the performance obligations are satisfied.

The Company generates revenue through its design and installation of modular inventory management systems (the “Systems”) to automate customers’ depalletizing, storage, selection, and palletization warehousing processes. The Systems have both a hardware component and an embedded software component that enables the system to be programmed to operate within specific customer environments. The Company enters into contracts with customers that can include various combinations of services to design and install the Systems. These services are generally distinct and accounted for as separate performance obligations. As a result, each customer contract may contain multiple performance obligations. The Company determines whether performance obligations are distinct based on whether the customer can benefit from the product or service on its own or together with other resources that are readily available and whether the Company’s commitment to provide the services to the customer is separately identifiable from other obligations in the contract.

The Company has identified the following distinct performance obligations in its contracts with customers:

•

Systems

: The Company designs, assembles, and installs modular hardware systems and performs configuration of embedded software. Systems include the delivery of hardware and an embedded software component, sold as either a perpetual or term-based

on-premise

license, that automate customers’ depalletizing, storage, selection, and palletization warehousing processes. The modular hardware and embedded software are each not capable of being distinct because a customer cannot benefit from the hardware or software on their own. Accordingly, they are treated as a single performance obligation. Fees for systems are typically fixed or cost-plus fixed fee amounts that are due based on the achievement of a variety of milestones beginning at contract inception through final acceptance. The substantial majority of the Company’s embedded software component is sold as a perpetual

on-premise

license; however, the Company does sell an immaterial amount of term-based

on-premise

licenses.

•

Software maintenance and support

: Software maintenance and support refer to support services that provide the customer with technical support, updates, and upgrades to the embedded software license. Fees for the software maintenance and support services are typically payable in advance on a quarterly, or annual basis over the term of the software maintenance and support service contract, which term can range from one to 15 years but, for a substantial majority of the Company’s software maintenance and support contracts, is 15 years.

•

Operation services

: The Company provides the customer with assistance operating the System and ensuring user experience is optimized for efficiency and effectiveness. Fees for operation services are typically invoiced to customers on a time and materials basis monthly in arrears or using a fixed fee structure.

The Company recognizes revenue upon transfer of control of promised goods or services in a contract with a customer, generally as title and risk of loss pass to the customer, in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Revenue is recognized only to the extent that it is probable that a significant reversal of revenue will not occur and when collection is considered probable. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts do not include a significant financing component. Taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from revenue. Shipping and handling costs billed to customers are included in revenue and the related costs are included in cost of revenue when control transfers to the customer. The Company presents amounts collected from customers for sales and other taxes net of the related amounts remitted.

For contracts that contain multiple performance obligations, the transaction price is allocated to each performance obligation based on a relative standalone selling price when available. If standalone selling price is not available, the Company estimates the standalone selling price of each performance obligation, which is generally based on an expected cost plus a margin approach.

The design, assembly, and installation of a System includes substantive customer-specified acceptance criteria that allow the customer to accept or reject Systems that do not meet the customer’s specifications. When the Company cannot objectively determine that acceptance criteria will be met upon contract inception, revenue relating to Systems is deferred and recognized at a point in time upon final acceptance from the customer. If acceptance can be reasonably certain upon contract inception, revenue is recognized over time based on an input method, using a

cost-to-cost

measure of progress. During fiscal year 2021, the Company was able to objectively determine that acceptance criteria will be met upon contract inception, and as such, for contracts with customers entered into during fiscal year 2021 and 2022, revenue related to systems is accounted for over time as described above. For all other contracts with customers entered into prior to fiscal year 2021, revenue relating to systems is deferred and recognized at a point in time upon final acceptance, which is when the customer has obtained control of the system.

The transaction price is allocated to the software maintenance and support service performance obligation based on the respective standalone selling price. The allocated amount is then recognized ratably over the term of the software maintenance and support service contract. Operation services revenue is recognized over time as the services are performed and costs are incurred.

Contract liabilities consist of deferred revenue. Deferred revenue is recorded when the Company has a right to invoice or payments have been received for undelivered products or services, or in situations where revenue recognition criteria have not been met. Deferred revenue that will be recognized during the succeeding

12-month

period is recorded as current deferred revenue, and the remaining portion is recorded as long-term deferred revenue.

Costs to fulfill a contract are presented as deferred expenses on the consolidated balance sheets and consist of costs incurred by the Company to fulfill its obligations under a contract once it is obtained, but before transferring goods or services to the customer. These costs relate directly to a contract that the Company can specifically identify, are costs to generate or enhance resources of the Company that are used in satisfying performance obligations and are costs which are expected to be recovered. Accordingly, these costs are recognized on the consolidated balance sheets as an asset and are recognized consistent with the pattern of the transfer of the goods or services to which the asset relates. For all contracts, the Company recognizes anticipated contract losses as a charge to cost of revenue as soon as they become evident. As of September 24, 2022, there were no anticipated contract losses recorded in accrued expenses on the consolidated balance sheets.

The Company’s warehouse automation system generally provides for a limited warranty that promises customers that delivered products are as specified. The Company’s standard warranty provides for repair or replacement of the associated System parts during the warranty period. The Company records estimated warranty costs in the period the related revenue is recognized based on historical experience or expectations of future costs to repair or replace. Actual results could differ from these estimates, which could cause increases or decreases in warranty reserves in future periods.

The Company has not deferred sales commissions and other costs to obtain a contract because such amounts that would qualify for deferral are not material.

An allowance for future sales returns is established based on historical trends in product return rates. There was no allowance for future sales returns at September 24, 2022, September 25, 2021, and September 26, 2020.

Warrant Transactions

On April 30, 2021, the Company and Walmart Inc. (“Walmart”) entered into a Subscription Agreement (the “Subscription Agreement”), in which the Company issued to Walmart warrants to acquire up to an aggregate of 714,022 shares of the Legacy Warehouse Class A Units (the “Warrants” and the Class A Units issuable thereunder, the “Warrant Units”), subject to certain vesting conditions. Warrants equivalent to 6.5% of the Company’s outstanding and issuable Common Units, or 446,741 units, vested upon the signing of the Subscription Agreement. Warrants equivalent to up to 3.5% of the Company’s outstanding and issuable Common Units, or 267,281 units, may vest in connection with conditions defined by the terms of the Warrant, as Walmart makes additional expenditures to the Company in connection with the Subscription Agreement. Upon vesting, units may be acquired at an exercise price of $389.03. The right to purchase units in connection with the Subscription Agreement expires on April 30, 2031. On May 20, 2022, the Company and Walmart entered into the 2nd Amended and Restated Master Automation Agreement (“2nd A&R MAA”), in which the Company issued to Walmart a new warrant to acquire up to an aggregate of 258,972 Legacy Warehouse Class A Units (“May 2022 Warrant”), subject to certain vesting conditions. In connection with the closing of the Business Combination, the May 2022 Warrant was converted into a new warrant to acquire up to an aggregate of 15,870,411 common units of Symbotic Holdings (“June 2022 Warrant” and, the common units of Symbotic Holdings issuable thereunder, the “Warrant Units”). Warrant Units equivalent to up to 3.6% of the Company’s

then outstanding and issuable Common Units, or 15,870,411 units, may vest in connection with conditions defined by the terms of the June 2022 Warrant. Upon vesting, units may be acquired at an exercise price of $10.00. The right to purchase units in connection with the June 2022 Warrant expires on June 7, 2027.

The warrant units granted to Walmart are accounted for as equity instruments and measured in accordance with ASC 718,

Compensation—Stock Compensation

. These instruments are classified in the consolidated statements of operations in accordance with ASC 606, Revenue from Contracts with Customers, and ASU

2019-08,

Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) (“ASU

2019-08”).

For awards granted to a customer which are not in exchange for distinct goods or services, the fair value of the awards earned based on service or performance conditions is recorded as a reduction of the transaction price, in accordance with ASC 606. To determine the fair value of the warrants in accordance with ASC 718, the Company used pricing models based in part on assumptions for which management is required to use judgment. Based on the fair value of the awards, the Company determines the amount of warrant expense based on the customer’s

pro-rata

achievement of vesting conditions, which is recorded as a reduction to the transaction price.

Research and Development Expenses

Costs incurred in the research and development of the Company’s products are expensed as incurred. Research and development costs include personnel, contracted services, materials, and indirect costs involved in the design and development of new products and services, as well as depreciation expense.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses include all costs that are not directly related to satisfaction of customer contracts or research and development. Selling, general, and administrative expenses include items for the Company’s selling and administrative functions, such as sales, finance, legal, human resources, and information technology support. These functions include costs for items such as salaries and benefits and other personnel-related costs, maintenance and supplies, professional fees for external legal, accounting, and other consulting services, intangible asset amortization, and depreciation expense.

Stock-based Compensation

The Company recognizes compensation costs for all stock-based payment awards based upon the awards’ grant-date fair value. The stock-based payment awards include restricted stock units. For stock awards that contain only a service-based vesting feature, the Company recognizes compensation cost on a graded vesting basis over the award’s vesting period. For performance-based restricted stock awards that vest and become exercisable only upon achievement of specified performance conditions, the Company makes judgments and estimates each quarter about the probability that such performance conditions will be met or achieved. Any changes to those estimates that the Company makes from time to time may have a significant impact on the stock-based compensation expense recorded and could materially impact the Company’s results of operations. The Company recognizes the effect

of pre-vesting forfeitures

as they occur. The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s salary and related costs are classified.

Income Taxes

As a result of the Business Combination, the Company was appointed as the sole managing member of Symbotic Holdings. Symbotic Holdings is a limited liability company that is treated as a partnership for U.S. federal income tax purposes and for most applicable state and local income taxes. Any taxable income or loss generated by Symbotic Holdings is passed through to and included in the taxable income or loss of its members, including the Company, on a pro rata basis, subject to applicable tax regulations. The Company is subject to U.S.

federal income taxes, in addition to state and local income taxes, with respect to its allocable share of any taxable income or loss of Symbotic Holdings. Additionally, there are foreign subsidiaries of Symbotic Holdings that are subject to income tax in their local jurisdictions. Refer to Note 10,

Income Taxes

, for further details.

The Company accounts for income taxes in accordance with ASC Topic 740,

Accounting for Income Taxes

(“ASC Topic 740”), which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse. Such net tax effects on temporary differences are reflected on the Company’s consolidated balance sheets as deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when the Company believes that it is

more-likely-than-not

that some portion or all of the deferred tax assets will not be realized.

ASC Topic 740 prescribes a

two-step

approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affect amounts reported in the financial statements. The Company has reviewed and will continue to review the conclusions reached regarding uncertain tax positions, which may be subject to review and adjustment at a later date based on ongoing analyses of tax laws, regulations and interpretations thereof. To the extent that the Company’s assessment of the conclusions reached regarding uncertain tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded in the period in which such determination is made. The Company reports income

tax-related

interest and penalties relating to uncertain tax positions, if applicable, as a component of income tax expense.

Tax Receivable Agreement

In connection with the Business Combination, the Company entered into a Tax Receivable Agreement, which generally provides for the payment by the Company to the TRA Holders of their proportionate share of 85% of the tax savings, if any, in U.S. federal and state income tax that is realized by the Company (or are deemed to realize in certain circumstances) as a result of (i) the existing tax basis in certain assets of New Symbotic Holdings that is allocable to the relevant New Symbotic Holdings Common Units, (ii) any

step-up

in tax basis in New Symbotic Holdings’ assets resulting from the relevant Exchanges and certain distributions (if any) by New Symbotic Holdings and payments under the Tax Receivable Agreement, and (iii) tax benefits related to imputed interest deemed to be paid by the Company as a result of payments under the Tax Receivable Agreement. The Company records liabilities for amounts payable under the Tax Receivable Agreement in the period in which the payment is deemed to be probable. Further, payments under the Tax Receivable Agreement are only expected to be made in periods following the filing of a tax return in which the Company is able to utilize tax benefits described above to reduce its cash taxes paid to a taxing authority.

Emerging Growth Company

The Company is an emerging growth company (“EGC”), as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such an election to opt out is irrevocable. The Company has not elected to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an EGC, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

Recently Adopted Accounting Pronouncements

In November 2019, the FASB issued ASU

2019-08.

ASU

2019-08

requires entities to measure and classify share-based payments that are granted to a customer in conjunction with a revenue arrangement and are not in exchange for a distinct good or service in accordance with FASB ASC 718,

Compensation – Stock Compensation

. The Company adopted ASU

2019-08

on September 27, 2020. Accordingly, warrants to purchase Legacy Warehouse Class A Units issued to Walmart Inc. in April 2021 and May 2022 have been accounted for under ASU

2019-08.

Refer to the warrant transactions policy above and Note 15 for additional information.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU No.

2016-02,

Leases

. The ASU requires lessees to recognize the assets and liabilities on their balance sheet for the rights and obligations created by most leases and continue to recognize expenses on their income statements over the lease term. In July 2018, the FASB issued ASU

2018-11,

Leases (Topic 842): Targeted Improvements

, which provides entities with a new transition method where comparative periods presented in the financial statements in the period of adoption will not need to be restated. Under this new transition method, an entity initially applies the provisions of the standard at the adoption date, versus at the beginning of the earliest period presented, and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. As the Company qualifies as an EGC, the guidance is effective for annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted.

The Company is in the process of implementing its lease accounting and related business processes, as well as its internal controls. The Company will adopt this standard as of September 25, 2022. The guidance is required to be adopted using a modified retrospective approach. Upon adoption, the Company expects to elect the transition relief package, permitted within the new standard, in which the Company will not reassess the classification of existing leases, whether any expired or existing contracts contain a lease, and if existing leases have any initial direct costs. The Company will also elect to not recognize leases with an initial term of twelve months or less on its balance sheet. The standard will not have a material impact on the Company’s consolidated balance sheet, consolidated statement of operations, consolidated statement of comprehensive loss, or consolidated statement of cash flows based on the nature and limited number of lease agreements. The most significant impact will be the recognition of

right-of-use

assets and lease liabilities for operating leases as the Company expects the obligations under existing operating leases, as disclosed in Note 6,

Leases

to the consolidated financial statements, will be reported in the consolidated balance sheet upon adoption. The Company is currently evaluating the potential changes from this guidance to future financial reporting and disclosures and designing and implementing related processes and controls.

In June 2016, the FASB issued ASU

No. 2016-13,

Measurement of Credit Losses on Financial Instruments

, which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments. This may result in the earlier recognition of allowances for losses. The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company does not expect the new standard to have a material impact on its consolidated financial statements.

In December 2019, the FASB issued ASU

No. 2019-12,

Income Taxes—Simplifying the Accounting for Income Taxes

. The ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles as well as clarifying and amending existing guidance to improve consistent application. The guidance is effective for fiscal years beginning after December 15, 2021, and for interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company does not expect the new standard to have a material impact on its consolidated financial statements.

Other recent accounting pronouncements that are or will be applicable to the Company did not, or are not expected to, have a material impact on the Company’s present or future financial statements.

Business Combination

12 Months Ended

Sep. 24, 2022

Business Combination and Asset Acquisition [Abstract]

Business Combination

3. Business Combination

On June 7, 2022 (the “Closing”), SVF 3 consummated the Business Combination pursuant to the Merger Agreement and Company Merger Agreement. In connection with the consummation of the Business Combination, the registrant changed its name from SVF Investment Corp. 3 to Symbotic Inc.

As a result of and upon the effective time of the Domestication, among other things, each of the then-issued and outstanding Class A ordinary shares, par value $0.0001 per share, of SVF 3 (“SVF Class A Ordinary Shares”) automatically converted, on a

one-for-one

basis, into a share of Class A Common Stock, par value $0.0001 per share, of Symbotic (“Class A Common Stock”), and each of the then-issued and outstanding Class B ordinary shares, par value $0.0001 per share, of SVF 3 (“SVF Class B Ordinary Shares”) automatically converted, on a

one-for-one

basis, into a share of Class B Common Stock, par value $0.0001 per share, of Symbotic (“Class B Common Stock”).

In connection with the Closing, as contemplated by the Merger Agreement and Company Merger Agreement:

•

Legacy Warehouse merged with and into Symbotic Holdings, with Interim Symbotic surviving the merger;

•

Merger Sub merged with and into Interim Symbotic, with Interim Symbotic surviving the merger as a subsidiary of Symbotic;

•

at the effective time of the Merger (the “Effective Time”), New Symbotic Holdings entered into the Second Amended and Restated Limited Liability Company Agreement of Symbotic Holdings LLC (the “New Symbotic Holdings LLC Agreement”), which, among other things, provided that Symbotic will be the managing member of New Symbotic Holdings; and

•

at the Effective Time, each common unit of Interim Symbotic that was issued and outstanding immediately prior to the Effective Time was converted into the right to receive a number of common units in New Symbotic Holdings (“New Symbotic Holdings Common Units”), which New Symbotic Holdings Common Units entitle the holder to the distributions, allocations and other rights under the New Symbotic Holdings LLC Agreement, and an equal number of either shares of

Class V-1

common stock, par value $0.0001, of Symbotic

(“Class V-1

Common Stock”) or shares of

Class V-3

common stock, par value $0.0001, of Symbotic

(“Class V-3

Common Stock”), as well as the contingent right to receive certain earnout interests, in each case, as set forth in the Merger Agreement.

Following the Business Combination, consistent with the

Up-C

structure, Legacy Warehouse unitholders hold their economic interests directly in New Symbotic Holdings. All other investors, including SVF 3 shareholders, hold their economic interests through Symbotic Inc. Legacy 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). The Company issued an aggregate of 60,844,573 shares of

Class V-1

Common Stock and 416,933,025 shares of

Class V-3

Common Stock, each of which is exchangeable, together with a New Symbotic Holdings Common Unit, into an equal number of Class A Common Stock. Each of the then-issued and outstanding shares of Class B Common Stock were converted into a share of Class A Common Stock at the Effective Time.

Pursuant to the Merger Agreement, the Legacy Warehouse unitholders are entitled to receive an aggregate of up to 20.0 million New Symbotic Holdings Common Units and an equal number of shares of the Company’s

Class V-1

Common Stock (“Earnout Shares”). The Earnout Shares are issued if the Class A Common Stock volume weighted average price of shares is greater than or equal to $12.00 (“Triggering Event I”), $14.00 (“Triggering Event II”), and $16.00 (“Triggering Event III”) per share for a certain period of time. A total of 6,666,667 Earnout Shares are issued upon Triggering Event I, 6,666,667 Earnout Shares are issued upon Triggering Event II, and 6,666,666 Earnout Shares are issued upon Triggering Event III. As of September 24,

2022, all three triggering events were achieved, which resulted in a

one-time

issuance of 20.0 million of New Symbotic Common Units and an equal number of shares of the Company’s

Class V-1

Common Stock to certain existing stockholders of Symbotic Inc.

In connection with the Domestication, the 9,040,000 shares held by SVF 3 insiders (“Sponsor Shares”) converted to the Company’s Class A Common Stock. Pursuant to a letter agreement entered into in connection with the Merger Agreement (i) 60% or 5,424,000 Sponsor Shares vested at the Closing, (ii) 20% or 1,808,000 Sponsor Shares will vest at such time as Triggering Event I occurs on or before the seventh anniversary of the Closing, and (iii) 20% or 1,808,000 of the Sponsor 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 will be forfeited. As a result of Triggering Event I and Triggering Event II being achieved, the remaining 40%, or 3,616,000 Sponsor Shares vested, which resulted in an issuance of 3,616,000 Class A Common Stock.

Concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements with certain investors (the “PIPE”), pursuant to which the PIPE investors purchased, immediately prior to the closing, an aggregate of $205.0 million of the Company’s Class A Common Stock at a purchase price of $10.00 per share, or 20.5 million Class A Common Stock.

In connection with SVF 3’s initial public offering (“IPO”), SVF 3 entered into a forward purchase agreement (the “FPA”) with SVF II SPAC Investment 3 (DE) LLC (the “Forward Purchase Investor”), an affiliate of the sponsor of SVF 3, SVF Sponsor III (DE) LLC, pursuant to which the Forward Purchase Investor elected to purchase an aggregate of $200.0 million Class A Common Stock for $10.00 per share, or 20.0 million Class A Common Stock. The Forward Purchase was consummated immediately prior to the consummation of the Merger.

Following the Closing, the Company purchased from an affiliated entity of the Symbotic Founder Common Units in New Symbotic Holdings for $300.0 million. Upon the Closing, the Company received net cash proceeds of $84.7 million. The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statements of stockholders’ equity for the year ended September 24, 2022 (in thousands):


	Amount
Cash proceeds from SVF 3, net of redemptions	$	47,021
Cash proceeds from PIPE Financing		205,000
Cash proceeds from forward purchase agreement		200,000
Less: cash payment of transaction expenses and underwriting fees—SVF 3		(30,315	)

Net cash proceeds from the Business Combination and PIPE Financing		421,706
Less: repurchase by Symbotic Inc. of New Symbotic Holdings Common Units		(300,000	)
Cash received for Class V-1 and Class V-3 Common Stock		70
Less: transaction expenses—Symbotic		(37,104	)

Net contributions from the Business Combination	$	84,672

The total number of shares of the Company’s common stock outstanding immediately following the Closing of the Business Combination was 528,441,744, comprised as follows:


	Shares
Class A—Public Stockholders		4,540,146
Class A—Sponsor Shares (1)(4)		5,624,000
Class A—Subscription Agreements		20,500,000
Class A—Forward Purchase Agreement		20,000,000
Class V-1 Legacy Warehouse Holders (1)(2)(3)		60,844,573
Class V-3 Legacy Warehouse Holders (1)(3)		416,933,025

Total Shares at Closing		528,441,744

(1)	Excludes 20,000,000 Earnout Interests and 3,616,000 Sponsor Shares subject to vesting based on achievement of certain share price targets.

(2)	Excludes approximately 15,870,411 unvested warrant units.

(3)	Class V-1 and V-3 common stock are non-economic and carry one and three votes per share, respectively, whereas Class A Common Stock are economic shares and have one vote per share.

(4)	Includes 200,000 shares issued as part of a working capital loan settlement.

The Company incurred $37.1 million in transaction costs relating to the Business Combination with SVF 3, which has been offset against additional

paid-in

capital in the Consolidated Statements of Changes in Redeemable Preferred and Common Units and Equity (Deficit).

Noncontrolling Interests

12 Months Ended

Sep. 24, 2022

Noncontrolling Interest [Abstract]

Noncontrolling Interests

4. Noncontrolling Interests

Upon completion of the Business Combination, Symbotic Inc. issued an aggregate of 60,844,573 shares of Symbotic

Class V-1

Common Stock and 416,933,025 shares of Symbotic

Class V-3

Common Stock, excluding earnouts, each of which is exchangeable, together with a New Symbotic Holdings Common Unit, into an equal number of Class A Common Stock.

Class V-1

and

Class V-3

Common Stock are

non-economic

voting shares in Symbotic Inc. where

Class V-1

Common Stock have one vote per share and

Class V-3

Common Stock have three votes per share.

Class V-3

Common Stock can convert into

Class V-1

Common Stock in certain situations, including automatically, seven years following the Business Combination.

The financial results of Legacy Warehouse were consolidated into Symbotic Inc. and the share of the consolidated net loss for the period June 7, 2022 through September 24, 2022 were allocated to noncontrolling interests.

The following table summarizes the ownership of Symbotic Inc. stock for the period beginning June 7, 2022, the closing of the Business Combination, and ending September 24, 2022.


	Class A Common Stock		Class V-1 and Class V-3 Common Stock			Total		Class A Common Stock			Class V-1 and Class V-3 Common Stock			Total
Beginning of period		—		—			—
Issuances		56,111,651		497,777,598			553,889,249
Exchanges		1,607,185		(1,607,185	)		—

End of period		57,718,836		496,170,413			553,889,249		10.4	%		89.6	%		100	%

Revenue

12 Months Ended

Sep. 24, 2022

Revenue from Contract with Customer [Abstract]

Revenue

5. Revenue

Disaggregation of Revenue

The Company provides disaggregation of revenue based on product and service type on the consolidated statements of operations as it believes these categories best depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

Contract Balances

The following table provides information about accounts receivable, unbilled accounts receivable, and contract liabilities from contracts with customers (in thousands):


	September 24, 2022		September 25, 2021
Accounts receivable	$	3,412	$	63,370
Unbilled accounts receivable	$	101,816	$	—
Contract liabilities	$	425,709	$	475,956

The change in the opening and closing balances of the Company’s contract liabilities primarily results from the timing difference between the Company’s performance and the customer’s payment. The Company’s performance obligations are typically satisfied over time as work is performed. Payment from customers can vary, and is often received in advance of satisfaction of the performance obligations, resulting in a contract liability balance. During the years ended September 24, 2022 and September 25, 2021, the Company recognized $359.5 million and $120.3 million, respectively, of the contract liability balance as revenue upon transfer of the products or services to customers.

Remaining Performance Obligations

Remaining performance obligations represent the aggregate amount of the transaction price allocated to performance obligations not delivered, or partially undelivered, at the end of the reporting period. Remaining performance obligations include deferred revenue plus unbilled amounts not yet recorded in deferred revenue.

Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in scope of contracts, periodic revalidation, adjustments for revenue that have not materialized, adjustments for inflation, and adjustments for currency. For contracts with a duration of greater than one year, the transaction price allocated to performance obligations that are unsatisfied as of September 24, 2022 was $11.1 billion, which is primarily comprised of undelivered or partially undelivered Systems under contract, and which a substantial majority relates to undelivered or partially undelivered Systems in connection with the Master Automation Agreement with Walmart to implement systems in all of Walmart’s 42 regional distribution centers. The definition of remaining performance obligations excludes: (i) any variable consideration, and (ii) those contracts that provide the customer with the right to cancel or terminate the contract without incurring a substantial penalty. The Company expects to recognize approximately 8% of its remaining performance obligations as revenue in the next 12 months, and the remaining thereafter, depending on the timing of System installation timelines. The Company does not disclose the value of remaining performance obligations for contracts with an original expected duration of one year or less.

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Property, Plant and Equipment [Abstract]

Leases

12 Months Ended

Sep. 24, 2022

Leases [Abstract]

Leases

6. Leases

The Company leases certain real estate under noncancellable operating leases. These leases expire at various dates through June 2026.

Net rental expense under operating leases amounted to $2.4 million, $2.3 million, and $2.0 million for the years ended September 24, 2022, September 25, 2021, and September 26, 2020, respectively.

Future minimum lease payments under the noncancellable operating leases as of September 24, 2022 are as follows (in thousands):


	Total
Fiscal year 2023	$	2,301
Fiscal year 2024		2,335
Fiscal year 2025		2,037
Fiscal year 2026		557
Fiscal year 2027 and thereafter		—

Total future minimum payments	$	7,230

Inventories

12 Months Ended

Sep. 24, 2022

Inventory Disclosure [Abstract]

Inventories

7. Inventories

Inventories at September 24, 2022 and September 25, 2021 consist of the following (in thousands):


	Year Ended
	September 24, 2022		September 25, 2021
Raw materials and components	$	88,999	$	33,065
Finished goods		2,901		496

Total inventories	$	91,900	$	33,561

Property and Equipment

12 Months Ended

Sep. 24, 2022

Property and Equipment

8. Property and Equipment

Property and equipment at September 24, 2022 and September 25, 2021 consists of the following (in thousands):


	Year Ended
	September 24, 2022			September 25, 2021
Computer equipment and software, furniture and fixtures, and test equipment	$	45,818		$	34,268
Leasehold improvements		2,904			2,909

Total property and equipment		48,722			37,177
Less accumulated depreciation		(23,844	)		(18,560	)

Property and equipment, net	$	24,878		$	18,617

Depreciation expense was $5.5 million for the year ended September 24, 2022, $4.0 million for the year ended September 25, 2021, and $5.3 million for the year ended September 26, 2020.

Intangible Assets

12 Months Ended

Sep. 24, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

9. Intangible Assets

Intangible assets acquired in connection with a 2014 business acquisition are being amortized on a straight-line basis over their estimated useful lives. The estimated weighted average useful life of the identified intangible assets are as follows:


	Estimated Weighted Average Useful Life
Customer relationships		10 years
Trademarks		3 years

Amortization expense was $0.5 million for the year ended September 24, 2022, $0.5 million for the year ended September 25, 2021, and $0.4 million for the year ended September 26, 2020. The following table presents the Company’s intangible assets as of the dates indicated (in thousands):


	Year Ended
	September 24, 2022							September 25, 2021
	Intangibles, gross		Accumulated amortization			Intangibles, net		Intangibles, gross		Accumulated amortization			Intangibles, net
Customer relationships	$	4,335	$	(3,685	)	$	650	$	4,656	$	(3,492	)	$	1,164
Trademarks		729		(729	)		—		782		(782	)		—

Intangible assets	$	5,064	$	(4,414	)	$	650	$	5,438	$	(4,274	)	$	1,164

The following table presents the estimated future annual

pre-tax

amortization expense of definite-lived intangible assets as of the date indicated (in thousands):


	Total
Fiscal year 2023	$	433
Fiscal year 2024		217
Fiscal year 2025		—

Total	$	650

Income Taxes

12 Months Ended

Sep. 24, 2022

Income Tax Disclosure [Abstract]

Income Taxes

10. Income Taxes

The components of income/(loss) before provision for income taxes are as follows:


	Year Ended
	September 24, 2022			September 25, 2021			September 26, 2020
Income/(Loss) before income tax expense:
U.S.	$	(144,119	)	$	(126,549	)	$	(111,676	)
Foreign		5,030			4,235			2,108

Total	$	(139,089	)	$	(122,314	)	$	(109,568	)

There is no provision for income taxes for the years ended September 24, 2022 and September 25, 2021. For the year ended September 26, 2020, there was a provision for income taxes of less than $0.1 million for the Company’s current provision for its foreign jurisdiction.

The following is a reconciliation of the expected U.S. Federal income tax rate to the effective tax rate for the years ended September 24, 2022, September 25, 2021, and September 26, 2020 (dollars in thousands):


	September 24, 2022			September 25, 2021			September 26, 2020
Loss before income tax	$	(139,089	)	$	(122,314	)	$	(109,568	)
Tax on pre-tax loss		(29,209	)		(25,686	)		(23,009	)
Loss not subject to tax		27,767			25,686			23,009
State income tax rate		(744	)		—			—
Permanent differences		46			889			443
Adjustment for foreign income tax rate differential		1,346			233			116
Credits		(374	)		—			—
Valuation allowance		1,168			(993	)		(611	)
Other		—			(129	)		5

Total income tax	$	—		$	—		$	(47	)

The following is a summary of the significant components of the Company’s net deferred tax assets as of September 24, 2022 and September 25, 2021 (in thousands):


	Year Ended
	September 24, 2022			September 25, 2021
Deferred tax assets:
Net operating losses	$	11,361		$	11,265
Investment in Symbotic Holdings, LLC		146,894			—
Tax Receivable Agreement		5,209			—
Other		68			38
Credits		5,487			1,993

Total deferred tax assets before valuation allowance		169,019			13,296
Valuation allowance		(168,308	)		(12,608	)

Total deferred tax assets after valuation allowance		711			688
Total deferred tax liabilities		(711	)		(688	)

Net deferred tax asset	$	—		$	—

As a result of the Business Combination, the Company was appointed as the sole managing member of Symbotic Holdings. Prior to the close of the Business Combination, the Company’s financial reporting predecessor, Legacy Warehouse, was treated as a pass-through entity for tax purposes and no provision, except for certain foreign subsidiaries, was made in the consolidated financial statements for income taxes. Any income tax items for the periods prior to the close of the Business Combination are related to the applicable subsidiary companies that are subject to foreign income tax.

Symbotic Holdings is a limited liability company that is treated as a partnership for U.S. federal income tax purposes and for most applicable state and local income tax purposes. As a partnership, Symbotic Holdings is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Symbotic Holdings is passed through to and included in the taxable income or loss of its members, including the Company, on a pro rata basis, subject to applicable tax regulations. The Company is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its allocable share of any taxable income or loss of Symbotic Holdings. The Company’s foreign subsidiaries are subject to income tax in its local jurisdictions.

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the estimated future tax consequences attributable to temporary differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax base. Deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the temporary differences are expected to be settled or recovered. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future income, and tax planning strategies in making this assessment.

Valuation Allowance

The Company has established a valuation allowance related to domestic and foreign deferred tax assets on deductible temporary differences, tax losses, and tax credit carryforwards. The valuation allowance at September 24, 2022 of $168.3 million consists of $155.5 million in the United States and $12.8 million in foreign jurisdictions. The increase in the valuation allowance in fiscal year 2022 of $155.7 million primarily relates to the Company’s investment in Symbotic Holdings LLC, tax receivable agreement, and tax carryforward attributes.

Net Operating Losses

As of September 24, 2022, the Company had a U.S. federal net operating loss carryforwards of $10.3 million and gross state net operating loss carryforwards of $8.9 million. U.S. federal and certain state net operating losses generated in 2018 and beyond have no expiration. The remaining state net operating losses expire at various dates through 2042. As of September 24, 2022, the Company had Canadian net operating loss (“NOL”) carryforwards of approximately $32.7 million federal and $31.1 million provincial. The Canadian NOL carryforwards expire in various years through 2039, and are subject to review and possible adjustment by the applicable taxing authority. Utilization of the domestic federal or Canadian NOL carryforwards may be subject to annual limitations due to ownership changes that have occurred previously or that could occur in the future. The Company has not completed any studies to determine if any of these events have occurred that would result in such limitations. Accordingly, further limitations could arise upon the completion of such studies.

The Company’s undistributed earnings are not permanently reinvested, however, these earnings are not material.

Uncertain Tax Positions

The Company accounts for uncertain tax positions using a more likely than not threshold for recognizing and resolving uncertain tax positions. The Company evaluates uncertain tax positions on an annual basis and adjusts the level of the liability to reflect any subsequent changes in the relevant facts surrounding the uncertain positions. For the years ended September 24, 2022 and September 25, 2021, the Company had no unrecognized tax benefits.

Tax Receivable Agreement

As of September 24, 2022, future payments under the TRA with respect to the purchase of Symbotic Holdings Units which occurred as part of the Business Combination and through September 24, 2022 are expected to be $112.1 million. Payments made under the TRA represent payments that otherwise would have been made to taxing authorities in the absence of attributes obtained by the Company as a result of exchanges by its

pre-IPO

members. Such amounts will be paid only when a cash tax savings is realized as a result of attributes subject to the TRA. That is, payments under the TRA are only expected to be made in periods following the filing of a tax return in which the Company is able to utilize certain tax benefits to reduce its cash taxes paid to a taxing authority. The impact of any changes in the projected obligations under the TRA as a result of changes in the geographic mix of the Company’s earnings, changes in tax legislation and tax rates or other factors that may impact the Company’s tax savings will be reflected in income before taxes on the consolidated statement of operations in the period in which the change occurs. As of September 24, 2022, no TRA liability was recorded based on current projections of future taxable income taking into consideration the Company’s full valuation allowance against its net deferred tax asset.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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Employee Benefit Plans	12 Months Ended
Employee Benefit Plans	Sep. 24, 2022
Retirement Benefits [Abstract]
Employee Benefit Plans	11. Employee Benefit Plans Symbotic sponsors a defined-contribution benefit plan under the provisions of Section 401(k) of the Internal Revenue Code. This plan covers substantially all of the Company’s employees meeting eligibility criteria and contributions to the plan are determined by the plan provisions or at the discretion of the Board of Managers. Symbotic contributions to the plan were $2.4 million, $1.9 million, and $1.6 million for the years ended September 24, 2022, September 25, 2021, and September 26, 2020, respectively. Symbotic Canada sponsors a Registered Retirement Savings Plan that qualifies as a defined-contribution benefit plan, which covers a portion of Symbotic Canada’s management. Symbotic Canada contributions to the plan were $0.3 million, $0.2 million, and $0.3 million for the years ended September 24, 2022, September 25, 2021, and September 26, 2020, respectively.

Fair Value Measures

12 Months Ended

Sep. 24, 2022

Fair Value Disclosures [Abstract]

Fair Value Measures

12. Fair Value Measures

The fair value measurement accounting standards establish a framework for measuring fair value and expand disclosures about fair value measurements. The standard does not require any new fair value measurements; rather, it applies to other accounting pronouncements that require or permit fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. This pronouncement also establishes a three-level hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date. The three levels are defined as follows:

Level 1—inputs to the valuation methodology are quoted prices (unadjusted) for an identical asset or liability in an active market

Level 2—inputs to the valuation methodology include quoted prices for a similar asset or liability in an active market or model-derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability

Level 3—inputs to the valuation methodology are unobservable and significant to the fair value measurement of the asset or liability

The following table presents the Company’s financial assets measured and recorded at fair value on a recurring basis using the above input categories as of September 24, 2022 and September 25, 2021 (in thousands):


	Year Ended
	September 24, 2022								September 25, 2021
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	333,388	$	—	$	—	$	333,388	$	152,204	$	—	$	—	$	152,204

Total assets	$	333,388	$	—	$	—	$	333,388	$	152,204	$	—	$	—	$	152,204

The Company had no liabilities measured and recorded at fair value on a recurring basis as of September 24, 2022 and September 25, 2021.

Commitments and Contingencies Disclosure [Abstract]

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Related Party Transactions	12 Months Ended
Related Party Transactions	Sep. 24, 2022
Related Party Transactions [Abstract]
Related Party Transactions	13. Related Party Transactions Insurance Coverage The Company is covered under the C&S Wholesale Grocers, Inc. (“C&S”) workers’ compensation, general liability, auto liability risk, and technology errors and omissions insurance which C&S manages through the utilization of high deductible insurance policies. C&S is an affiliate of the Company as the same individual, certain of his family members and certain affiliated entities and trusts of the individual and his family members, in the aggregate, control both entities. The Company paid $2.3 million, $1.8 million, and $1.6 million to C&S related to this insurance coverage during the years ended September 24, 2022, September 25, 2021, and September 26, 2020, respectively. The amounts were expensed to operations as incurred. Aircraft Time Sharing Agreement Effective during fiscal year 2022, the Company has two separate agreements with C&S whereby the Company’s officials, employees, and guests are permitted to use the two C&S aircrafts on an as-needed and as-available basis, with no minimum usage being required (the “Agreements”). As there is no defined period of time stated within these Agreements, the Company does not consider these to meet the definition of a lease, and as such, records payments in the period in which the obligation for the payment is incurred. The Company incurred expense of $0.7 million related to usage of the aircrafts for the year ended September 24, 2022. Usage of Facility and Employee Services In the fourth quarter of fiscal year 2022, the Company entered into a license arrangement with C&S whereby C&S is providing receiving and logistics services for the Company within C&S distribution facilities. The arrangement also provides for C&S employees assisting with certain of the Company’s operations. The Company incurred $0.2 million of expense related to this arrangement for the year ended September 24, 2022. Customer Contracts The Company has customer contracts with C&S relating to software maintenance services and the operations of a warehouse automation system. Revenue of $3.5 million, $2.9 million, and $2.4 million and cost of revenue of $2.3 million, $2.2 million, $2.1 million was recognized for the years ended September 24, 2022, September 25, 2021, and September 26, 2020, respectively, relating to these customer contracts. There were no accounts receivable due from C&S at September 24, 2022 and September 25, 2021. There was $0.5 million of deferred revenue relating to contracts with C&S at September 24, 2022 and September 25, 2021.

Commitments and Contingencies

12 Months Ended

Sep. 24, 2022

Commitments and Contingencies

14. Commitments and Contingencies

Purchase Obligations

The Company has contractual obligations to purchase goods or services, which specify significant terms, including fixed or minimum quantities to be purchased and fixed minimum, or variable price provisions. The majority of the purchase commitments covered by these arrangements are for periods of less than one year and aggregate to approximately $757.0 million as of September 24, 2022.

Lease Commitments

The Company leases certain of its facilities under operating leases expiring in various years through 2026. Refer to Note 6,

Leases

for a schedule of future lease payments under

non-cancellable

leases as of September 24, 2022.

Warranty

The Company provides a limited warranty on its warehouse automation system and has established a reserve for warranty obligations based on estimated warranty costs. The reserve is included as part of accrued expenses and other long-term liabilities in the accompanying consolidated balance sheets.

Activity related to the warranty accrual was as follows (in thousands):


	Year Ended
	September 24, 2022			September 25, 2021			September 26, 2020
Balance at beginning of period	$	3,735		$	—		$	450
Provision		7,329			4,652			—
Warranty usage		(2,060	)		(917	)		(450	)

Balance at end of period	$	9,004		$	3,735		$	—

Contingencies

Liabilities for any loss contingencies arising from claims, assessments, litigation, fines, penalties, and other matters are recorded when it is probable that the liability has been incurred and the amount of the liability can be reasonably estimated. As of September 24, 2022, the Company had made appropriate provisions related to such matters and does not believe that such matters will have a material adverse effect on the Company’s consolidated operations, financial position, or liquidity.

Indemnifications

In the ordinary course of business, the Company enters into various contracts under which it may agree to indemnify other parties for losses incurred from certain events as defined in the relevant contract, such as litigation, regulatory penalties, or claims relating to past performance. Such indemnification obligations may not be subject to maximum loss clauses. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification obligations. As a result, the Company believes the estimated fair value of these obligations is not material. Accordingly, the Company has no liabilities recorded for these obligations as of September 24, 2022 and September 25, 2021.

Equity	12 Months Ended
Equity	Sep. 24, 2022
Equity [Abstract]
Equity	15. Equity Prior to the Business Combination, the Company had authorized five classes of membership interests, consisting of a class of common units of the Company known as the Class A Common Units (the “Class A Units”), a class of preferred units of the Company known as the Class B Preferred Units (the “Class B Units”), a class of preferred units of the Company known as the Class B-1 Preferred Units (the “Class B-1 Units”), a class of preferred units of the Company known as the Class B-2 Preferred Units (the “Class B-2 Units,” and together with the Class B Units and the Class B-1 Units, the “Preferred Units”) and an additional class of common units of the Company to be granted to employees, officers, and directors pursuant to an incentive plan, known as the Class C Common Units (the “Class C Units” and, together with the Class A Units, the “Common Units,” and the Common Units together with the Preferred Units, the “Units”). Following the Business Combination, the Company has three classes of common stock, Class A Common Stock, Class V-1 Common Stock, and Class V-3 Common Stock (and together, the “Common Stock”). As the Business Combination is accounted for as a reverse recapitalization, all periods prior to the Business Combination have been retroactively adjusted using the Exchange Ratio as stipulated by the Merger Agreement for the equivalent number of shares outstanding immediately after the Merger to effect the reverse recapitalization. The Class A Units were converted into Common Stock using an exchange ratio of 61.28 per share, the Class B Units were converted into Common Stock using an exchange ratio of 47,508,300.00 per share, the Class B-1 Units were converted into Common Stock using an exchange ratio of 24,031,400.00 per share, and the Class C Units were converted into Common Stock using an exchange ratio of 58.15 per share. This is presented within the consolidated statements of changes in redeemable preferred and common units and equity (deficit). Class A Common Stock The Company is authorized to issue 3,000,000,000 shares of Class A Common Stock, par value $0.0001 per share, of which 57,718,836 shares were issued and outstanding on September 24, 2022. Voting Rights Each holder of Class A Common Stock is entitled to one vote for each share of Class A Common Stock held of record by such holder on all matters submitted to a vote of the stockholders. Holders of Class A Common Stock will vote together with other holders of common stock as a single class on all matters (or, if any holders of any series of preferred stock are entitled to vote together with the holders of common stock, as a single class with the holders of such series of preferred stock). Notwithstanding the foregoing, the holders of shares of any series of common stock will be entitled to vote as a separate class upon any amendment to the Company’s certificate of incorporation (“Charter”) (including by merger, consolidation, reorganization or similar event) that would adversely alter or change the powers, preferences or special rights of such series of common stock. Except as expressly required by law, holders of common stock, as such, will not be entitled to vote on any amendment to the Charter (including any certificate of designation) that relates solely to the rights, powers, preferences (or the qualifications, limitations or restrictions thereof) or other terms of one or more outstanding series of preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Charter (including any certificate of designation) or pursuant to the Delaware General Corporation Law (“DGCL”). Dividend Rights Subject to the rights and preferences of any holders of any outstanding series of preferred stock, the holders of Class A Common Stock will be entitled to the payment of dividends and other distributions of cash, stock or property on the Class A Common Stock when, as and if declared by the board of directors in accordance with law. Liquidation Rights Subject to the rights and preferences of any holders of any shares of any outstanding series of preferred stock, in the event of any liquidation, dissolution or winding up, whether voluntary or involuntary, the Company’s funds and assets that may be legally distributed to its stockholders will be distributed among the holders of the then-outstanding Class A Common Stock pro rata in accordance with the number of shares of Class A Common Stock held by each such holder. Other Rights The holders of Class A Common Stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Class A Common Stock. The rights, preferences, and privileges of holders of the Class A Common Stock will be subject to those of the holders of any shares of the preferred stock the Company may issue in the future. Class V-1 Common Stock and Class V-3 Common Stock The Company is authorized to issue 1,000,000,000 shares of Class V-1 Common Stock and 450,000,000 shares of Class V-3 Common Stock, both which have a par value of $0.0001 and all of which were issued to the Legacy Warehouse unitholders in connection with the Closing of the Business Combination, as described in Note 3, Business Combination . As of September 24, 2022 there were 79,237,388 shares of Class V-1 and 416,933,025 shares of Class V-3 Common Stock outstanding. In the fourth quarter of fiscal year 2022, the Legacy Warehouse unitholders exchanged 1,607,185 shares of Class V-1 Common Stock, together with a corresponding number of New Symbotic Holdings Common Units, into an equal number of Class A Common Stock. The Company did not receive any proceeds as a result of this exchange. Voting Rights Each holder of Class V-1 Common Stock is entitled to one vote for each share of Class V-1 Common Stock held of record by such holder on all matters submitted to a vote of the stockholders, and each holder of Class V-3 Common Stock is entitled to three votes for each share of Class V-3 Common Stock held of record by such holder on all matters submitted to a vote of the stockholders. Holders of Class V-1 Common Stock and Class V-3 Common Stock will vote together with other holders of common stock as a single class on all matters (or, if any holders of any series of preferred stock are entitled to vote together with the holders of common stock, as a single class with the holders of such series of preferred stock). Notwithstanding the foregoing, the holders of shares of any series of common stock will be entitled to vote as a separate class upon any amendment to the Charter (including by merger, consolidation, reorganization or similar event) that would adversely alter or change the powers, preferences or special rights of such series of common stock. Except as expressly required by law, holders of common stock, as such, will not be entitled to vote on any amendment to the Charter (including any certificate of designation) that relates solely to the rights, powers, preferences (or the qualifications, limitations or restrictions thereof) or other terms of one or more outstanding series of preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Charter (including any certificate of designation) or pursuant to the DGCL. Dividend Rights Except as provided in the Charter with respect to certain stock adjustments, dividends of cash or property may not be declared or paid on shares of Class V-1 Common Stock or Class V-3 Common Stock. Liquidation Rights The holders of shares of Class V-1 Common Stock and Class V-3 Common Stock will not be entitled to receive any the Company’s assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company. Other Rights The holders of Class V-1 Common Stock and Class V-3 Common Stock have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the Class V-1 Common Stock or Class V-3 Common Stock. The rights, preferences and privileges of holders of the Class V-1 Common Stock and Class V-3 Common Stock will be subject to those of the holders of any shares of the preferred stock the Company may issue in the future. Subject to the terms of the New Symbotic Holdings LLC Agreement, holders of New Symbotic Holdings Common Units may cause the Company to redeem all or any portion of such holder’s New Symbotic Holdings Common Units, and in connection with such redemption, the Company may be required to deliver Class A common units to such holder. Conversion of Class V-3 Common Stock Class V-3 Common Stock may convert into Class V-1 Common Stock in certain situations, including automatically seven years following the Business Combination. Transfer of Class V-1 Common Stock and Class V-3 Common Stock No holder of Class V-1 Common Stock or Class V-3 Common Stock may transfer such shares to any person unless such holder also simultaneously transfers an equal number of such holder’s New Symbotic Holdings Common Units to the same person in accordance with the terms of the New Symbotic Holdings LLC Agreement. Upon a transfer of New Symbotic Holdings Common Units in accordance with the New Symbotic Holdings LLC Agreement, an equal number of shares of Class V-1 Common Stock and/or Class V-3 Common Stock that correspond to such New Symbotic Holdings Common Units will automatically and simultaneously be transferred to the same transferee of such New Symbotic Holdings Common Units. Any attempted or purported transfer of shares of Class V-1 Common Stock and Class V-3 Common Stock in violation of the foregoing restrictions will be null and void. Cancellation of Class V-1 Common Stock and Class V-3 Common Stock In the event that any outstanding share of Class V-1 Common Stock or Class V-3 Common Stock ceases to be held directly or indirectly by a holder of a New Symbotic Holdings Common Units, such share will automatically be transferred to Symbotic and cancelled for no consideration. Preferred Stock The Company is authorized to issue 50,000,000 shares of undesignated preferred stock, par value $0.0001 per share, of which no shares were issued and outstanding on September 24, 2022. Legacy Warehouse Membership Interests For the year ended September 25, 2021, the Company was authorized to issue up to 6,426,208 Units in the aggregate, of which 5,997,632 are designated as Class A Units, one Unit is designated as a Class B Unit, two Units are designated as Class B-1 Units, two Units are designated as Class B-2 Units and 428,571 Units are designated as Class C Units. As of September 25, 2021, there were 5,997,632 Class A Units, one Class B Unit, one Class B-1 Unit and 428,571 Class C Units outstanding. During the periods ended September 24, 2022 and September 25, 2021, the Company received no member contributions from the holder of the Class B-1 Unit. The Company recorded a cumulative preferred return with respect to the holder of the Class B-1 Unit of $8.1 million and $11.1 million for the years ended September 24, 2022 and September 25, 2021, respectively. The Company recorded a cumulative preferred return with respect to the holder of the Class B Unit of $16.1 million and $21.9 million for the years ended September 24, 2022 and September 25, 2021, respectively. The following conditions applied to the classes of membership interests authorized prior to the Business Combination: Voting Rights Each holder of Class A Units and Class C Units shall have the right to one vote per the Class A Unit or Class C Unit, respectively. Except as required by law, the Preferred Units do not have any voting rights. Preferred Return The holder of the Preferred Units shall be entitled to receive, in preference to the holders of the Class A Units and the Class C Units, a cumulative preferred return at a rate per annum of 5%, compounded annually, on the unreturned preferred capital of the holder’s Preferred Units (the “Preferred Return”). The Class A Units and Class C Units have no stated returns or dividends. Liquidation Rights In the event of liquidation, dissolution, or winding up of the Company, the five classes of membership interests rank in the following order of priority: the Class B-2 Units are the most senior, followed by Class B-1 Unit, then the Class B Unit, and then both the Class A Units and Class C Units treated as a single class. The holders of the Preferred Units are entitled to a liquidation preference equal to the sum of the Unreturned Preferred Capital (defined as the initial investment and subsequent contributions, less distributions, if any) and the applicable unpaid Preferred Return (collectively, the “Liquidation Preference”) in the order described in the preceding sentence, prior to any distribution to holders of the Class A Units and Class C Units. Upon the payment in full of the Liquidation Preference, any remaining assets available for distribution shall be distributed ratably to the holders of the Class A Units and Class C Units, however, for the Class C Units only to the extent that the value exceeds the applicable Hurdle Value (see Note 17). Any remaining value that does not exceed the Hurdle Value for any particular Class C Unit shall be distributed to the holders of Class A Units (and any other Class C Units entitled to share in the distribution) based on their respective pro rata holdings of all such Class A (and Class C) Units. The Company classifies its redeemable Preferred Units (Class B, B-1, and B-2 Units) as mezzanine equity, or outside of members’ deficit, because the units contain liquidation features that are not solely within the Company’s control. As of September 25, 2021, the aggregate Liquidation Preference for the Class B and B-1 Units was $691.3 million. Redemption Rights Upon written notice by the holders of a majority of a class of Preferred Units, the Company shall redeem all of the outstanding Preferred Units of such class. The redemption price payable to each holder of the class of Preferred Units shall equal the Liquidation Preference of the Preferred Units being redeemed. The Class C Units are subject to a put feature that allow holders to redeem vested Class C Units, subject to certain terms and conditions (see Note 17). The Class A Units do not have any redemption rights. Accordingly, the Preferred Units and the Class C Units are classified outside of permanent members’ deficit because they are redeemable by the holders.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

Share-Based Payment Arrangement [Abstract]

Net Loss per Share

12 Months Ended

Sep. 24, 2022

Earnings Per Share [Abstract]

Net Loss per Share

16. Net Loss per Share

Basic earnings per share of Class A Common Stock is computed by dividing net loss attributable to common shareholders by the weighted-average number of shares of Class A Common Stock outstanding during the period. Diluted earnings per share of Class A Common Stock is computed by dividing net loss attributable to common shareholders adjusted for the assumed exchange of all potentially dilutive securities, by the weighted-average number of shares of Class A Common Stock outstanding adjusted to give effect to potentially dilutive elements. Diluted loss per share for all periods presented is the same as basic loss per share as the inclusion of the potentially issuable shares would be anti-dilutive.

Prior to the Business Combination, the membership structure of Legacy Warehouse included units which shared in the profits and losses of Legacy Warehouse. The Company analyzed the calculation of earnings per unit for periods prior to the Business Combination and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, earnings per share information has not been presented for periods prior to the Business Combination on June 7, 2022. The basic and diluted earnings per share for the period ended September 24, 2022 represent only the period of June 8, 2022 to September 24, 2022.

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A Common Stock (in thousands, except per share information):


	Year Ended
	September 24, 2022
Numerator—basic and diluted
Net loss	$	(139,089	)
Less: Net loss attributable to Warehouse Technologies LLC unitholders prior to the Business Combination		(72,134	)
Less: Net loss attributable to the noncontrolling interest post Business Combination		(60,092	)

Net loss attributable to common shareholders	$	(6,863	)

Denominator—basic and diluted
Weighted-average shares of Class A Common Stock outstanding		54,086,381

Loss per share of Class A Common Stock—basic and diluted	$	(0.13	)

Stock-Based Compensation and Warrant Units

12 Months Ended

Sep. 24, 2022

Stock-Based Compensation and Warrant Units

17. Stock-Based Compensation and Warrant Units

In June 2022, the Company’s stockholders approved the Symbotic Inc. 2022 Omnibus Incentive Compensation Plan (“2022 Plan”). The 2022 Plan allows for the issuance of stock options, stock appreciation rights, restricted shares, restricted stock units, dividend equivalent rights, and other equity-based or equity-like awards that the Compensation Committee of the Board of Directors determines to be consistent with the purposes of the 2022 Plan and the interests of the Company for up to 59,800,928 shares of common stock to employees, directors, and consultants of the Company. Additionally, up to 8,500,000 shares may be issued in connection with the exchange of awards under the 2012 Value Appreciation Plan (described below) or the Amended and Restated 2018 Long Term Incentive Plan (“Legacy Plans”). The Company will no longer issue new awards under the Legacy Plans as all future grants will be issued under the 2022 Plan, or another equity plan that is approved by the Compensation Committee of the Board of Directors. Awards issued under the 2022 Plan have a maximum term of 10 years.

The following table summarizes the components of total stock-based compensation included in the Company’s consolidated statements of operations for the year ended September 24, 2022 (in thousands):


	September 24, 2022
Research and development		9,671
Selling, general, and administrative		17,187

Total stock-based compensation expense	$	26,858

The following table summarizes the different types of RSUs granted by the Company during the year ended September 24, 2022:


	September 24, 2022
RSUs (service-based vesting conditions)		13,784,743
RSUs (performance-based vesting conditions)		578,453

Total		14,363,196

RSUs represent the right to receive one share of the Company’s common stock upon vesting. RSUs are granted at the discretion of the Board of Directors, a committee thereof or, subject to defined limitations, the Chief Executive Officer of the Company, acting as a committee of one director, to whom such authority has been delegated. The Company has issued RSUs that vest based on the passage of time assuming continued service with the Company, and RSUs that vest only upon the achievement of defined performance metrics tied primarily to revenue and earnings targets.

For RSUs with service-based vesting conditions, the fair value is calculated based on the Company’s closing stock price on the date preceding the date of grant, and the stock-based compensation expense is being recognized over the vesting period. Most RSUs with service-based vesting provisions vest in installments over a three-year period following the grant date. For RSUs with performance-based vesting conditions, management measures compensation expense based upon a review of the Company’s expected achievement against specified financial performance targets. Such compensation cost is being recorded to the extent management has deemed that such awards are probable of vesting based upon the expected achievement against the specified targets. On a periodic basis, management reviews the Company’s expected performance and adjusts the compensation cost, if needed, at such time.

The following table summarizes the RSU activity for the year ended September 24, 2022:


	Shares			Weighted Average Grant Date Fair Value
Outstanding at September 26, 2021		—		$	—
Granted		14,363,196			15.81
Vested		(1,831,505	)		15.81
Forfeited		(166,104	)		15.81

Outstanding at September 24, 2022		12,365,587		$	15.81

The total fair value of RSUs that vested during the year ended September 24, 2022 was $29.0 million including $24.4 million for vested RSUs issued in exchange for vested value appreciation plan units (“VAP Units”). The grant-date fair value of each RSU is calculated based upon the Company’s closing stock price on the date preceding the date of grant. For the year ended September 24, 2022 the weighted-average fair value of RSU awards granted was $15.81 per share. As of September 24, 2022, 12.4 million RSUs were outstanding and unvested, with an aggregate value of $130.3 million and a weighted average remaining vesting period of approximately 2.26 years. These RSUs are expected to vest on various dates through 2027.

Class C Units

Prior to the Business Combination, the Company periodically granted Class C Units to employees, officers, and directors which vest over a period of up to five years, as determined by the Board of Managers. Each issuance of Class C Units entitles its holder to share in the appreciation in the fair market value (“FMV”) of the Company from the date of issuance, subject to any preferences or priorities payable to the Preferred Units. The Board shall establish a “Hurdle Value,” which shall not be less than the FMV on the date of such issuance of such Class C Unit and such units shall share only in appreciation of the FMV in excess of the Hurdle Value. Any distributions made with respect to Class C Units that have not yet become vested are held in a separate account for the benefit of the holder of the unvested units until such time as the units vest. The Class C Units are subject to a put feature that allow holders to redeem vested Class C Units. The put feature requires the holder to hold the units for at least six months from the date the Class C Units vest to the earliest date the put feature can be exercised. Accordingly, since the holder is exposed to the economic risks and rewards of unit ownership, the Class C Units are treated as equity classified awards. However, because redemption of the Class C Units is

outside of the control of the Company: (i) the Class C Units are classified outside of permanent members’ deficit, and (ii) the carrying value of Class C Units is adjusted to redemption value at each reporting period through a charge to members’ deficit (until such time as the Class C Units are redeemed or forfeited). As further described in Note 15,

Equity

, the Class C Units were converted into Common Stock upon consummation of the Business Combination.

The following is a summary of Class C Units outstanding and vested immediately prior to the consummation of the Business Combination:


	Class C Units
Balance at September 28, 2019		428,571
Granted		42,587
Redeemed		—
Forfeited		(42,587	)

Balance at September 26, 2020		428,571
Granted		51,543
Redeemed		—
Forfeited		(51,543	)

Balance at September 25, 2021		428,571
Granted		18,107
Redeemed		—
Forfeited		(18,107	)

Balance at June 7, 2022		428,571

Vested at June 7, 2022		375,930

The Company recognized less than $0.1 million as compensation expense associated with the Class C Units for the year ended September 24, 2022, and $0.1 million as compensation expense for the years ended September 25, 2021, and September 26, 2020.

Valuation of Class C Units

The fair value of Class C Units was determined by the Company’s Board of Managers based on enterprise valuations performed by management with the assistance of a third-party valuation firm. For fiscal year 2022 leading up to the Business Combination and for the year ended September 25, 2021, the Company’s total equity value was determined using a combination of the income approach and market approach under the Hybrid Method. Under this approach, a probability-weighted expected return method was applied where two types of future event scenarios were considered: an IPO scenario and a

non-IPO

scenario for all other potential future exits. The relative probabilities between the future exit scenarios were based on an analysis of performance and market conditions at the time, including then-current IPO valuations of similarly situated companies and expectations as to the timing and likely prospects of future event scenarios. For the year ended September 26, 2020, the Company’s total equity value was determined using the income approach. Under this approach, total equity value is estimated based on the present value of the Company’s future estimated cash flows. These future cash flows, including cash flows beyond the forecast period for the residual value, are discounted to their present values using an appropriate discount rate, to reflect the risks inherent in the Company achieving these estimated cash flows. The resulting equity value was then allocated to outstanding equity instruments using an option pricing model.

The fair value of each Class C Unit grant was estimated on the date of the award using a Black-Scholes option pricing model with the following assumptions:


				Year Ended
	June 7, 2022			September 25, 2021			September 26, 2020
Dividend yield		0	%		0	%		0	%
Volatility (a)		45.0	%		40.0	%		50.0	%
Risk-free interest rate (b)		2.30	%		0.29	%		0.12	%
Expected term (years) (c)		2.00			2.00			1.25

•

The expected volatility is estimated based on the historical volatility of a select peer group of similar publicly traded companies for a term that is consistent with the expected term of the Class C Units.

•

The risk-free interest rate is based on the U.S. Treasury constant maturity interest rate whose term is consistent with the expected term of the Class C Units.

•

The expected term is based on estimated liquidity event timing as further described above.

The fair value per unit for the Class C Units granted was determined to be the following for each of the periods presented:

•

$451.81 for the period December 26, 2021 through June 7, 2022

•

$415.75 for the period September 26, 2021 through December 25, 2021

•

$407.19 for the period June 27, 2021 through September 25, 2021

•

$160.03 for the period March 28, 2021 through June 26, 2021

•

$5.56 for the period September 29, 2019 through March 27, 2021

Value Appreciation Units

The Company historically granted VAP Units to employees, officers, and directors that vested over a period of up to five years, as determined by the Board of Managers. No VAP Units were granted during the years ended September 24, 2022, September 25, 2021, and September 26, 2020. Following the Business Combination and in the fourth quarter of fiscal year 2022, all outstanding VAP Units for 20 employees were converted into the Company’s restricted stock units. The Company issued 2,350,795 RSUs to the legacy VAP Unit holders. The conversion of the VAP Units into RSUs was treated as a modification in accordance with ASC 718, and resulted in a charge of $24.4 million to additional

paid-in

capital on the date of the modification. This included a

step-up

in grant date fair value charge of $0.7 million, which was principally due to the difference between the VAP Units grant date hurdle rates and the Company’s stock price as of the modification date. Prior to the Business Combination, to the extent vested and exercisable, each VAP Unit could be exercised for a cash payment equal to the appreciation in the FMV of 1/100th of a Class C Unit. The following exercisability triggers must be met before any vested award may be exercised, with the achievement of each trigger allowing one third of the vested award to be exercised: (i) the end of the first fiscal year in which the Company meets or exceeds annual revenue (on a cash accounting basis) of $100 million, (ii) the end of the first fiscal year in which the Company becomes cash flow positive, and (iii) the end of the first fiscal year in which the Company generates positive earnings before interest, taxes, depreciation, and amortization (“EBITDA”).

The following is a summary of VAP Units outstanding which were converted to restricted stock units in the fourth quarter of fiscal year 2022:


	VAP Units
Balance at September 28, 2019		5,053,182
Granted		—
Exercised		—
Forfeited		(663,925	)

Balance at September 26, 2020		4,389,257
Granted		—
Exercised		—
Forfeited		(349,637	)

Balance at September 25, 2021		4,039,620
Granted		—
Exercised		(255,845	)
Forfeited		(92,664	)

Balance at August 16, 2022		3,691,111
Converted to restricted stock units		(3,691,111	)

Balance at September 24, 2022		—

Because the VAP Units were settleable in cash, they were treated as liability classified awards. Accordingly, the carrying value of the liability was adjusted to fair value at each reporting period through a charge to earnings (until such time as the VAP Units are settled or forfeited). Further, the exercisability triggers noted above represent performance conditions that impact the vesting of the awards. Accordingly, compensation expense is not recognized until such time as the performance conditions are considered probable of achievement. During the year ended September 26, 2020, the performance conditions relating to annual revenue and cash flows were considered probable of achievement. The performance condition relating to EBITDA was not considered probable of achievement for any of the periods presented and up to the date of conversion of the VAP Units to restricted stock units.

The Company recognized $13.2 million, $11.6 million, and $0.1 million as compensation expense associated with the VAP Units for the years ended September 24, 2022, September 25, 2021, and September 26, 2020, respectively.

Warrant Units

On April 30, 2021, in connection with its entry into a Subscription Agreement with Walmart, the Company issued Walmart warrants to acquire up to an aggregate of 714,022 shares of the Company’s Class A Units (the “Warrants”), subject to certain vesting conditions. Warrants equivalent to 6.5% of the Company’s outstanding and issuable Common Units, or 446,741 units, vested upon the signing of the Subscription Agreement, and had a grant date fair value of $60.44 per unit. Warrants equivalent to up to 3.5% of the Company’s outstanding and issuable Common Units, or 267,281 units, may vest in connection with conditions defined by the terms of the Warrant, as Walmart makes additional expenditures to the Company in connection with the Subscription Agreement, There are up to six tranches based on increments of additional expenditures where approximately 44,000 additional Warrants may vest per tranche. The Warrants had a grant date fair value of $60.44 per unit. Upon vesting, units may be acquired at an exercise price of $389.03. The warrant units contain customary anti-dilution, down-round, and

change-in-control

provisions. The right to purchase units in connection with the Warrant expires on April 30, 2031.

Non-cash

share-based payment expense associated with the warrant units is recognized as vesting conditions are achieved, based on the grant date fair value of the warrants. The fair value of the warrant units was

determined as of the grant date in accordance with ASC 718 using the Black-Scholes pricing model. The Black-Scholes pricing model is based, in part, upon assumptions for which management is required to use judgment. The assumptions made for purposes of estimating fair value under the Black-Scholes pricing model for the Warrants were as follows:


	Selected Assumption
Dividend yield		0	%
Volatility(a)		43.0	%
Risk-free interest rate (b)		1.65	%
Expected term (years) (c)		10.00

•

The risk-free interest rate is based on the U.S. Treasury constant maturity interest rate whose term is consistent with the expected term of the Warrants.

•

The expected term is based on the contractual term of the Warrants.

In December 2021, Walmart elected to gross exercise the 446,741 vested Warrant Units for $173.8 million. As a result of this gross exercise, 446,741 Class A Common Units of Legacy Warehouse were issued to Walmart, which represented a 6.5% ownership in the Company’s outstanding and issuable Common Units. On May 20, 2022, in connection with its entry into the 2nd A&R MAA, Walmart’s remaining 267,281 Warrant Units vested in accordance with the terms referenced above. Upon vesting, Walmart elected to gross exercise the 267,281 vested Warrant Units for $104.0 million. As a result of this gross exercise, 267,281 Class A Common Units of Legacy Warehouse were issued to Walmart, which represented, together with the December 2021 gross exercise, a combined total of 10.0% ownership in the Company’s then outstanding and issuable Common Units.

Also in connection with its entry into the 2nd A&R MAA with Walmart, the Company issued Walmart a new warrant to acquire up to an aggregate of 258,972 Legacy Warehouse Class A Units (“May 2022 Warrant”), subject to certain vesting conditions. The May 2022 Warrants had a grant date fair value of $224.45. In connection with the Closing, the May 2022 Warrant was converted into a new warrant to acquire up to an aggregate of 15,870,411 common units of Symbotic Holdings (“June 2022 Warrant” and, the common units of Symbotic Holdings issuable thereunder, the “Warrant Units”). As of September 24, 2022, the June 2022 Warrant had not vested, as vesting is tied to the installation commencement date for certain Systems which the Company is installing in Walmart’s 42 regional distribution centers. Warrant Units equivalent to up to 3.6% of the Company’s then outstanding and issuable Common Units, or 15,870,411 units, may vest in connection with conditions defined by the terms of the June 2022 Warrant. Upon vesting, units may be acquired at an exercise price of $10.00. The Warrant Units contain customary anti-dilution, down-round, and

change-in-control

provisions. The right to purchase units in connection with the June 2022 Warrant expires on June 7, 2027.

Non-cash

share-based payment expense associated with the June 2022 Warrant is recognized as vesting conditions are achieved, based on the grant date fair value of the warrants. The fair value of the June 2022 Warrant was determined as of the grant date in accordance with ASC Topic 718,

Compensation – Stock Compensation

, using the Black-Scholes pricing model. The Black-Scholes pricing model is based, in part, upon

assumptions for which management is required to use judgment. The assumptions made for purposes of estimating fair value under the Black-Scholes pricing model for the June 2022 Warrant were as follows:


	Selected Assumption
Dividend yield		0	%
Volatility (a)		40.0	%
Risk-free interest rate (b)		2.80	%
Expected term (years) (c)		5.00

•

The risk-free interest rate is based on the U.S. Treasury constant maturity interest rate whose term is consistent with the expected term of the June 2022 Warrant.

•

The expected term is based on the contractual term of the June 2022 Warrant.

The following table summarizes stock warrant activity for the year ended September 24, 2022:


	Warrant Units
Outstanding and nonvested at September 26, 2020		—
Granted		714,022
Vested		(446,741	)

Outstanding and nonvested at September 25, 2021		267,281
Granted		258,972
Vested		(267,281	)

Outstanding and nonvested at September 24, 2022		258,972

The amount of provision for warrants recorded as a reduction of the transaction price for the Warrants during the twelve months ended September 24, 2022 was $101.3 million. As of September 24, 2022, total unrecognized cost related to unvested warrants was $58.1 million, which may be expensed as vesting conditions are satisfied over the remaining term of the agreement, or 4.7 years. At September 24, 2022, there are no warrant units which are vested and exercisable.

Segment and Geographic Information

12 Months Ended

Sep. 24, 2022

Segment Reporting [Abstract]

Segment and Geographic Information

18. Segment and Geographic Information

As more fully described in the Company’s Summary of Significant Accounting Policies, the Company operates in one operating segment. Revenue and property and equipment, net by geographic region, based on physical location of the operations recording the sale or the assets are as follows:

Revenue by geographical region (in thousands):


	Year Ended
	September 24, 2022			September 25, 2021			September 26, 2020
United States	$	589,944		$	248,209		$	54,349
Canada		3,368			3,704			37,737

Total revenue	$	593,312		$	251,913		$	92,086

Percentage of revenue generated outside of the United States		1	%		1	%		41	%

Total property and equipment, net by geographical region (in thousands):


	Year Ended
	September 24, 2022			September 25, 2021
United States	$	23,640		$	17,355
Canada		1,238			1,262

Total property and equipment, net	$	24,878		$	18,617

Percentage of property and equipment, net held outside of the United States		5	%		7	%

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 31
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Foreign Currency Translation

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Sep. 24, 2022

Accounting Policies [Abstract]

Basis of Presentation

non-controlling

interest in a subsidiary. All intercompany balances and transactions have been eliminated in consolidation.

period-end

Fiscal Period

The Company operates and reports using a

52-53

52-week

periods.

Business Combination

Business Combinations

Business Combination,

for additional information.

The Business Combination resulted in an umbrella partnership corporation

(“Up-C”)

structure, which is often used by partnerships and limited liability companies (operating as partnerships) undertaking an initial public offering. The

Up-C

Noncontrolling Interests

non-economic

paid-in

capital.

Class V-1

and

Class V-3

paid-in-capital.

Use of Estimates

The

COVID-19

pandemic during the year ended September 24, 2022, we are unable to accurately predict the extent to which the

COVID-19

Operating Segments

Cash and Cash Equivalents

Accounts Receivable

Concentration of Credit Risk and Significant Customers

Concentrations of Credit Risk and Significant Customers

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.

The Company has no significant

off-balance

sheet risk such as foreign exchange contracts, options contracts, or other hedging arrangements.

years ended September 25, 2021 and September 26, 2020. The following table represents these customers’ aggregate percent of total revenue:


	Year Ended
	September 24, 2022			September 25, 2021			September 26, 2020
Customer A		94.4	%		66.9	%		n/a
Customer B		n/a			28.1	%		44.8	%
Customer C		n/a			n/a			42.5	%

Aggregate Percent of Total Revenue		94.4	%		95.0	%		87.3	%


	September 24, 2022			September 25, 2021
Customer A		39.5	%		96.6	%
Customer B		40.7	%		n/a
Customer C		15.3	%		n/a

Aggregate Percent of Total Accounts Receivable		95.5	%		96.6	%

Fair Value Measurements

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost approximates actual cost on a

first-in,

first-out

Property and Equipment

Property and equipment include purchases of items with a

per-unit


		Estimated Useful Life
Computer equipment and software, furniture and fixtures, and test equipment		3 - 5 years
Leasehold improvements		Shorter of estimated useful life or remaining term of the lease

Acquired Intangible Assets and Long-Lived Assets

Acquired intangible assets consist of customer relationships and trademarks. Acquired intangible assets are amortized on a straight-line basis over their estimated useful lives.

Revenue Recognition

Revenue is recognized in accordance with the five-step model set forth by Accounting Standards Update (“ASU”)

2014-09,

The Company has identified the following distinct performance obligations in its contracts with customers:

•

Systems

on-premise

license; however, the Company does sell an immaterial amount of term-based

on-premise

licenses.

•

Software maintenance and support

•

Operation services

cost-to-cost

12-month

period is recorded as current deferred revenue, and the remaining portion is recorded as long-term deferred revenue.

The Company has not deferred sales commissions and other costs to obtain a contract because such amounts that would qualify for deferral are not material.

Warrant Transactions

The warrant units granted to Walmart are accounted for as equity instruments and measured in accordance with ASC 718,

Compensation—Stock Compensation

. These instruments are classified in the consolidated statements of operations in accordance with ASC 606, Revenue from Contracts with Customers, and ASU

2019-08,

Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) (“ASU

2019-08”).

pro-rata

achievement of vesting conditions, which is recorded as a reduction to the transaction price.

Research and Development Expenses

Selling, General and Administrative Expenses

Selling, General, and Administrative Expenses

Stock-based Compensation

of pre-vesting forfeitures

Income Taxes

, for further details.

The Company accounts for income taxes in accordance with ASC Topic 740,

Accounting for Income Taxes

more-likely-than-not

that some portion or all of the deferred tax assets will not be realized.

ASC Topic 740 prescribes a

two-step

tax-related

interest and penalties relating to uncertain tax positions, if applicable, as a component of income tax expense.

Tax Receivable Agreement

step-up

Emerging Growth Company

non-emerging

Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In November 2019, the FASB issued ASU

2019-08.

ASU

2019-08

Compensation – Stock Compensation

. The Company adopted ASU

2019-08

on September 27, 2020. Accordingly, warrants to purchase Legacy Warehouse Class A Units issued to Walmart Inc. in April 2021 and May 2022 have been accounted for under ASU

2019-08.

Refer to the warrant transactions policy above and Note 15 for additional information.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU No.

2016-02,

Leases

2018-11,

Leases (Topic 842): Targeted Improvements

right-of-use

assets and lease liabilities for operating leases as the Company expects the obligations under existing operating leases, as disclosed in Note 6,

Leases

In June 2016, the FASB issued ASU

No. 2016-13,

Measurement of Credit Losses on Financial Instruments

In December 2019, the FASB issued ASU

No. 2019-12,

Income Taxes—Simplifying the Accounting for Income Taxes

Other recent accounting pronouncements that are or will be applicable to the Company did not, or are not expected to, have a material impact on the Company’s present or future financial statements.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Sep. 24, 2022

Accounting Policies [Abstract]

Summary of Concentration Risk

The following table represents these customers’ aggregate percent of total revenue:


	Year Ended
	September 24, 2022			September 25, 2021			September 26, 2020
Customer A		94.4	%		66.9	%		n/a
Customer B		n/a			28.1	%		44.8	%
Customer C		n/a			n/a			42.5	%

Aggregate Percent of Total Revenue		94.4	%		95.0	%		87.3	%

The following table represents these customers’ aggregate percent of total accounts receivable:


	September 24, 2022			September 25, 2021
Customer A		39.5	%		96.6	%
Customer B		40.7	%		n/a
Customer C		15.3	%		n/a

Aggregate Percent of Total Accounts Receivable		95.5	%		96.6	%

Summary of Property and Equipment Useful Life

Depreciation is computed using the straight-line method and depreciation expense is allocated between cost of revenue, research and development expenses, and selling, general, and administrative expenses on the statements of operations over the following estimated useful lives:


		Estimated Useful Life
Computer equipment and software, furniture and fixtures, and test equipment		3 - 5 years
Leasehold improvements		Shorter of estimated useful life or remaining term of the lease

Property and equipment at September 24, 2022 and September 25, 2021 consists of the following (in thousands):


	Year Ended
	September 24, 2022			September 25, 2021
Computer equipment and software, furniture and fixtures, and test equipment	$	45,818		$	34,268
Leasehold improvements		2,904			2,909

Total property and equipment		48,722			37,177
Less accumulated depreciation		(23,844	)		(18,560	)

Property and equipment, net	$	24,878		$	18,617

Business Combination (Tables)

12 Months Ended

Sep. 24, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Reverse Recapitalization

The following table reconciles the elements of the Business Combination to the consolidated statements of cash flows and the consolidated statements of stockholders’ equity for the year ended September 24, 2022 (in thousands):


	Amount
Cash proceeds from SVF 3, net of redemptions	$	47,021
Cash proceeds from PIPE Financing		205,000
Cash proceeds from forward purchase agreement		200,000
Less: cash payment of transaction expenses and underwriting fees—SVF 3		(30,315	)

Net cash proceeds from the Business Combination and PIPE Financing		421,706
Less: repurchase by Symbotic Inc. of New Symbotic Holdings Common Units		(300,000	)
Cash received for Class V-1 and Class V-3 Common Stock		70
Less: transaction expenses—Symbotic		(37,104	)

Net contributions from the Business Combination	$	84,672

The total number of shares of the Company’s common stock outstanding immediately following the Closing of the Business Combination was 528,441,744, comprised as follows:


	Shares
Class A—Public Stockholders		4,540,146
Class A—Sponsor Shares (1)(4)		5,624,000
Class A—Subscription Agreements		20,500,000
Class A—Forward Purchase Agreement		20,000,000
Class V-1 Legacy Warehouse Holders (1)(2)(3)		60,844,573
Class V-3 Legacy Warehouse Holders (1)(3)		416,933,025

Total Shares at Closing		528,441,744

(1)	Excludes 20,000,000 Earnout Interests and 3,616,000 Sponsor Shares subject to vesting based on achievement of certain share price targets.

(2)	Excludes approximately 15,870,411 unvested warrant units.

(3)	Class V-1 and V-3 common stock are non-economic and carry one and three votes per share, respectively, whereas Class A Common Stock are economic shares and have one vote per share.

(4)	Includes 200,000 shares issued as part of a working capital loan settlement.

Noncontrolling Interests (Tables)

12 Months Ended

Sep. 24, 2022

Noncontrolling Interest [Abstract]

Summary of Common Stock Outstanding

The following table summarizes the ownership of Symbotic Inc. stock for the period beginning June 7, 2022, the closing of the Business Combination, and ending September 24, 2022.


	Class A Common Stock		Class V-1 and Class V-3 Common Stock			Total		Class A Common Stock			Class V-1 and Class V-3 Common Stock			Total
Beginning of period		—		—			—
Issuances		56,111,651		497,777,598			553,889,249
Exchanges		1,607,185		(1,607,185	)		—

End of period		57,718,836		496,170,413			553,889,249		10.4	%		89.6	%		100	%

Revenue (Tables)

12 Months Ended

Sep. 24, 2022

Revenue from Contract with Customer [Abstract]

Summary of Contract Balances

The following table provides information about accounts receivable, unbilled accounts receivable, and contract liabilities from contracts with customers (in thousands):


	September 24, 2022		September 25, 2021
Accounts receivable	$	3,412	$	63,370
Unbilled accounts receivable	$	101,816	$	—
Contract liabilities	$	425,709	$	475,956

Leases (Tables)

12 Months Ended

Sep. 24, 2022

Leases [Abstract]

Schedule of Future Minimum Lease Payments

Future minimum lease payments under the noncancellable operating leases as of September 24, 2022 are as follows (in thousands):


	Total
Fiscal year 2023	$	2,301
Fiscal year 2024		2,335
Fiscal year 2025		2,037
Fiscal year 2026		557
Fiscal year 2027 and thereafter		—

Total future minimum payments	$	7,230

Inventories (Tables)

12 Months Ended

Sep. 24, 2022

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories at September 24, 2022 and September 25, 2021 consist of the following (in thousands):


	Year Ended
	September 24, 2022		September 25, 2021
Raw materials and components	$	88,999	$	33,065
Finished goods		2,901		496

Total inventories	$	91,900	$	33,561

Property and Equipment (Tables)

12 Months Ended

Sep. 24, 2022

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment


		Estimated Useful Life
Computer equipment and software, furniture and fixtures, and test equipment		3 - 5 years
Leasehold improvements		Shorter of estimated useful life or remaining term of the lease

Property and equipment at September 24, 2022 and September 25, 2021 consists of the following (in thousands):


	Year Ended
	September 24, 2022			September 25, 2021
Computer equipment and software, furniture and fixtures, and test equipment	$	45,818		$	34,268
Leasehold improvements		2,904			2,909

Total property and equipment		48,722			37,177
Less accumulated depreciation		(23,844	)		(18,560	)

Property and equipment, net	$	24,878		$	18,617

Intangible Assets (Tables)

12 Months Ended

Sep. 24, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets


	Estimated Weighted Average Useful Life
Customer relationships		10 years
Trademarks		3 years

The following table presents the Company’s intangible assets as of the dates indicated (in thousands):


	Year Ended
	September 24, 2022							September 25, 2021
	Intangibles, gross		Accumulated amortization			Intangibles, net		Intangibles, gross		Accumulated amortization			Intangibles, net
Customer relationships	$	4,335	$	(3,685	)	$	650	$	4,656	$	(3,492	)	$	1,164
Trademarks		729		(729	)		—		782		(782	)		—

Intangible assets	$	5,064	$	(4,414	)	$	650	$	5,438	$	(4,274	)	$	1,164

Schedule of Intangible Asset Future Amortization

The following table presents the estimated future annual

pre-tax

amortization expense of definite-lived intangible assets as of the date indicated (in thousands):


	Total
Fiscal year 2023	$	433
Fiscal year 2024		217
Fiscal year 2025		—

Total	$	650

Income Taxes (Tables)

12 Months Ended

Sep. 24, 2022

Income Tax Disclosure [Abstract]

Components of Income/(Loss) Before Provision for Income Taxes

The components of income/(loss) before provision for income taxes are as follows:


	Year Ended
	September 24, 2022			September 25, 2021			September 26, 2020
Income/(Loss) before income tax expense:
U.S.	$	(144,119	)	$	(126,549	)	$	(111,676	)
Foreign		5,030			4,235			2,108

Total	$	(139,089	)	$	(122,314	)	$	(109,568	)

Schedule of Effective Income Tax Rate Reconciliation


	September 24, 2022			September 25, 2021			September 26, 2020
Loss before income tax	$	(139,089	)	$	(122,314	)	$	(109,568	)
Tax on pre-tax loss		(29,209	)		(25,686	)		(23,009	)
Loss not subject to tax		27,767			25,686			23,009
State income tax rate		(744	)		—			—
Permanent differences		46			889			443
Adjustment for foreign income tax rate differential		1,346			233			116
Credits		(374	)		—			—
Valuation allowance		1,168			(993	)		(611	)
Other		—			(129	)		5

Total income tax	$	—		$	—		$	(47	)

Schedule of Deferred Tax Assets and Liabilities

The following is a summary of the significant components of the Company’s net deferred tax assets as of September 24, 2022 and September 25, 2021 (in thousands):


	Year Ended
	September 24, 2022			September 25, 2021
Deferred tax assets:
Net operating losses	$	11,361		$	11,265
Investment in Symbotic Holdings, LLC		146,894			—
Tax Receivable Agreement		5,209			—
Other		68			38
Credits		5,487			1,993

Total deferred tax assets before valuation allowance		169,019			13,296
Valuation allowance		(168,308	)		(12,608	)

Total deferred tax assets after valuation allowance		711			688
Total deferred tax liabilities		(711	)		(688	)

Net deferred tax asset	$	—		$	—

Fair Value Measures (Tables)

12 Months Ended

Sep. 24, 2022

Fair Value Disclosures [Abstract]

Fair Value, Assets Measured on Recurring Basis


	Year Ended
	September 24, 2022								September 25, 2021
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	333,388	$	—	$	—	$	333,388	$	152,204	$	—	$	—	$	152,204

Total assets	$	333,388	$	—	$	—	$	333,388	$	152,204	$	—	$	—	$	152,204

Commitments and Contingencies (Tables)

12 Months Ended

Sep. 24, 2022

Commitments and Contingencies Disclosure [Abstract]

Summary of Warranty Accrual

Activity related to the warranty accrual was as follows (in thousands):


	Year Ended
	September 24, 2022			September 25, 2021			September 26, 2020
Balance at beginning of period	$	3,735		$	—		$	450
Provision		7,329			4,652			—
Warranty usage		(2,060	)		(917	)		(450	)

Balance at end of period	$	9,004		$	3,735		$	—

Net Loss per Share (Tables)

12 Months Ended

Sep. 24, 2022

Earnings Per Share [Abstract]

Computation of Basic and Diluted Loss Per Share


	Year Ended
	September 24, 2022
Numerator—basic and diluted
Net loss	$	(139,089	)
Less: Net loss attributable to Warehouse Technologies LLC unitholders prior to the Business Combination		(72,134	)
Less: Net loss attributable to the noncontrolling interest post Business Combination		(60,092	)

Net loss attributable to common shareholders	$	(6,863	)

Denominator—basic and diluted
Weighted-average shares of Class A Common Stock outstanding		54,086,381

Loss per share of Class A Common Stock—basic and diluted	$	(0.13	)

Stock-Based Compensation and Warrant Units (Tables)

12 Months Ended

Sep. 24, 2022

Share-Based Payment Arrangement [Abstract]

Summary of Total Stock-Based Compensation

The following table summarizes the components of total stock-based compensation included in the Company’s consolidated statements of operations for the year ended September 24, 2022 (in thousands):


	September 24, 2022
Research and development		9,671
Selling, general, and administrative		17,187

Total stock-based compensation expense	$	26,858

Summary of Restricted Stock Unit Activity

The following table summarizes the different types of RSUs granted by the Company during the year ended September 24, 2022:


	September 24, 2022
RSUs (service-based vesting conditions)		13,784,743
RSUs (performance-based vesting conditions)		578,453

Total		14,363,196

The following table summarizes the RSU activity for the year ended September 24, 2022:


	Shares			Weighted Average Grant Date Fair Value
Outstanding at September 26, 2021		—		$	—
Granted		14,363,196			15.81
Vested		(1,831,505	)		15.81
Forfeited		(166,104	)		15.81

Outstanding at September 24, 2022		12,365,587		$	15.81

Summary of Units Outstanding and Vested

The following is a summary of Class C Units outstanding and vested immediately prior to the consummation of the Business Combination:


	Class C Units
Balance at September 28, 2019		428,571
Granted		42,587
Redeemed		—
Forfeited		(42,587	)

Balance at September 26, 2020		428,571
Granted		51,543
Redeemed		—
Forfeited		(51,543	)

Balance at September 25, 2021		428,571
Granted		18,107
Redeemed		—
Forfeited		(18,107	)

Balance at June 7, 2022		428,571

Vested at June 7, 2022		375,930

The following is a summary of VAP Units outstanding which were converted to restricted stock units in the fourth quarter of fiscal year 2022:


	VAP Units
Balance at September 28, 2019		5,053,182
Granted		—
Exercised		—
Forfeited		(663,925	)

Balance at September 26, 2020		4,389,257
Granted		—
Exercised		—
Forfeited		(349,637	)

Balance at September 25, 2021		4,039,620
Granted		—
Exercised		(255,845	)
Forfeited		(92,664	)

Balance at August 16, 2022		3,691,111
Converted to restricted stock units		(3,691,111	)

Balance at September 24, 2022		—

Summary of Class C Units, Valuation Assumptions

The fair value of each Class C Unit grant was estimated on the date of the award using a Black-Scholes option pricing model with the following assumptions:


				Year Ended
	June 7, 2022			September 25, 2021			September 26, 2020
Dividend yield		0	%		0	%		0	%
Volatility (a)		45.0	%		40.0	%		50.0	%
Risk-free interest rate (b)		2.30	%		0.29	%		0.12	%
Expected term (years) (c)		2.00			2.00			1.25

•

The risk-free interest rate is based on the U.S. Treasury constant maturity interest rate whose term is consistent with the expected term of the Class C Units.

•

The expected term is based on estimated liquidity event timing as further described above.

Summary of Warrants

The assumptions made for purposes of estimating fair value under the Black-Scholes pricing model for the Warrants were as follows:


	Selected Assumption
Dividend yield		0	%
Volatility(a)		43.0	%
Risk-free interest rate (b)		1.65	%
Expected term (years) (c)		10.00

•

The risk-free interest rate is based on the U.S. Treasury constant maturity interest rate whose term is consistent with the expected term of the Warrants.

•

The expected term is based on the contractual term of the Warrants.

The assumptions made for purposes of estimating fair value under the Black-Scholes pricing model for the June 2022 Warrant were as follows:


	Selected Assumption
Dividend yield		0	%
Volatility (a)		40.0	%
Risk-free interest rate (b)		2.80	%
Expected term (years) (c)		5.00

•

The risk-free interest rate is based on the U.S. Treasury constant maturity interest rate whose term is consistent with the expected term of the June 2022 Warrant.

•

The expected term is based on the contractual term of the June 2022 Warrant.

The following table summarizes stock warrant activity for the year ended September 24, 2022:


	Warrant Units
Outstanding and nonvested at September 26, 2020		—
Granted		714,022
Vested		(446,741	)

Outstanding and nonvested at September 25, 2021		267,281
Granted		258,972
Vested		(267,281	)

Outstanding and nonvested at September 24, 2022		258,972

Segment and Geographic Information (Tables)

12 Months Ended

Sep. 24, 2022

Segment Reporting [Abstract]

Schedule of Revenue and Property and Equipment by Geographical Region

Revenue by geographical region (in thousands):


	Year Ended
	September 24, 2022			September 25, 2021			September 26, 2020
United States	$	589,944		$	248,209		$	54,349
Canada		3,368			3,704			37,737

Total revenue	$	593,312		$	251,913		$	92,086

Percentage of revenue generated outside of the United States		1	%		1	%		41	%

Total property and equipment, net by geographical region (in thousands):


	Year Ended
	September 24, 2022			September 25, 2021
United States	$	23,640		$	17,355
Canada		1,238			1,262

Total property and equipment, net	$	24,878		$	18,617

Percentage of property and equipment, net held outside of the United States		5	%		7	%

Organization and Operations (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Jun. 30, 2022	Sep. 24, 2022	Sep. 25, 2021	Sep. 26, 2020	Apr. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit		$ (1,286,569)	$ (1,154,944)
Contract liabilities		425,709	475,956		$ 185,000
Net proceeds from equity infusion from the Business Combination	$ 384,700	384,672	0	$ 0
Cash and cash equivalents		$ 353,457	$ 156,634

Summary of Significant Accounting Policies - Narrative (Details)			12 Months Ended
	May 20, 2022 shares	Apr. 30, 2021 $ / shares shares	Sep. 24, 2022 USD ($) segment $ / shares shares	Sep. 25, 2021 USD ($) shares	Sep. 26, 2020 USD ($)	Jun. 07, 2022 shares	Dec. 31, 2021
Product Information [Line Items]
Foreign currency losses \| $			$ 25,000	$ 53,000	$ 33,000
Net cash savings, percentage			85.00%
Number of operating segments \| segment			1
Allowance for doubtful accounts \| $			$ 0	0	0
Accounts receivable, payment period			30 days
Property and equipment, per unit value threshold \| $			$ 2,000,000
Property and equipment, useful life, threshold			1 year
Asset impairment charges \| $			$ 0	0	0
Allowance for sales returns \| $			$ 0	$ 0	0
Percentage of tax savings			85.00%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-09-25
Product Information [Line Items]
Remaining performance obligation, period			12 months
Software Maintenance and Support Contracts \| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-09-25
Product Information [Line Items]
Remaining performance obligation, period			15 years
Warrants
Product Information [Line Items]
Warrants, vested (in shares)			267,281	446,741
Exercise price of warrants or rights (in dollars per share) \| $ / shares		$ 389.03
Warrants \| Tranche One
Product Information [Line Items]
Percentage of outstanding and issuable		6.50%					6.50%
Warrants, vested (in shares)		446,741
Warrants \| Tranche Two
Product Information [Line Items]
Percentage of outstanding and issuable	10.00%	3.50%
Warrants, vested (in shares)		267,281
May 2022 Warrants
Product Information [Line Items]
Exercise price of warrants or rights (in dollars per share) \| $ / shares			$ 10
June 2022 Warrants
Product Information [Line Items]
Warrants authorized (in shares)			15,870,411			15,870,411
Warrants, vested (in shares)			15,870,411
Class A Units \| Warrants
Product Information [Line Items]
Warrants authorized (in shares)		714,022
Class A Units \| Warrants \| Tranche Two
Product Information [Line Items]
Warrants, vested (in shares)	267,281
Class A Units \| May 2022 Warrants
Product Information [Line Items]
Warrants authorized (in shares)	258,972		258,972
Percentage of warrants, vested, maximum			3.60%
Minimum
Product Information [Line Items]
Remaining performance obligation, period			1 year
Maximum
Product Information [Line Items]
Foreign currency losses \| $			$ 100,000		$ 100,000
Remaining performance obligation, period			15 years
One Supplier \| Cost of Goods and Service Benchmark \| Supplier Concentration Risk
Product Information [Line Items]
Volume of purchases \| $			$ 69,100,000	$ 17,800,000

Summary of Significant Accounting Policies - Summary of Concentration Risk (Details) - Customer Concentration Risk	12 Months Ended
	Sep. 24, 2022	Sep. 25, 2021	Sep. 26, 2020
Customer A \| Revenue from Contract with Customer Benchmark
Concentration Risk [Line Items]
Concentration risk, percentage	94.40%	66.90%
Customer A \| Accounts Receivable
Concentration Risk [Line Items]
Concentration risk, percentage	39.50%	96.60%
Customer B \| Revenue from Contract with Customer Benchmark
Concentration Risk [Line Items]
Concentration risk, percentage		28.10%	44.80%
Customer B \| Accounts Receivable
Concentration Risk [Line Items]
Concentration risk, percentage	40.70%
Customer C \| Revenue from Contract with Customer Benchmark
Concentration Risk [Line Items]
Concentration risk, percentage			42.50%
Customer C \| Accounts Receivable
Concentration Risk [Line Items]
Concentration risk, percentage	15.30%
Customer Total \| Revenue from Contract with Customer Benchmark
Concentration Risk [Line Items]
Concentration risk, percentage	94.40%	95.00%	87.30%
Customer Total \| Accounts Receivable
Concentration Risk [Line Items]
Concentration risk, percentage	95.50%	96.60%

Summary of Significant Accounting Policies - Property and Equipment Useful Life (Details) - Computer equipment and software, furniture and fixtures, and test equipment	12 Months Ended
	Sep. 24, 2022
Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	3 years
Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	5 years

Business Combination - Narrative (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Sep. 24, 2022 USD ($) event $ / shares shares	Jun. 07, 2022 shares	Sep. 25, 2021 shares
Business Acquisition [Line Items]
Number of triggering Eevents achieved \| event	3
Conversion of stock (in shares)	9,040,000
Cash proceeds from forward purchase agreement \| $	$ 200,000
Repurchase of shares \| $	300,000
Net contributions from the Business Combination \| $	84,672
Transaction costs \| $	$ 37,104
Sponsor Shares
Business Acquisition [Line Items]
Award vesting rights, percentage	40.00%
Redeemed (in shares)	3,616,000
Granted (in shares)	3,616,000
Trigger Event One
Business Acquisition [Line Items]
Contingent consideration payable, earnout (in dollars per share) \| $ / shares	$ 12
Trigger Event Two
Business Acquisition [Line Items]
Contingent consideration payable, earnout (in dollars per share) \| $ / shares	14
Trigger Event Three
Business Acquisition [Line Items]
Contingent consideration payable, earnout (in dollars per share) \| $ / shares	$ 16
Tranche One \| Sponsor Shares
Business Acquisition [Line Items]
Award vesting rights, percentage	60.00%
Redeemed (in shares)	5,424,000
Tranche Two \| Sponsor Shares
Business Acquisition [Line Items]
Award vesting rights, percentage	20.00%
Redeemed (in shares)	1,808,000
Tranche Three \| Sponsor Shares
Business Acquisition [Line Items]
Award vesting rights, percentage	20.00%
Redeemed (in shares)	1,808,000
PIPE
Business Acquisition [Line Items]
Sale of stock, consideration received on transaction \| $	$ 205,000
Sale of stock (in dollars per share) \| $ / shares	$ 10
Forward Purchase Investor
Business Acquisition [Line Items]
Sale of stock (in dollars per share) \| $ / shares	$ 10
Cash proceeds from forward purchase agreement \| $	$ 200,000
Class A Common Stock
Business Acquisition [Line Items]
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Common stock, issued (in shares)	57,718,836		0
Contingent consideration payable, earnout (in shares)	20,000,000
Class A Common Stock \| Trigger Event One
Business Acquisition [Line Items]
Contingent consideration payable, earnout (in shares)	6,666,667
Class A Common Stock \| Trigger Event Two
Business Acquisition [Line Items]
Contingent consideration payable, earnout (in shares)	6,666,667
Class A Common Stock \| Trigger Event Three
Business Acquisition [Line Items]
Contingent consideration payable, earnout (in shares)	6,666,666
Class A Common Stock \| PIPE
Business Acquisition [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	20,500,000
Class A Common Stock \| Forward Purchase Investor
Business Acquisition [Line Items]
Sale of stock, number of shares issued in transaction (in shares)	20,000,000
Common Class B
Business Acquisition [Line Items]
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Class V-1 Common Stock
Business Acquisition [Line Items]
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Common stock, issued (in shares)	79,237,388		0
Contingent consideration payable, earnout (in shares)	20,000,000
Class V-1 Common Stock \| Warehouse
Business Acquisition [Line Items]
Common stock, issued (in shares)		60,844,573
Class V-3 Common Stock
Business Acquisition [Line Items]
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Common stock, issued (in shares)	416,933,025		0
Class V-3 Common Stock \| Warehouse
Business Acquisition [Line Items]
Common stock, issued (in shares)		416,933,025

Business Combination - Reconciliation of Business Combination (Details) $ in Thousands	12 Months Ended
	Sep. 24, 2022 USD ($)
Business Combination and Asset Acquisition [Abstract]
Cash proceeds from SVF 3, net of redemptions	$ 47,021
Cash proceeds from PIPE Financing	205,000
Cash proceeds from forward purchase agreement	200,000
Less: cash payment of transaction expenses and underwriting fees - SVF 3	(30,315)
Net cash proceeds from the Business Combination and PIPE Financing	421,706
Less: repurchase by Symbotic Inc. of New Symbotic Holdings Common Units	(300,000)
Cash received for Class V-1 and Class V-3 Common Stock	70
Less: transaction expenses - Symbotic	(37,104)
Net contributions from the Business Combination	$ 84,672

Business Combination - Schedule of Reverse Recapitalization (Details)	Sep. 24, 2022 vote shares	Jun. 07, 2022 vote shares	Jun. 06, 2022 shares	Sep. 25, 2021 shares
Business Acquisition [Line Items]
Common stock, outstanding (in shares)	553,889,249	528,441,744	0
Working capital loan settlement (in shares)		200,000
Class A Common Stock
Business Acquisition [Line Items]
Common stock, outstanding (in shares)	57,718,836		0	0
Common stock, issued (in shares)	57,718,836			0
Number of votes per common share \| vote	1	1
Class A Common Stock \| Public Stockholders
Business Acquisition [Line Items]
Common stock, outstanding (in shares)		4,540,146
Class A Common Stock \| Sponsor Shares
Business Acquisition [Line Items]
Common stock, outstanding (in shares)		5,624,000
Class A Common Stock \| Subscription Agreements
Business Acquisition [Line Items]
Common stock, outstanding (in shares)		20,500,000
Class A Common Stock \| Forward Purchase Agreement
Business Acquisition [Line Items]
Common stock, outstanding (in shares)		20,000,000
Class V-1 Common Stock
Business Acquisition [Line Items]
Common stock, outstanding (in shares)	79,237,388			0
Common stock, issued (in shares)	79,237,388			0
Reverse recapitalization, warrant or right outstanding, nonvested (in shares)		15,870,411
Number of votes per common share \| vote	1	1
Class V-1 Common Stock \| Sponsor Shares
Business Acquisition [Line Items]
Reverse recapitalization, warrant or right outstanding, nonvested (in shares)		3,616,000
Class V-1 Common Stock \| Warehouse
Business Acquisition [Line Items]
Common stock, outstanding (in shares)	79,237,388
Common stock, issued (in shares)		60,844,573
Class V-1 Common Stock \| Earnout Interests
Business Acquisition [Line Items]
Reverse recapitalization, warrant or right outstanding, nonvested (in shares)		20,000,000
Class V-3 Common Stock
Business Acquisition [Line Items]
Common stock, outstanding (in shares)	416,933,025			0
Common stock, issued (in shares)	416,933,025			0
Number of votes per common share \| vote		3
Class V-3 Common Stock \| Warehouse
Business Acquisition [Line Items]
Common stock, outstanding (in shares)	416,933,025
Common stock, issued (in shares)		416,933,025

Noncontrolling Interests - Narrative (Details)		4 Months Ended	12 Months Ended
Noncontrolling Interests - Narrative (Details)	Jun. 07, 2022 vote shares	Sep. 24, 2022 vote shares	Sep. 24, 2022 vote
Noncontrolling Interest [Line Items]
Issuances (in shares)		553,889,249
Conversion period			7 years
Class V-1 Common Stock
Noncontrolling Interest [Line Items]
Issuances (in shares)	60,844,573
Number of votes per common share \| vote	1	1	1
Class V-3 Common Stock
Noncontrolling Interest [Line Items]
Issuances (in shares)	416,933,025
Number of votes per common share \| vote	3

Noncontrolling Interests - Summary of Common Stock Outstanding (Details) - shares		4 Months Ended
	Jun. 07, 2022	Sep. 24, 2022
Common Stock, Shares, Outstanding [Roll Forward]
Beginning of period (in shares)	0	0
Issuances (in shares)		553,889,249
Exchanges (in shares)		0
End of period (in shares)	528,441,744	553,889,249
Symbotic, Inc.
Common Stock, Shares, Outstanding [Roll Forward]
Ownership percentage		100.00%
Class A Common Stock
Common Stock, Shares, Outstanding [Roll Forward]
Beginning of period (in shares)	0	0
Issuances (in shares)		56,111,651
Exchanges (in shares)		1,607,185
End of period (in shares)		57,718,836
Class A Common Stock \| Symbotic, Inc.
Common Stock, Shares, Outstanding [Roll Forward]
Ownership percentage		10.40%
Common Voting Shares, Class V-1 and V-3
Common Stock, Shares, Outstanding [Roll Forward]
Beginning of period (in shares)	0	0
Issuances (in shares)		497,777,598
Exchanges (in shares)		(1,607,185)
End of period (in shares)		496,170,413
Common Voting Shares, Class V-1 and V-3 \| Symbotic, Inc.
Common Stock, Shares, Outstanding [Roll Forward]
Ownership percentage		89.60%

Revenue - Summary of Contract Balances (Details) - USD ($) $ in Thousands	Sep. 24, 2022	Sep. 25, 2021	Apr. 30, 2021
Revenue from Contract with Customer [Abstract]
Accounts receivable	$ 3,412	$ 63,370
Unbilled accounts receivable	101,816	0
Contract liabilities	$ 425,709	$ 475,956	$ 185,000

Revenue - Narrative (Details) $ in Millions	12 Months Ended
Revenue - Narrative (Details) $ in Millions	Sep. 24, 2022 USD ($) distribution_center	Sep. 25, 2021 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contract liability, revenue recognized \| $	$ 359.5	$ 120.3
Remaining performance obligation, amount \| $	$ 11,100.0
Number of distribution centers \| distribution_center	42
Walmart
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Number of distribution centers \| distribution_center	42
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-09-25
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, percentage	8.00%
Remaining performance obligation, period	12 months

Leases - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
Leases - Narrative (Details) - USD ($) $ in Millions	Sep. 24, 2022	Sep. 25, 2021	Sep. 26, 2020
Leases [Abstract]
Net rental expense	$ 2.4
Net rental expense		$ 2.3	$ 2.0

Leases - Schedule of Future Minimum Lease Payments (Details) $ in Thousands	Sep. 24, 2022 USD ($)
Leases [Abstract]
Fiscal year 2023	$ 2,301
Fiscal year 2024	2,335
Fiscal year 2025	2,037
Fiscal year 2026	557
Fiscal year 2027 and thereafter	0
Total future minimum payments	$ 7,230

Inventories (Details) - USD ($) $ in Thousands	Sep. 24, 2022	Sep. 25, 2021
Inventory Disclosure [Abstract]
Raw materials and components	$ 88,999	$ 33,065
Finished goods	2,901	496
Total inventories	$ 91,900	$ 33,561

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 24, 2022	Sep. 25, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 48,722	$ 37,177
Less accumulated depreciation	(23,844)	(18,560)
Property and equipment, net	24,878	18,617
Computer equipment and software, furniture and fixtures, and test equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	45,818	34,268
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 2,904	$ 2,909

Property and Equipment - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 24, 2022	Sep. 25, 2021	Sep. 26, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 5.5	$ 4.0	$ 5.3

Intangible Assets - Schedule of Finite-Lived Intangible Assets Useful Life (Details)	12 Months Ended
	Sep. 24, 2022
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	10 years
Trademarks
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	3 years

Intangible Assets - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 24, 2022	Sep. 25, 2021	Sep. 26, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 0.5	$ 0.5	$ 0.4

Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 24, 2022	Sep. 25, 2021
Finite-Lived Intangible Assets [Line Items]
Intangibles, gross	$ 5,064	$ 5,438
Accumulated amortization	(4,414)	(4,274)
Intangibles, net	650	1,164
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangibles, gross	4,335	4,656
Accumulated amortization	(3,685)	(3,492)
Intangibles, net	650	1,164
Trademarks
Finite-Lived Intangible Assets [Line Items]
Intangibles, gross	729	782
Accumulated amortization	(729)	(782)
Intangibles, net	$ 0	$ 0

Intangible Assets - Schedule of Intangible Asset Future Amortization (Details) - USD ($) $ in Thousands	Sep. 24, 2022	Sep. 25, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Fiscal year 2023	$ 433
Fiscal year 2024	217
Fiscal year 2025	0
Intangibles, net	$ 650	$ 1,164

Income Taxes - Components of Income/(Loss) Before Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 24, 2022	Sep. 25, 2021	Sep. 26, 2020
Income Tax Examination [Line Items]
Loss before income tax	$ (139,089)	$ (122,314)	$ (109,568)
U.S.
Income Tax Examination [Line Items]
Loss before income tax	(144,119)	(126,549)	(111,676)
Foreign
Income Tax Examination [Line Items]
Loss before income tax	$ 5,030	$ 4,235	$ 2,108

Income Taxes - Narrative (Details) - USD ($)	12 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Sep. 24, 2022	Sep. 25, 2021	Sep. 26, 2020
Income Tax Examination [Line Items]
Income tax expense (benefit)	$ 0	$ 0	$ (47,000)
Valuation allowance	168,308,000	12,608,000
Valuation allowance, deferred tax asset, increase (decrease)	155,700,000
Unrecognized tax benefits	0	$ 0
Future payments, tax receivable agreement	112,100,000
Maximum
Income Tax Examination [Line Items]
Income tax expense (benefit)			$ 100,000
U.S.
Income Tax Examination [Line Items]
Valuation allowance	155,500,000
Operating loss carryforwards	10,300,000
Foreign
Income Tax Examination [Line Items]
Valuation allowance	12,800,000
Foreign \| Canada Revenue Agency
Income Tax Examination [Line Items]
Operating loss carryforwards	32,700,000
State and Local Jurisdiction
Income Tax Examination [Line Items]
Operating loss carryforwards	8,900,000
State and Local Jurisdiction \| Canada Revenue Agency
Income Tax Examination [Line Items]
Operating loss carryforwards	$ 31,100,000

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($)	12 Months Ended
	Sep. 24, 2022	Sep. 25, 2021	Sep. 26, 2020
Income Tax Disclosure [Abstract]
Loss before income tax	$ (139,089,000)	$ (122,314,000)	$ (109,568,000)
Tax on pre-tax loss	(29,209,000)	(25,686,000)	(23,009,000)
Loss not subject to tax	27,767,000	25,686,000	23,009,000
State income tax rate	(744,000)	0	0
Permanent differences	46,000	889,000	443,000
Adjustment for foreign income tax rate differential	1,346,000	233,000	116,000
Credits	(374,000)	0	0
Valuation allowance	1,168,000	(993,000)	(611,000)
Other	0	(129,000)	5,000
Total income tax	$ 0	$ 0	$ (47,000)

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 24, 2022	Sep. 25, 2021
Deferred tax assets:
Net operating losses	$ 11,361	$ 11,265
Investment in Symbotic Holdings, LLC	146,894	0
Tax Receivable Agreement	5,209	0
Other	68	38
Credits	5,487	1,993
Total deferred tax assets before valuation allowance	169,019	13,296
Valuation allowance	(168,308)	(12,608)
Total deferred tax assets after valuation allowance	711	688
Total deferred tax liabilities	(711)	(688)
Net deferred tax asset	$ 0	$ 0

Employee Benefit Plans (Details) - USD ($) $ in Millions	12 Months Ended
Employee Benefit Plans (Details) - USD ($) $ in Millions	Sep. 24, 2022	Sep. 25, 2021	Sep. 26, 2020
United States
Defined Contribution Plan Disclosure [Line Items]
Defined contribution plan, cost	$ 2.4	$ 1.9	$ 1.6
Foreign Plan
Defined Contribution Plan Disclosure [Line Items]
Defined contribution plan, cost	$ 0.3	$ 0.2	$ 0.3

Fair Value Measures (Details) - Fair Value, Recurring - USD ($)	Sep. 24, 2022	Sep. 25, 2021
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total assets	$ 333,388,000	$ 152,204,000
Total liabilities	0	0
Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total assets	333,388,000	152,204,000
Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total assets	0	0
Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total assets	0	0
Money market funds
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total assets	333,388,000	152,204,000
Money market funds \| Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total assets	333,388,000	152,204,000
Money market funds \| Level 2
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total assets	0	0
Money market funds \| Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total assets	$ 0	$ 0

Related Party Transactions (Details)	12 Months Ended
Related Party Transactions (Details)	Sep. 24, 2022 USD ($) agreement aircraft	Sep. 25, 2021 USD ($)	Sep. 26, 2020 USD ($)
Related Party Transaction [Line Items]
Contract liabilities	$ 394,244,000	$ 259,418,000
Insurance Coverage \| Affiliated Entity
Related Party Transaction [Line Items]
Expenses from transactions with related party	2,300,000	1,800,000	$ 1,600,000
Aircraft Time Sharing Agreement \| Affiliated Entity
Related Party Transaction [Line Items]
Expenses from transactions with related party	$ 700,000
Number of time sharing agreements \| agreement	2
Number of aircrafts \| aircraft	2
Usage Of Facility And Employee Services \| Affiliated Entity
Related Party Transaction [Line Items]
Expenses from transactions with related party	$ 200,000
Customer Contracts \| Affiliated Entity
Related Party Transaction [Line Items]
Revenue from related parties	3,500,000	2,900,000	2,400,000
Cost of revenue from related parties	2,300,000	2,200,000	$ 2,100,000
Accounts receivable from related parties	0	0
Contract liabilities	$ 500,000	$ 500,000

Commitments and Contingencies - Narrative (Details) - USD ($)	12 Months Ended
	Sep. 24, 2022	Sep. 25, 2021
Commitments and Contingencies Disclosure [Abstract]
Purchase commitment, period, less than	1 year
Purchase obligation	$ 757,000,000
Liabilities recorded for guarantor obligations	$ 0	$ 0

Commitments and Contingencies - Summary of Warranty Accrual (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 24, 2022	Sep. 25, 2021	Sep. 26, 2020
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward]
Balance at beginning of period	$ 3,735	$ 0	$ 450
Provision	7,329	4,652	0
Warranty usage	(2,060)	(917)	(450)
Balance at end of period	$ 9,004	$ 3,735	$ 0

Equity (Details)	12 Months Ended
Equity (Details)	Sep. 24, 2022 USD ($) class vote $ / shares shares	Sep. 25, 2021 USD ($) shares	Jun. 07, 2022 vote shares	Jun. 06, 2022 shares	Sep. 26, 2020 shares	Sep. 28, 2019 shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of classes of membership interests \| class	5
Number of classes of common stock \| class	3
Common stock, outstanding (in shares)	553,889,249		528,441,744	0
Preferred stock, authorized (in shares)	50,000,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Preferred stock, issued (in shares)	0
Preferred stock, outstanding (in shares)	0
Temporary equity, authorized (in shares)		6,426,208
Contribution made from limited liability company, cash contributions \| $	$ 0	$ 0
Cumulative cash distributions, annual return, percent	5.00%
Common Units, Class A
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exchange of stock in connection with merger ratio	61.28%
Number of votes per common share \| vote	1
Preferred Units, Class B
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exchange of stock in connection with merger ratio	47508300.00%
Temporary equity, authorized (in shares)	0	1
Temporary equity, outstanding (in shares)	0	47,508,300			47,508,300	47,508,300
Liquidation preference, value \| $		$ 691,300,000
Preferred Units, Class B \| Previously Reported
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Temporary equity, outstanding (in shares)		1				1
Preferred Units, Class B-1
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exchange of stock in connection with merger ratio	24031400.00%
Temporary equity, authorized (in shares)	0	2
Temporary equity, outstanding (in shares)	0	24,041,300			24,041,300	24,041,300
Liquidation preference, value \| $		$ 691,300,000
Preferred Units, Class B-1 \| Previously Reported
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Temporary equity, outstanding (in shares)		1				1
Common Units, Class C
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exchange of stock in connection with merger ratio	58.15%
Number of votes per common share \| vote	1
Temporary equity, authorized (in shares)	0	428,571
Temporary equity, outstanding (in shares)	0	24,922,109			24,922,109	24,922,109
Common Units, Class C \| Previously Reported
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Temporary equity, outstanding (in shares)		428,571				428,571
Class A Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, authorized (in shares)	3,000,000,000	0
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Common stock, issued (in shares)	57,718,836	0
Common stock, outstanding (in shares)	57,718,836	0		0
Number of votes per common share \| vote	1		1
Class A Common Stock \| Warehouse
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, shares issued upon conversion (in shares)	1,607,185
Class V-1 Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, authorized (in shares)	1,000,000,000	0
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Common stock, issued (in shares)	79,237,388	0
Common stock, outstanding (in shares)	79,237,388	0
Number of votes per common share \| vote	1		1
Class V-1 Common Stock \| Warehouse
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, issued (in shares)			60,844,573
Common stock, outstanding (in shares)	79,237,388
Class V-3 Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, authorized (in shares)	450,000,000	0
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Common stock, issued (in shares)	416,933,025	0
Common stock, outstanding (in shares)	416,933,025	0
Number of votes per common share \| vote			3
Conversion of stock, term	7 years
Class V-3 Common Stock \| Warehouse
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, issued (in shares)			416,933,025
Common stock, outstanding (in shares)	416,933,025
Redeemable Common Units, Class A
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Temporary equity, authorized (in shares)		5,997,632
Temporary equity, outstanding (in shares)		5,997,632
Redeemable Common Units, Class B
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Temporary equity, authorized (in shares)		1
Temporary equity, outstanding (in shares)		1
Cumulative cash distributions \| $	$ 16,100,000	$ 21,900,000
Redeemable Common Units, Class B-1
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Temporary equity, authorized (in shares)		2
Temporary equity, outstanding (in shares)		1
Cumulative cash distributions \| $	$ 8,100,000	$ 11,100,000
Redeemable Common Units, Class B-2
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Temporary equity, authorized (in shares)		2

Net Loss per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands

12 Months Ended

Sep. 24, 2022

Sep. 25, 2021

Sep. 26, 2020

Numerator - basic and diluted

Net loss attributable to common shareholders

$ (139,089)

$ (122,314)

$ (109,521)

(6,863)

Less: Net loss attributable to the noncontrolling interest post Business Combination

$ (60,092)

Denominator - basic and diluted

Weighted-average shares of Class A common shares outstanding - basic (in shares)

54,086,381

Weighted-average shares of Class A common shares outstanding - diluted (in shares)

54,086,381

Loss per share of Class A common stock - basic (in dollars per share)

^[1]

$ (0.13)

Loss per share of Class A common stock - diluted (in dollars per share)

^[1]

$ (0.13)

Noncontrolling Interest

Numerator - basic and diluted

Less: Net loss attributable to the noncontrolling interest post Business Combination

$ (60,092)

Warehouse

Numerator - basic and diluted

Net loss attributable to common shareholders

$ (72,134)

[1]

Stock-Based Compensation and Warrant Units - Narrative (Details)				1 Months Ended	3 Months Ended				5 Months Ended	8 Months Ended	11 Months Ended	12 Months Ended			18 Months Ended
	May 20, 2022 USD ($) shares	Apr. 16, 2022 USD ($)	Apr. 30, 2021 tranche $ / shares shares	Dec. 31, 2021 USD ($) shares	Sep. 24, 2022 USD ($) distribution_center employee $ / shares shares	Dec. 25, 2021 $ / shares	Sep. 25, 2021 $ / shares shares	Jun. 26, 2021 $ / shares	Jun. 06, 2022 $ / shares shares	Jun. 06, 2022 shares	Aug. 16, 2022 shares	Sep. 24, 2022 USD ($) distribution_center $ / shares shares	Sep. 25, 2021 USD ($) shares	Sep. 26, 2020 USD ($) shares	Mar. 27, 2021 $ / shares	Jun. 07, 2022 shares	Sep. 28, 2019 shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation expense \| $												$ 26,858,000	$ 11,600,000	$ 100,000
Fair value (in dollars per share) \| $ / shares						$ 415.75	$ 407.19	$ 160.03	$ 451.81						$ 5.56
Provision for warrants \| $		$ 24,400,000										$ 74,280,000	$ 26,999,000
Provision for warrants, step up \| $		$ 700,000
Number of distribution centers \| distribution_center					42							42
Warrants
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants, vested (in shares)												267,281	446,741
Number of warrant tranches \| tranche			6
Additional warrants per tranche (in shares)			44,000
Exercise price of warrants or rights (in dollars per share) \| $ / shares			$ 389.03
Warrants, exercised (in shares)	267,281			446,741
Provision for transaction price reduction \| $												$ 101,300,000
Cost not yet recognized, amount \| $					$ 58,100,000							$ 58,100,000
Award vesting period												4 years 8 months 12 days
Vested and exercisable (in shares)					0							0
May 2022 Warrants
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average grant date fair value of warrants or rights (in dollars per share) \| $ / shares					$ 224.45							$ 224.45
Exercise price of warrants or rights (in dollars per share) \| $ / shares					$ 10							$ 10
June 2022 Warrants
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants authorized (in shares)					15,870,411							15,870,411				15,870,411
Warrants, vested (in shares)												15,870,411
Tranche One \| Warrants
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Percentage of outstanding and issuable			6.50%	6.50%
Warrants, vested (in shares)			446,741
Weighted average grant date fair value of warrants or rights (in dollars per share) \| $ / shares			$ 60.44
Warrants, exercised, value \| $				$ 173,800,000
Tranche Two \| Warrants
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Percentage of outstanding and issuable	10.00%		3.50%
Warrants, vested (in shares)			267,281
Warrants, exercised, value \| $	$ 104,000,000
RSUs (service-based vesting conditions)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award vesting period												3 years
Granted (in shares)												13,784,743
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Aggregate intrinsic value, vested \| $												$ 29,000,000
Granted (in dollars per share) \| $ / shares												$ 15.81
Number of shares outstanding and unvested (in shares)					12,365,587		0					12,365,587	0
Aggregate intrinsic value outstanding and unvested \| $					$ 130,300,000							$ 130,300,000
Weighted average remaining vesting period												2 years 3 months 3 days
Granted (in shares)												14,363,196
Restricted Stock Units (RSUs) \| Legacy VAP Unit Holders
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)					2,350,795
Class C Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award vesting period												5 years
Number of shares outstanding and unvested (in shares)							428,571		428,571	428,571			428,571	428,571			428,571
Compensation expense \| $												$ 100,000	$ 100,000	$ 100,000
Granted (in shares)										18,107			51,543	42,587
Value Appreciation Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award vesting period												5 years
Aggregate intrinsic value, vested \| $												$ 24,400,000
Compensation expense \| $												$ 13,200,000
Granted (in shares)											0	0	0	0
Number of employees \| employee					20
Value Appreciation Units \| Tranche One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award vesting rights, revenue threshold \| $												$ 100,000,000
Class A Units \| Warrants
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants authorized (in shares)			714,022
Class A Units \| May 2022 Warrants
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants authorized (in shares)	258,972				258,972							258,972
Percentage of warrants, vested, maximum					3.60%							3.60%
Class A Units \| Tranche One \| Warrants
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant exercises (in shares)				446,741
Class A Units \| Tranche Two \| Warrants
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants, vested (in shares)	267,281
Warrant exercises (in shares)	267,281
2022 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized (in shares)					59,800,928							59,800,928
Expiration period												10 years
Legacy Plans
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of additional shares authorized (in shares)												8,500,000

Stock-Based Compensation and Warrant Units - Summary of Total Stock-Based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 24, 2022	Sep. 25, 2021	Sep. 26, 2020
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 26,858	$ 11,600	$ 100
Research and development
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	9,671
Selling, general, and administrative
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 17,187

Stock-Based Compensation and Warrant Units - Summary of Restricted Stock Units Granted (Details)	12 Months Ended
	Sep. 24, 2022 shares
RSUs (service-based vesting conditions)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)	13,784,743
RSUs (performance-based vesting conditions)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)	578,453
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)	14,363,196

Stock-Based Compensation and Warrant Units - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs)	12 Months Ended
	Sep. 24, 2022 $ / shares shares
Shares
Balance at beginning of period (in shares) \| shares	0
Granted (in shares) \| shares	14,363,196
Vested (in shares) \| shares	(1,831,505)
Forfeited (in shares) \| shares	(166,104)
Balance at end of period (in shares) \| shares	12,365,587
Weighted Average Grant Date Fair Value
Balance at beginning of period (in dollars per share) \| $ / shares	$ 0
Granted (in dollars per share) \| $ / shares	15.81
Vested (in dollars per share) \| $ / shares	15.81
Forfeited (in dollars per share) \| $ / shares	15.81
Balance at end of period (in dollars per share) \| $ / shares	$ 15.81

Stock-Based Compensation and Warrant Units - Summary of Class C Units Outstanding and Vested (Details) - Class C Units - shares	8 Months Ended	12 Months Ended
	Jun. 06, 2022	Sep. 25, 2021	Sep. 26, 2020	Jun. 07, 2022
Shares
Balance at beginning of period (in shares)	428,571	428,571	428,571
Granted (in shares)	18,107	51,543	42,587
Redeemed (in shares)	0	0	0
Forfeited (in shares)	(18,107)	(51,543)	(42,587)
Balance at end of period (in shares)	428,571	428,571	428,571
Vested (in shares)				375,930

Stock-Based Compensation and Warrant Units - Summary of Class C Units, Valuation Assumptions (Details) - Class C Units		12 Months Ended
	Jun. 07, 2022	Sep. 25, 2021	Sep. 26, 2020
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Dividend yield	0.00%	0.00%	0.00%
Volatility	45.00%	40.00%	50.00%
Risk-free interest rate	2.30%	0.29%	0.12%
Expected term (years)	2 years	2 years	1 year 3 months

Stock-Based Compensation and Warrant Units - Summary of Value Appreciation Units Outstanding and Vested (Details) - shares	1 Months Ended	11 Months Ended	12 Months Ended
	Sep. 24, 2022	Aug. 16, 2022	Sep. 24, 2022	Sep. 25, 2021	Sep. 26, 2020
Value Appreciation Units
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Balance at beginning of period (in shares)	3,691,111	4,039,620	4,039,620	4,389,257	5,053,182
Granted (in shares)		0	0	0	0
Exercised (in shares)		(255,845)		0	0
Forfeited (in shares)		(92,664)		(349,637)	(663,925)
Balance at end of period (in shares)		3,691,111		4,039,620	4,389,257
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Converted to restricted stock units (in shares)	(3,691,111)
Balance at end of period (in shares)	0		0

Stock-Based Compensation and Warrant Units - Summary of Warrants, Valuation Assumptions (Details)	Sep. 24, 2022 yr
Dividend yield \| Warrants
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants and rights outstanding, measurement input	0
Dividend yield \| May 2022 Warrants
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants and rights outstanding, measurement input	0
Volatility \| Warrants
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants and rights outstanding, measurement input	0.43
Volatility \| May 2022 Warrants
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants and rights outstanding, measurement input	0.40
Risk-free interest rate \| Warrants
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants and rights outstanding, measurement input	0.0165
Risk-free interest rate \| May 2022 Warrants
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants and rights outstanding, measurement input	0.028
Expected term \| Warrants
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants and rights outstanding, measurement input	10
Expected term \| May 2022 Warrants
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants and rights outstanding, measurement input	5

Stock-Based Compensation and Warrant Units - Summary of Warrant Activity (Details) - Warrants - shares	12 Months Ended
	Sep. 24, 2022	Sep. 25, 2021
Class of Warrant or Right [Roll Forward]
Outstanding and nonvested at beginning of period (in shares)	267,281	0
Granted (in shares)	258,972	714,022
Vested (in shares)	(267,281)	(446,741)
Outstanding and nonvested at end of period (in shares)	258,972	267,281

Segment and Geographic Information - Narrative (Details)	12 Months Ended
	Sep. 24, 2022 segment
Segment Reporting [Abstract]
Number of operating segments	1

Segment and Geographic Information - Revenue by Geographical Region (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 24, 2022	Sep. 25, 2021	Sep. 26, 2020
Segment Reporting Information [Line Items]
Total revenue	$ 593,312	$ 251,913	$ 92,086
United States
Segment Reporting Information [Line Items]
Total revenue	589,944	248,209	54,349
Canada
Segment Reporting Information [Line Items]
Total revenue	$ 3,368	$ 3,704	$ 37,737
Non-US \| Revenue from Contract with Customer Benchmark \| Geographic Concentration Risk
Segment Reporting Information [Line Items]
Concentration risk, percentage	1.00%	1.00%	41.00%

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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