Blog: SVF INVESTMENT CORP. 3 : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

Item 7.01 Regulation FD Disclosure

On May 10, 2022, SVF Investment Corp. 3 (“SVF” or the “Company”) issued a press
release announcing, among other things, the following: (i) the effectiveness of
its registration statement on Form S-4 (as amended, the “Registration
Statement”), which includes a proxy statement and prospectus in connection with
its previously announced business combination (“Business Combination”) with
Warehouse Technologies LLC (“Symbotic”); (ii) June 3, 2022 as the date of the
extraordinary general meeting of SVF (the “Special Meeting”) to be held to
consider and approve the Business Combination and related proposals; and
(iii) April 25, 2022 as the record date for the determination of SVF
shareholders eligible to receive the final proxy statement/prospectus (the
“Final Proxy Statement/Prospectus”) and vote at the Special Meeting. A copy of
the press release is attached hereto as Exhibit 99.1.

The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01
and will not be deemed to be filed for purposes of Section 18 of the Securities
and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be
subject to the liabilities of that section, nor will it be deemed to be
incorporated by reference in any filing under the Securities Act of 1933, as
amended (the “Securities Act”), or the Exchange Act.



This communication contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 including, but not limited to,
SVF’s and Symbotic’s expectations or predictions of future financial or business
performance or conditions. Forward-looking statements are inherently subject to
risks, uncertainties and assumptions. Generally, statements that are not
historical facts, including statements concerning our possible or assumed future
actions, business strategies, events or results of operations, are
forward-looking statements. These statements may be preceded by, followed by or
include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,”
“may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or
“intends” or similar expressions. Such forward-looking statements involve risks
and uncertainties that may cause actual events, results or performance to differ
materially from those indicated by such statements. Certain of these risks are
identified and discussed in SVF’s Annual Report on Form 10-K filed with the U.S.
Securities and Exchange Commission (the “SEC”) on March 23, 2022 and the
Registration Statement. These risk factors will be important to consider in
determining future results and should be reviewed in their entirety. These
forward-looking statements are expressed in good faith, and SVF and Symbotic
believe there is a reasonable basis for them. However, there can be no assurance
that the events, results or trends identified in these forward-looking
statements will occur or be achieved. Forward-looking statements speak only as
of the date they are made, and neither SVF nor Symbotic is under any obligation,
and expressly disclaim any obligation, to update, alter or otherwise revise any
forward-looking statement, whether as a result of new information, future events
or otherwise, except as required by law. Readers should carefully review the
statements set forth in the reports, which SVF has filed or will file from time
to time with the SEC.

In addition to factors previously disclosed in SVF’s Annual Report on Form 10-K
filed with the SEC on March 23, 2022 and the Registration Statement, and those
identified elsewhere in this communication, the following factors, among others,
could cause actual results to differ materially from forward-looking statements
or historical performance: ability to meet the closing conditions to a business
combination between SVF and Symbotic (the “Business Combination”) pursuant to
that certain Agreement and Plan of Merger, dated December 12, 2021 (the “Merger
Agreement”), by and among SVF, Symbotic, Symbotic Holdings LLC and Saturn
Acquisition (DE) Corp., including approval by shareholders of SVF and
unitholders of Symbotic on the expected terms and schedule; delay in closing the
Business Combination; failure to realize the benefits expected from the proposed
transaction; the effects of pending and future legislation; risks related to
disruption of management time from ongoing business operations due to the
proposed transaction; business disruption following the transaction; risks
related to the impact of the COVID-19 pandemic on the financial condition and
results of operations of SVF and Symbotic; the occurrence of any event, change
or other circumstance that could give rise to the termination of the Merger
Agreement or the termination of any of certain subscription agreements entered
into by SVF with certain parties in connection with the Merger Agreement; the
amount of redemption requests made by SVF’s shareholders; the effect of the
announcement or pendency of the transaction on Symbotic’s business
relationships, performance, and business generally; the ability to meet NASDAQ
listing standards following the consummation of the Business Combination; the
amount of the costs, fees, expenses and other charges related to the
transaction; the ability of SVF to issue equity securities in connection with
the transaction; and other consequences associated with mergers, acquisitions
and divestitures and legislative and regulatory actions and reforms.


Any financial projections in this communication are forward-looking statements
that are based on assumptions that are inherently subject to significant
uncertainties and contingencies, many of which are beyond SVF’s and Symbotic’s
control. While all projections are necessarily speculative, SVF and Symbotic
believe that the preparation of prospective financial information involves
increasingly higher levels of uncertainty the further out the projection extends
from the date of preparation. The assumptions and estimates underlying the
projected results are inherently uncertain and are subject to a wide variety of
significant business, economic and competitive risks and uncertainties that
could cause actual results to differ materially from those contained in the
projections. The inclusion of projections in this communication should not be
regarded as an indication that SVF and Symbotic, or their representatives,
considered or consider the projections to be a reliable prediction of future

Annualized, pro forma, projected and estimated numbers are used for illustrative
purpose only, are not forecasts and may not reflect actual results.

This communication is not intended to be all-inclusive or to contain all the
information that a person may desire in considering an investment in SVF and is
not intended to form the basis of an investment decision in SVF. All subsequent
written and oral forward-looking statements concerning SVF and Symbotic, the
proposed transaction or other matters and attributable to SVF and Symbotic or
any person acting on their behalf are expressly qualified in their entirety by
the cautionary statements above.


This communication is being made in respect of the proposed Business Combination
involving SVF and Symbotic.

In connection with the proposed Business Combination, the Registration Statement
has been declared effective by the SEC, and SVF filed the Final Proxy
Statement/Prospectus on May 9, 2022. The Final Proxy Statement/Prospectus will
also be sent to the shareholders of SVF and unitholders of Symbotic, as of the
respective record dates for voting, seeking required shareholder or unitholder
approval. Before making any voting or investment decision, investors and
security holders of SVF and Symbotic are urged to carefully read the entire
Registration Statement and Final Proxy Statement/Prospectus and any other
relevant documents filed with the SEC, as well as any amendments or supplements
to these documents, because they will contain important information about the
proposed transaction. The documents filed by SVF with the SEC may be obtained
free of charge at the SEC’s website at In addition, the documents
filed by SVF may be obtained free of charge from SVF at Alternatively, these documents can be
obtained free of charge from SVF upon written request to SVF INVESTMENT CORP. 3,
1 Circle Star Way, San Carlos, California 94070, United States Attn: Secretary,
or by calling 650-562-8100.


SVF, Symbotic and certain of their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from the
shareholders of SVF, in favor of the approval of the Business Combination.
Additional information regarding the interests of those participants, the
directors and executive officers of Symbotic and other persons who may be deemed
participants in the transaction may be obtained by reading the Registration
Statement and the Final Proxy Statement/Prospectus and any other relevant
documents filed with the SEC when they become available. Free copies of these
documents may be obtained as described in the preceding paragraph.

This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of any securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such other jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit     Description

99.1          Press Release, dated May 10, 2022

104         Cover Page Interactive Data File (embedded within the Inline XBRL document)


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