SYMBOTIC INC. Item 1.01 Entry into a Material Definitive Agreement
Registration Rights Agreement
On
Tax Receivable Agreement
On
Second A&R LLC Agreement
On
Indemnification Agreements
In connection with the completion of the Transactions,
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the "Introductory Note" above is incorporated into this Item 2.01 by reference.
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FORM 10 INFORMATION
Item 2.01(f) of Form 8-K states that if the registrant was a shell company, as the Company was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. As a result of the consummation of the Business Combination, and as discussed below in Item 5.06 of this Report, the Company has ceased to be a shell company. Accordingly, the Company is providing below the information that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.
Cautionary Note Regarding Forward-Looking Statements
This Report and the documents incorporated by reference herein include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements include, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Form 8-K, the words "could," "should," "will," "may," "believe," "anticipate," "intend," "estimate," "expect," "project," the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are based on management's current expectations and assumptions about future events and are based on currently available information as to the outcome . . .
Item 3.02 Unregistered Sales of
The disclosure set forth in the "Introductory Note-Forward Purchase;
In addition, pursuant to that certain loan agreement, dated
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On
The Company issued each of the foregoing securities under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act, as a transaction not requiring registration under Section 5 of the Securities Act.
Item 3.03 Material Modification to Rights of Security Holders.
Immediately prior to the consummation of the Business Combination, the Company
filed the Certificate of Incorporation with the Secretary of State of the
The disclosures set forth under the "Introductory Note," in Item 1.01 and in Item 2.01 of this Report are also incorporated herein by reference. Copies of the Certificate of Incorporation and the Bylaws are included as Exhibit 3.1 and 3.2, respectively, to this Report and are incorporated herein by reference.
Item 4.01 Changes in Registrant's Certifying Accountant.
(a) Dismissal of independent registered public accounting firm.
On
Marcum's report on SVF's, the Company's legal predecessor, financial statements
as of
The Company has provided Marcum with a copy of the foregoing disclosures and has
requested that Marcum furnish the Company with a letter addressed to the
(b) Disclosures regarding the new independent auditor.
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On
Item 5.01 Changes in Control of Registrant.
The disclosure set forth in the "Introductory Note" and in Item 2.01 of this Report is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Executive Officers and Directors
Upon the consummation of the Business Combination, and in accordance with the
terms of the Merger Agreement, each executive officer of SVF ceased serving in
such capacities, and
Effective as of the Closing,
Effective as of the Closing, each of Messrs. Pipilis and Govil resigned as the
Chairman and Chief Executive Officer and Chief Financial Officer, respectively.
Effective as of the Closing, the Board appointed
Reference is also made to the disclosure described in the Proxy
Statement/Prospectus in the section titled "Proposal No. 5-The Director Election
Proposal" beginning on page 126 and "Management of the
2022 Omnibus Incentive Award Plan
On
A description of the Incentive Plan is set forth in the section entitled "Proposal No. 8-The Incentive Compensation Plan Proposal" beginning on page 133 of the Proxy Statement/Prospectus, which is incorporated herein by reference. A . . .
Item 5.03 Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Immediately prior to the consummation of the Business Combination, SVF filed the
Certificate of Incorporation with the Secretary of State of the
Copies of the Certificate of Incorporation and the Bylaws are attached as Exhibit 3.1 and Exhibit 3.2 to this Report, respectively, and are incorporated herein by reference.
Before the consummation of the Business Combination, the Company's fiscal year
end was
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision
of the Code of Ethics.
In connection with the Business Combination, on
Item 5.06 Change in Shell Company Status.
As a result of the Transactions, the Company ceased being a shell company. Reference is made to the disclosure in the sections titled "Proposal No. 1-The Business Combination Proposal" beginning on page 111,
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"Proposal No. 2-The Domestication Proposal" beginning on page 112 and "The Business Combination" beginning on page 228 of the Proxy Statement/Prospectus, which are incorporated herein by reference. Further, the information set forth in the "Introductory Note" and under Item 2.01 of this Report is incorporated herein by reference.
Item 8.01 Other Events
On
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The unaudited consolidated financial statements of Warehouse as of
The audited, consolidated balance sheets of Warehouse as of
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of SVF and
Warehouse as of
(d) Exhibits:
Incorporated by Reference
Exhibit Description Form Exhibit Filing Date
2.1* Agreement and Plan of Merger, dated as of 8-K 2.1 12/13/2021
December 12, 2021, by and among SVF Investment
Corp. 3, Warehouse Technologies LLC, Symbotic
Holdings LLC and Saturn Acquisition (DE) Corp.
3.1 Certificate of Incorporation of Symbotic Inc.
3.2 Bylaws of Symbotic Inc.
4.1* Warrant to Purchase Common Units, dated as of
June 7, 2022, between Symbotic Holdings LLC and
Walmart Inc.
10.1* Amended and Restated Registration Rights
Agreement, dated as of June 7, 2022, by and
among Symbotic Inc., SVF Sponsor III (DE) LLC,
certain legacy directors of SVF Investment Corp.
3, and certain directors, officers and
stockholders of Symbotic Inc.
10.2 Tax Receivable Agreement, dated as of June 7,
2022, by and among Symbotic Inc., Symbotic
Holdings LLC and certain members of Symbotic
Holdings LLC.
10.3* Second Amended and Restated Limited Liability
Agreement of Symbotic Holdings LLC, dated as of
June 7, 2022.
10.4# Form of Indemnification Agreement, by and
between Symbotic Inc. and each of its directors
and executive officers.
10.5# Symbotic Inc. 2022 Omnibus Incentive
Compensation Plan.
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10.6# Form of Restricted Stock Unit Award Agreement
under the Symbotic Inc. 2022 Omnibus Incentive
Compensation Plan.
10.7# Form of Performance-Based Restricted Stock Unit
Award Agreement under the Symbotic Inc. 2022
Omnibus Incentive Compensation Plan.
10.8# Symbotic Inc. 2022 Employee Stock Purchase Plan.
10.9# Symbotic LLC / Warehouse Technologies, LLC 2012 S-4 10.26 3/23/2022
Value Appreciation Plan.
10.10# Symbotic LLC / Symbotic Canada ULC / Warehouse S-4 10.27 3/23/2022
Technologies LLC Amended and Restated 2018 Long
Term Incentive Plan
10.11# Offer Letter, dated as of March 24, 2022, by and S-4 10.28 4/22/2022
between Symbotic LLC and Michael J. Loparco
10.12 Forward Purchase Agreement, dated March 8, 2021, 8-K 10.6 3/12/2021
by and between SVF Investment Corp. 3 and SVF II
SPAC Investment 3 (DE) LLC
10.13 Form of Subscription Agreement. 8-K 10.1 12/13/2022
10.14 Sponsor Letter Agreement, dated December 12, 8-K 10.3 12/13/2022
2021, by and among SVF Investment Corp. 3,
Warehouse Technologies LLC, SVF Sponsor III (DE)
LLC and certain directors and officers of SVF
Investment Corp. 3
10.15* Unit Purchase Agreement, dated December 12, 2021, 8-K 10.5 12/13/2022
by and among SVF Investment Corp. 3, Warehouse
Technologies LLC, Symbotic Holdings LLC, RJJRP
Holdings, Inc., RBC 2021 4 Year GRAT 4 (U/A
March 31, 2021) and RBC Millennium Trust (U/A
June 19, 2000)
10.16*++ Second Amended and Restated Master Automation S-4 10.32 5/23/2022
Agreement, dated as of May 20, 2022, by and among
Walmart Inc., Symbotic LLC and Warehouse
Technologies LLC
10.17# Offer Letter, dated as of April 21, 2017, by and
between Symbotic LLC and Michael Dunn
10.18# Offer Letter, dated as of September 1, 2020, by
and between Symbotic LLC and Thomas Ernst
14.1 Code of Business Conduct and Ethics of Symbotic
Inc.
16.1 Letter from Marcum LLP to the Securities and
Exchange Commission.
21.1 List of Subsidiaries of Symbotic Inc.
99.1 Unaudited Pro Forma Financial Statements.
99.2 Press Release, dated June 7, 2022.
104 Cover Page Interactive Data File (embedded within
the Inline XBRL document)
* Certain of the exhibits and schedules to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to
furnish a copy of all omitted exhibits and schedules to the
request.
++ Certain confidential information contained in this document, marked by
brackets and asterisks, has been omitted pursuant to Item 601(b)(10)(iv) of
Regulation S-K, because the Company customarily and actually treats such
information as private or confidential and the omitted information is not
material.
# Indicates management contract or compensatory arrangement
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