Symbotic LLC executed term sheet to acquire SVF Investment Corp. 3 (NasdaqCM:SVFC) from SVF Sponsor III (DE) LLC, SVFII SPAC Investment 3 (DE) LLC and others in a reverse merger transaction on August 2, 2021. Symbotic LLC entered into a definitive merger agreement to acquire SVF Investment Corp. 3 (NasdaqCM:SVFC) from SVF Sponsor III (DE) LLC, Saba Capital Management, L.P. and others in a reverse merger transaction on December 12, 2021. The transaction values Symbotic at a pro forma enterprise value of $4.8 billion, and a pro forma equity value of approximately $5.5 billion. The transaction is expected to deliver up to $725 million of primary gross proceeds, consisting of $320 million of cash in trust from SVFC, assuming no public shareholders of SVFC exercise their redemption rights, a $205 million common equity PIPE at a $10.00 per share entry price, including a $150 million PIPE participation from Walmart, and a $200 million forward purchase of common equity at $10.00 per share by an affiliate of SoftBank Vision Fund 2. The minimum cash of the transaction is fully covered by the $405 million of committed equity capital that Symbotic and SVFC have raised, reducing potential transaction uncertainty. Symbotic also expects to receive an additional $174 million in cash from Walmart by the end of December to be used for general corporate purposes as a result of Walmart gross exercising warrants it holds in the Company. The proceeds of the transaction will enable Symbotic to accelerate its growth plans, provide Symbotic with the flexibility to continue innovating to streamline its customers' supply chains, and to efficiently deliver on its contracted backlog while achieving its growth targets. At closing, assuming no public shareholders of SVFC exercise their redemption rights, existing Symbotic equity holders are expected to own 88% of the combined business, with Symbotic Chairman and Chief Executive Officer, Rick Cohen retaining 76% ownership, Walmart retaining 9% and other holders retaining 3%. New investors will own 12%, with SPAC public shareholders owning 6%, the SVFC sponsor and its affiliates owning 5% and other PIPE investors owning 1%. Symbotic's Chief Executive Officer and Chief Financial Officer will be subject to a one-year lock-up period post-closing. The combination with SVF Investment Corp. is expected to make Symbotic a public company listed on Nasdaq. The combined company will operate under the “Symbotic Inc.” name and will trade on Nasdaq under the ticker symbol “SYM.” In case of termination of agreement, SVF shall be entitled to receive a reimbursement fee in the amount of $2 million. At closing, Symbotic is expected to form a seven-member board of directors including executives from some of the world's largest retailers and technology leaders.

The transaction is subject to approval by SVFC stockholders; the receipt of the requisite approval of the equityholders of Symbotic; the effectiveness of the Registration Statement under the Securities Act of 1933, as amended; the absence of any governmental order, law, statute, rule or regulation enjoining or prohibiting the consummation of the transaction; the consummation of Private Placements (of at least $50 million); SVF having at least $5,000,001 of net tangible assets after giving effect to the Redemption Offer; and the effectiveness of the company reorganization; the listing on NASDAQ of the applicable shares of Surviving Pubco Class A Common Stock and such shares being eligible for continued listing on NASDAQ immediately following the closing; the effective resignations of certain directors and officers of SVFC; the amount of Closing SVF Cash being equal to or exceeding $350 million; (v) the consummation of the transactions contemplated by the Forward Purchase Agreement and other customary conditions. The transaction was unanimously approved by the Board of Directors of SVFC and the Board of Managers of Symbotic, which resolved to recommend that SVFC shareholders and Symbotic equity holders approve the agreement. As of May 10, 2022, the U.S. Securities and Exchange Commission has declared effective its Registration Statement on Form S-4. As of May 23, 2022, the shareholders meeting of SVF is scheduled on June 3, 2022. On June 3, 2022, SVFC shareholders approved the transaction. The completion of the merger is expected in the first half of 2022.

Goldman Sachs & Co. LLC is serving as exclusive financial advisor and Robert W. Downes, George Sampas, Robert W. Reeder, Isaac J. Wheeler, Jeannette E. Bander, Mehdi Ansari, Eric H. Queen, Bradley P. Smith, Christopher L. Mann, Eric J. Kadel, Matthew J. Brennan and Matthew B. Goodman of Sullivan & Cromwell LLP are serving as legal advisors to Symbotic. Deutsche Bank Securities is serving as exclusive financial advisor as well as capital markets advisor and David Huntington, Ari Nishitani, David Curtiss, Jason Tyler, Robert Holo, Lindsay Parks, Jarrett Hoffman, Lawrence Witdorchic, Claudine Meredith-Goujon, Michael Kurzer, Peter Fisch, Christopher Boehning, Mark Mendelsohn, Peter Jaffe, Steven Herzog, Rachel Fiorill, Yuni Sobel, Richard Elliott, William O'Brien, Jeffrey D. Marell and Austin Pollet of Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal advisor to SVFC. SVFC has hired Morrow Sodali to assist in the proxy solicitation process. SVFC will pay Morrow Sodali a fee of $37,500 plus disbursements. Continental Stock Transfer & Trust Company acted as transfer agent for SVFC.