Business Context and Reporting Period
This Form 8-K was filed by SVF Investment Corp. 3, a special purpose acquisition company, on November 30, 2021. The filing concerns previously issued financial statements for periods from the March 17, 2021 post-IPO balance sheet through the quarter ended September 30, 2021. Although the request identifies Symbotic Inc., the provided filing names SVF Investment Corp. 3 as the registrant.
Key Financial and Accounting Matters
- The company will restate its financial statements to classify all Class A ordinary shares subject to possible redemption as temporary equity rather than permanent equity, pursuant to ASC 480-10-S99.
- The company will also restate earnings per share, where applicable, to allocate income and loss pro rata between its two classes of shares.
- The filing does not provide revised revenue, net income, cash flow, margins, debt, liquidity, or per-share amounts.
- Management stated that the restatement will not affect the company’s cash position or cash held in the IPO trust account.
Material Changes Versus Prior Filings
Management and the audit committee concluded that the previously issued post-IPO balance sheet, quarterly financial statements for the periods ended March 31, June 30, and September 30, 2021, and the related audit report should no longer be relied upon. The company intends to amend the affected filings through Forms 10-Q/A.
Guidance, Risks, and Unusual Items
- The company identified a material weakness in internal control over financial reporting and concluded that its disclosure controls and procedures were ineffective during the affected periods.
- A remediation plan will be described in more detail in the Forms 10-Q/A.
- The company discussed the matters with Marcum LLP, its independent registered public accounting firm.
- Forward-looking statements address the anticipated impact of the restatement, the company’s cash and trust-account position, and proposed remediation measures. The filing cautions that actual outcomes may differ and disclaims an obligation to update such statements.
Investor Verification Items
- Verify the amended Forms 10-Q/A and the restated post-IPO balance sheet when filed.
- Review the corrected classification of redeemable shares and the revised earnings-per-share calculations.
- Assess the scope, cause, and remediation status of the material weakness.
- Confirm that the reported cash position and trust-account balance remain unchanged after the restatement.
- Confirm the registrant’s identity and relationship, if any, to Symbotic Inc., because the provided filing is for SVF Investment Corp. 3.