☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Cayman Islands
|
001-40175
|
98-1572401
|
||
(State or other jurisdiction of
incorporation or organization)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
1 Circle Star Way
San Carlos, California
|
94070
|
|
(Address Of Principal Executive Offices)
|
(Zip Code)
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Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
||
Class A ordinary shares, par value $0.0001 per share
|
SVFC
|
Nasdaq
|
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated
filer
|
☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
Page
|
||||||
Item 1.
|
1 | |||||
1 | ||||||
2 | ||||||
3 | ||||||
4 | ||||||
5 | ||||||
Item 2.
|
16 | |||||
Item 3.
|
20 | |||||
Item 4.
|
21 | |||||
Item 1.
|
21 | |||||
Item 1A.
|
21 | |||||
Item 2.
|
21 | |||||
Item 3.
|
21 | |||||
Item 4.
|
22 | |||||
Item 5.
|
22 | |||||
Item 6.
|
22 |
Item 1.
|
Condensed Financial Statements
|
June 30, 2021
|
December 31, 2020
|
|||||||
(Unaudited)
|
||||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash
|
$ | 2,707,252 | $ | — | ||||
Prepaid expenses
|
1,287,697 | 6,154 | ||||||
|
|
|
|
|||||
Total current assets
|
3,994,949 | 6,154 | ||||||
Investments held in Trust Account
|
320,005,932 | — | ||||||
Deferred offering costs associated with the initial public offering
|
— | 126,750 | ||||||
|
|
|
|
|||||
Total Assets
|
$
|
324,000,881
|
|
$
|
132,904
|
|
||
|
|
|
|
|||||
Liabilities and Shareholders’ Equity (Deficit)
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 52,604 | $ | 9,000 | ||||
Accrued expenses
|
2,549,703 | 100,000 | ||||||
Due to related party
|
300,130 | — | ||||||
Note payable - related party
|
— | 17,750 | ||||||
|
|
|
|
|||||
Total current liabilities
|
2,902,437 | 126,750 | ||||||
Deferred underwriting commissions
|
11,200,000 | — | ||||||
|
|
|
|
|||||
Total liabilities
|
14,102,437 | 126,750 | ||||||
Commitments and Contingencies
|
||||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 32,000,000 and
-0-
|
320,000,000 | — | ||||||
Shareholders’ Equity (Deficit)
|
||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
— | — | ||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 1,040,000 and
-0-
|
104 | — | ||||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,000,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020
|
800 | 800 | ||||||
Additional
paid-in
capital
|
— | 24,200 | ||||||
Accumulated deficit
|
(10,102,460 | ) | (18,846 | ) | ||||
|
|
|
|
|||||
Total shareholders’ equity (deficit)
|
(10,101,556 | ) | 6,154 | |||||
|
|
|
|
|||||
Total Liabilities and Shareholders’ Equity (Deficit)
|
$
|
324,000,881
|
|
$
|
132,904
|
|
||
|
|
|
|
For the Three
Months Ended
June 30, 2021 |
For the Six
Months Ended June 30, 2021 |
|||||||
General and administrative expenses
|
$ | 2,493,735 | $ | 3,002,001 | ||||
General and administrative expenses - related party
|
23,274 | 40,000 | ||||||
|
|
|
|
|||||
Loss from operations
|
(2,517,009 | ) | (3,042,001 | ) | ||||
Other income
|
||||||||
Income from investments held in Trust Account
|
4,863 | 5,932 | ||||||
|
|
|
|
|||||
Net loss
|
$ | (2,512,146 | ) | $ | (3,036,069 | ) | ||
|
|
|
|
|||||
Basic and diluted weighted average shares outstanding of Class A ordinary shares subject to possible redemption
|
32,000,000 | 32,000,000 | ||||||
|
|
|
|
|||||
Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption
|
$ | 0.00 | $ | 0.00 | ||||
|
|
|
|
|||||
Basic and diluted weighted average shares outstanding of
non-redeemable
ordinary shares
|
9,040,000 | 8,262,320 | ||||||
|
|
|
|
|||||
Basic and diluted net loss per ordinary share,
non-redeemable
ordinary shares
|
$ | (0.28 | ) | $ | (0.37 | ) | ||
|
|
|
|
Ordinary Shares
|
Additional
|
Total
|
||||||||||||||||||||||||||
Class A
|
Class B
|
Paid-in
|
Accumulated
|
Shareholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Equity (Deficit)
|
||||||||||||||||||||||
Balance - December 31, 2020
|
|
—
|
|
$
|
—
|
|
|
8,000,000
|
|
$
|
800
|
|
$
|
24,200
|
|
$
|
(18,846
|
)
|
$
|
6,154
|
|
|||||||
Sale of Class A ordinary shares in initial public offering, gross
|
32,000,000 | 3,200 | — | — | 319,996,800 | — | 320,000,000 | |||||||||||||||||||||
Offering costs
|
— | — | — | — | (17,471,641 | ) | — | (17,471,641 | ) | |||||||||||||||||||
Sale of private placement shares to Sponsor in private placement
|
1,040,000 | 104 | — | — | 10,399,896 | — | 10,400,000 | |||||||||||||||||||||
Shares subject to possible redemption
|
(30,741,058 | ) | (3,074 | ) | — | — | (307,407,506 | ) | — | (307,410,580 | ) | |||||||||||||||||
Net loss
|
— | — | — | — | — | (523,923 | ) | (523,923 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - March 31, 2021 (unaudited)
|
|
2,298,942
|
|
|
230
|
|
|
8,000,000
|
|
|
800
|
|
|
5,541,749
|
|
|
(542,769
|
)
|
|
5,000,010
|
|
|||||||
Accretion of Class A ordinary shares subject to redemption
|
(1,258,942 | ) | (126 | ) | — | — | (5,541,749 | ) | (7,047,545 | ) | (12,589,420 | ) | ||||||||||||||||
Net loss
|
— | — | — | — | — | (2,512,146 | ) | (2,512,146 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance - June 30, 2021 (unaudited)
|
|
1,040,000
|
|
$
|
104
|
|
|
8,000,000
|
|
$
|
800
|
|
$
|
—
|
|
$
|
(10,102,460
|
)
|
$
|
(10,101,556
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities:
|
||||
Net loss
|
$ | (3,036,069 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||
Income from investments held in Trust Account
|
(5,932 | ) | ||
General and administrative expenses paid by related party under note payable
|
44,617 | |||
Changes in operating assets and liabilities:
|
||||
Prepaid expenses
|
(1,261,943 | ) | ||
Accounts payable
|
46,125 | |||
Accrued expenses
|
2,476,136 | |||
Due to related party
|
248,630 | |||
|
|
|||
Net cash used in operating activities
|
(1,488,436 | ) | ||
|
|
|||
Cash Flows from Investing Activities:
|
||||
Cash deposited in Trust Account
|
(320,000,000 | ) | ||
|
|
|||
Net cash used in investing activities
|
(320,000,000 | ) | ||
|
|
|||
Cash Flows from Financing Activities:
|
||||
Repayment of note payable to related party
|
(413,562 | ) | ||
Proceeds received from initial public offering, gross
|
320,000,000 | |||
Proceeds received from private placement
|
10,400,000 | |||
Offering costs paid
|
(5,790,750 | ) | ||
|
|
|||
Net cash provided by financing activities
|
324,195,688 | |||
|
|
|||
Net increase in cash
|
2,707,252 | |||
Cash - beginning of the period
|
— | |||
|
|
|||
Cash - end of the period
|
$
|
2,707,252
|
|
|
|
|
|||
Supplemental disclosure of noncash investing and financing activities:
|
||||
Offering costs included in accounts payable
|
$ | 6,479 | ||
Offering costs included in accrued expenses
|
$ | 73,567 | ||
Offering costs paid by related party under note payable
|
$ | 322,595 | ||
Offering costs included in due to related party
|
$ | 51,500 | ||
Reversal of offering costs included in accrued expenses in prior year
|
$ | 100,000 | ||
Prepaid expenses paid by related party through note payable
|
$ | 19,600 | ||
Outstanding accounts payable balance paid by related party under note payable
|
$ | 9,000 | ||
Deferred underwriting commissions
|
$ | 11,200,000 |
• |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
|
• |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
• |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
As of June 30, 2021
|
||||
Initial carrying value of the Class A ordinary shares subject to redemption at March 31, 2021
|
$
|
307,410,580 | ||
Plus:
|
||||
Accretion of carrying value to redemption value
|
12,589,420 | |||
|
|
|||
Class A ordinary shares subject to possible redemption
|
$ | 320,000,000 | ||
|
|
For the Three Months Ended
June 30, 2021
|
For the Six Months Ended
June 30, 2021
|
|||||||
Class A ordinary shares subject to possible redemption
|
||||||||
Numerator: Earnings allocable to ordinary shares subject to possible redemption
|
||||||||
Income from investments held in Trust Account
|
$ | 4,863 | $ | 5,932 | ||||
Less: Company’s portion available to be withdrawn to pay taxes
|
— | — | ||||||
|
|
|
|
|||||
Net income attributable to Class A ordinary shares subject to possible redemption
|
$
|
4,863
|
|
$
|
5,932
|
|
||
|
|
|
|
|||||
Denominator: Weighted average Class A ordinary shares subject to possible redemption
|
||||||||
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption
|
|
32,000,000
|
|
|
32,000,000
|
|
||
|
|
|
|
|||||
Basic and diluted net income per ordinary share, Class A ordinary shares subject to possible redemption
|
$
|
0.00
|
|
$
|
0.00
|
|
||
|
|
|
|
|||||
Non-redeemable
ordinary shares
|
||||||||
Numerator: Net Loss minus Net Earnings
|
||||||||
Net loss
|
$ | (2,512,146 | ) | $ | (3,036,069 | ) | ||
Net income allocable to Class A ordinary shares subject to possible redemption
|
4,863 | 5,932 | ||||||
|
|
|
|
|||||
Non-redeemable
net loss
|
$
|
(2,517,009
|
)
|
$
|
(3,042,001
|
)
|
||
|
|
|
|
|||||
Denominator: weighted average
non-redeemable
ordinary shares
|
||||||||
Basic and diluted weighted average shares outstanding,
non-redeemable
ordinary shares
|
|
9,040,000
|
|
|
8,262,320
|
|
||
|
|
|
|
|||||
Basic and diluted net loss per ordinary share,
non-redeemable
ordinary shares
|
$
|
(0.28
|
)
|
$
|
(0.37
|
)
|
||
|
|
|
|
Description
|
Quoted
Prices
in Active
Markets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|||||||||
Investments held in Trust Account
|
$ | 320,005,932 | — | — |
As of March 31, 2021 (in USD)
|
|
|
|
As Reported
|
|
|
Revision
|
|
|
If Revised
|
|
|||||
Total assets
|
|
|
|
324,159,830
|
|
|
|
|
|
|
324,159,830
|
|
||||
Total liabilities
|
|
|
|
11,749,240
|
|
|
|
|
|
|
11,749,240
|
|
||||
Class A ordinary shares subject to possible redemption
|
|
|
|
|
307,410,580
|
|
|
|
12,589,420
|
|
|
|
320,000,000
|
|
||
Total shareholders’ equity
|
|
|
|
|
5,000,010
|
|
|
|
(12,589,420
|
) |
|
|
(7,589,410
|
) |
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Item 3.
|
Defaults upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures.
|
Item 5.
|
Other Information.
|
Item 6.
|
Exhibits.
|
*
|
These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
|
Dated: August 10, 2021 |
SVF INVESTMENT CORP. 3
|
|||||
By: |
/s/ Ioannis Pipilis
|
|||||
Name: | Ioannis Pipilis | |||||
Title: | Chief Executive Officer |
Exhibit 10.1
Loan agreement
Dated 10 August 2021
between
SVF INVESTMENT CORP. 3
as Borrower
and
SVF SPONSOR III (DE) LLC
as Lender
THIS AGREEMENT is dated 10 August 2021 and made between:
(1) |
SVF Investment Corp. 3, a Cayman Islands exempted company and blank check company and having its registered address at Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands (the Borrower); and |
(2) |
SVF Sponsor III (DE) LLC, a Delaware limited liability company and having its registered address at c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19809, U.S. (the Lender). |
IT IS AGREED as follows:
1. |
DEFINITIONS AND INTERPRETATION |
1.1 |
Definitions |
In this Agreement:
Available Commitment means the Commitment minus:
(a) |
the amount of the Lenders participation in any outstanding Loans; and |
(b) |
in relation to any proposed utilisation of the Facility, the amount of the Lenders participation in any Loans that are due to be made on or before that proposed utilisation date. |
Business Day means a day (other than Saturday or Sunday) on which banks are open for general business in the Cayman Islands, in the State of Delaware and in the State of New York.
Commitment means
(a) |
U.S.$2,000,000 at the date of this Agreement; or |
(b) |
any other higher amount agreed in writing between the Parties from time to time, |
to the extent not cancelled or reduced under this Agreement.
Event of Default has the meaning given to it in Clause 10 (Events of Default).
Facility means the loan facility made available under this Agreement as described in Clause 2 (The Facility).
Loan means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.
Party means a party to this Agreement.
Termination Date means:
(a) |
the date on which the Borrower consummates a business combination; or |
(b) |
the date specified in the written notice given by the Lender to the Borrower in accordance with Clause 8 (Share conversion). |
1
1.2 |
Construction |
(a) |
Unless a contrary indication appears, any reference in this Agreement to: |
(i) |
the Borrower, the Lender or any Party shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under this Agreement; |
(ii) |
this Agreement or any other agreement or instrument is a reference to this Agreement or that other agreement or instrument as amended, novated, supplemented, extended, restated (however fundamentally and whether or not more onerously) or replaced and includes any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under this Agreement or that other agreement or instrument; |
(iii) |
a person includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality); |
(iv) |
a provision of law is a reference to that provision as amended or re-enacted; and |
(v) |
a time of day is a reference to New York time. |
2. |
THE FACILITY |
(a) |
Subject to the terms of this Agreement, the Lender makes available to the Borrower a loan facility in an aggregate amount equal to the Commitment. |
(b) |
Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Borrower, be obligated personally for any obligations or liabilities of the Borrower pursuant to this Agreement. |
3. |
PURPOSE |
The Borrower shall apply all amounts borrowed by it under the Facility to finance transaction costs in connection with a business combination.
4. |
CONDITIONS OF UTILISATION |
The Lender will only be obliged to make a Loan available if:
(a) |
the Borrower gives the Lender not less than five Business Days prior notice (or such other period as the Lender may agree) specifying the amount of the proposed Loan, the account to which the proposed Loan is to be paid and the Business Day on which the proposed Loan is to be advanced; and |
(b) |
the Lender agrees to make the Loan available. |
5. |
REPAYMENT, PREPAYMENT AND CANCELLATION |
(a) |
The Borrower shall repay the Loans within five Business Days of the date specified in the Lenders demand, provided that the Lender shall only issue the demand on or after the Termination Date. |
(b) |
The Borrower may, if it gives the Lender not less than five Business Days prior notice (or such other period as the Lender may agree), prepay the whole or any part of any Loan (together with all interest accrued on it). |
2
(c) |
The Borrower may not reborrow any part of the Facility which is repaid or prepaid. |
(d) |
The Borrower may, if it gives the Lender not less than five Business Days prior notice (or such other period as the Lender may agree), cancel the whole or any part of the Facility. |
6. |
INTEREST |
No interest shall accrue on any Loan.
7. |
PAYMENTS |
Subject to Clause 8 (Share conversion) below:
(a) |
All payments to be made by the Borrower under this Agreement shall be made: |
(i) |
in full without any set-off or counterclaim; and |
(ii) |
to such account as the Lender may notify the Borrower from time to time. |
(b) |
If the Borrower fails to pay any amount payable under this Agreement when due, it shall indemnify the Lender on demand against any cost, loss, expense or liability (including, without limitation, legal fees) reasonably sustained or incurred by the Lender as a result of such failure. |
(c) |
Any payment under this Agreement which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not). |
8. |
SHARE CONVERSION |
Notwithstanding any other provision of this Agreement, at the Lenders sole discretion and with prior notice in writing to the Borrower, up to $2,000,000 of the Borrowers aggregate liability to repay the principal amount outstanding under the Facility to the Lender shall be converted into validly issued and fully-paid shares of the post-business combination entity at a price of $10.00 per share. The issued shares shall have the same terms as the private placement shares issued by the Borrower in all respects.
9. |
TRUST WAIVER |
Notwithstanding any other provision of this Agreement, unless the Borrower consummates a business combination, the Lender hereby waives any and all right, title, interest or claim of any kind (Claim) in or to any distribution of or from the trust account (the Trust Account) in which the proceeds of the initial public offering (the IPO) conducted by the Borrower (including the deferred underwriters discounts and commissions) and certain of the proceeds of the sale of shares to be issued in a private placement to occur in connection with the closing of the IPO were deposited, as described in greater detail in the registration statement and prospectus filed with the U.S. Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
10. |
EVENTS OF DEFAULT |
Each of the following shall constitute an event of default (each, an Event of Default):
(a) |
Failure to Make Required Payments. Failure by the Borrower to pay the principal amount due pursuant to this Agreement within five Business Days of the date specified in the Lenders demand. |
3
(b) |
Voluntary Bankruptcy, Etc. Failure by the Borrower to pay the principal amount due pursuant to this Agreement within five Business Days of the date specified in the Lenders demand following the commencement by the Borrower of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Borrower or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of the Borrower generally to pay its debts as such debts become due, or the taking of corporate action by the Borrower in furtherance of any of the foregoing. |
(c) |
Involuntary Bankruptcy, Etc. Failure by the Borrower to pay the principal amount due pursuant to this Agreement within five Business Days of the date specified in the Lenders demand following the entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Borrower in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Borrower or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days. |
11. |
REMEDIES |
(a) |
Upon the occurrence of an Event of Default specified in paragraph (a) of Clause 10 (Events of Default), the Lender may, by written notice to the Borrower: |
(i) |
declare all of the Loans to be due immediately and payable, whereupon they shall become immediately due and payable; and |
(ii) |
cancel the Available Commitment, whereupon the Available Commitment shall immediately be cancelled and the Facility shall immediately cease to be available for further utilisation, |
without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) |
Upon the occurrence of an Event of Default specified in paragraphs (b) and (c) of Clause 10 (Events of Default): |
(i) |
declare all of the Loans to be due immediately and payable, whereupon they shall become immediately due and payable; and |
(ii) |
cancel the Available Commitment, whereupon the Available Commitment shall immediately be cancelled and the Facility shall immediately cease to be available for further utilisation, |
in all cases without any action on the part of the Lender.
4
(c) |
Waivers. The Borrower and all endorsers and guarantors of, and sureties for, this Agreement waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to this Agreement, all errors, defects and imperfections in any proceedings instituted by Lender under the terms of this Agreement, and all benefits that might accrue to the Borrower by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment, and the Borrower agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Lender. |
(d) |
Unconditional Liability. The Borrower hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of any payment due under this Agreement, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Lender, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Lender with respect to any payment due under, or other provisions of, this Agreement, and agrees that additional borrowers, endorsers, guarantors, or sureties may become parties hereto without notice to the Borrower or affecting Borrowers liability hereunder. |
12. |
CHANGES TO THE PARTIES |
(a) |
The Borrower may not assign any of its rights or obligations under this Agreement at any time without the prior written consent of the Lender. |
(b) |
The Lender may not assign any of its rights or obligations under this Agreement at any time without the prior written consent of the Borrower. |
13. |
NOTICES |
(a) |
Each communication to be made under this Agreement shall be made in writing and, unless otherwise stated, may be made by electronic mail or letter. |
(b) |
Any communication or document to be made or delivered to a party under this Agreement shall be made or delivered to its registered office (or any e-mail address or substitute address as may be notified by it to the other parties) and will only be effective: |
(i) |
if by way of electronic mail, at the time it left the e-mail gateway of the server of the notice, provided that any notice sent by electronic mail after 17.00 hours on a Business Day or at any time on any day which is not a Business Day shall be deemed to have been received at 08.00 on the next Business Day; or |
(ii) |
if by way of letter, when left at that relevant address or two Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address. |
14. |
CERTIFICATES |
A certificate from a Lender as to the amount at any time due from the Borrower to the Lender under this Agreement shall, in the absence of manifest error, be conclusive.
5
15. |
AMENDMENTS AND WAIVERS |
No term of this Agreement may be amended or waived without the prior written consent of both Parties.
16. |
SEVERABILITY |
Any provision contained in this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
17. |
COUNTERPARTS |
This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
18. |
GOVERNING LAW |
This Agreement shall be governed by and shall be construed in accordance with the laws of the State of New York (without regard to the conflict of law provisions thereof) and the obligations, rights and remedies of the Parties hereunder shall be determined in accordance with such laws.
19. |
ENFORCEMENT |
Each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York with respect to any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement).
This Agreement has been entered into on the date stated at the beginning of this Agreement.
6
SIGNATURES
The Borrower | ||||||
By: | ||||||
EXECUTED and DELIVERED | ) | |||||
for and on behalf of | ) | /s/ Ioannis Pipilis | ||||
SVF Investment Corp. 3 | ) | |||||
and signed by | ) |
|
||||
Name: | Ioannis Pipilis | |||||
Title: | Chief Executive Officer |
The Lender | ||||||
By: | ||||||
EXECUTED and DELIVERED | ) | |||||
for and on behalf of | ) | |||||
SVF Sponsor III (DE) LLC | ) | /s/ Kokoro Motegi | ||||
and signed by | ) |
|
||||
Name: | Kokoro Motegi | |||||
Title: | Manager |
7
EXHIBIT 31.1
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ioannis Pipilis, certify that:
1. |
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 of SVF Investment Corp. 3.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. |
[Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313]; |
c. |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. |
The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting. |
Date: August 10, 2021 | By: |
/s/ Ioannis Pipilis |
||||
Ioannis Pipilis | ||||||
Chief Executive Officer and Chairman of the Board of Directors | ||||||
(Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Navneet Govil, certify that:
1. |
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 of SVF Investment Corp. 3; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. |
[Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313]; |
c. |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. |
The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls over financial reporting. |
Date: August 10, 2021 | By: |
/s/ Navneet Govil |
||||
Navneet Govil | ||||||
Chief Financial Officer and Director | ||||||
(Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of SVF Investment Corp. 3 (the Company) on Form 10-Q for the quarter ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Ioannis Pipilis, Chief Executive Officer and Chairman of the Board of Directors, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) |
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 10, 2021
/s/ Ioannis Pipilis |
||
Name: | Ioannis Pipilis | |
Title: | Chief Executive Officer and Chairman of the Board of Directors | |
(Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of SVF Investment Corp. 3 (the Company) on Form 10-Q for the quarter ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Navneet Govil, Chief Financial Officer and Director, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) |
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 10, 2021
/s/ Navneet Govil |
||
Name: | Navneet Govil | |
Title: | Chief Financial Officer and Director | |
(Principal Financial and Accounting Officer) |