Filing Details

Accession Number:
0001140361-23-035969
Form Type:
13D Filing
Publication Date:
2023-07-24 20:00:00
Filed By:
Softbank Group Corp.
Company:
Symbotic Inc.
Filing Date:
2023-07-25
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
SVF II SPAC Investment 0 20,000,000 0 20,000,000 20,000,000 32.5%
SVF II Holdings (DE) 0 20,000,000 0 20,000,000 20,000,000 32.5%
SVF II Aggregator (Jersey) 0 20,000,000 0 20,000,000 20,000,000 32.5%
SoftBank Vision Fund II 0 20,000,000 0 20,000,000 20,000,000 32.5%
SB Global Advisers Limited 0 20,000,000 0 20,000,000 20,000,000 32.5%
SB Northstar 0 2,000,000 0 2,000,000 2,000,000 3.3%
SB Northstar GP 0 2,000,000 0 2,000,000 2,000,000 3.3%
SVF II Strategic Investments AIV 0 17,825,312 0 17,825,312 17,825,312 29.0%
Sunlight Investment Corp 0 0 0 0 0 0%
SoftBank Group Corp 0 39,825,312 0 39,825,312 39,825,312 64.8%
Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
Symbotic Inc.
(Name of Issuer)
 
Class A Common Stock
(Title of Class of Securities)
 
87151X101
(CUSIP Number)
 
SB Global Advisers Limited
Attn: Stephen Lam
69 Grosvenor St
Mayfair, London W1K 3JP
+44 0207 629 0431
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
July 23, 2023
(Date of Event Which Requires Filing of This Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☐

*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

CUSIP No. 87151X101
13D
Page 1 of 17 pages
1
NAMES OF REPORTING PERSONS
 
 
SVF II SPAC Investment 3 (DE) LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
20,000,000
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
20,000,000
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
20,000,000
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
32.5%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
CUSIP No. 87151X101
13D
Page 2 of 17 pages
1
NAMES OF REPORTING PERSONS
 
 
SVF II Holdings (DE) LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
20,000,000
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
20,000,000
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
20,000,000
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
32.5%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

CUSIP No. 87151X101
13D
Page 3 of 17 pages
1
NAMES OF REPORTING PERSONS
 
 
SVF II Aggregator (Jersey) L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Jersey
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
20,000,000
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
20,000,000
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
20,000,000
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
32.5%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

CUSIP No. 87151X101
13D
Page 4 of 17 pages
1
NAMES OF REPORTING PERSONS
 
 
SoftBank Vision Fund II-2 L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Jersey
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
20,000,000
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
20,000,000
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
20,000,000
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
32.5%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

CUSIP No. 87151X101
13D
Page 5 of 17 pages
1
NAMES OF REPORTING PERSONS
 
 
SB Global Advisers Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
England and Wales
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
20,000,000
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
20,000,000
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
20,000,000
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
32.5%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

CUSIP No. 87151X101
13D
Page 6 of 17 pages
1
NAMES OF REPORTING PERSONS
 
 
SB Northstar LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
2,000,000
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,000,000
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,000,000
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
3.3%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

CUSIP No. 87151X101
13D
Page 7 of 17 pages
1
NAMES OF REPORTING PERSONS
 
 
SB Northstar GP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
2,000,000
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,000,000
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,000,000
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
3.3%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

CUSIP No. 87151X101
13D
Page 8 of 17 pages
1
NAMES OF REPORTING PERSONS
 
 
SVF II Strategic Investments AIV LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
17,825,312
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
17,825,312
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
17,825,312
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
29.0%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

CUSIP No. 87151X101
13D
Page 9 of 17 pages
1
NAMES OF REPORTING PERSONS
 
 
Sunlight Investment Corp.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
0
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

CUSIP No. 87151X101
13D
Page 10 of 17 pages
1
NAMES OF REPORTING PERSONS
 
 
SoftBank Group Corp.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Japan
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
39,825,312
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
39,825,312
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
39,825,312
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
64.8%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

CUSIP No. 87151X101
13D
Page 11 of 17 pages
EXPLANATORY NOTE

This Amendment No. 2 (this “Schedule 13D Amendment”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on June 17, 2022, as amended by Amendment No. 1 filed with the SEC on April 11, 2023 (as amended by this Schedule 13D Amendment, the “Schedule 13D”) is being filed on behalf of SVF II SPAC Investment 3 (DE) LLC, SVF II Holdings (DE) LLC, SVF II Aggregator (Jersey) L.P., SoftBank Vision Fund II-2 L.P., SB Global Advisers Limited (“SBGA”), SB Northstar LP, SB Northstar GP, SVF II Strategic Investments AIV LLC (“SSI AIV”), Sunlight Investment Corp. and SoftBank Group Corp. (“SoftBank” and together with SVF II SPAC Investment 3 (DE) LLC, SVF II Holdings (DE) LLC, SVF II Aggregator (Jersey) L.P., SoftBank Vision Fund II-2 L.P., SBGA, SB Northstar LP, SB Northstar GP, SSI AIV and Sunlight Investment Corp., the “Reporting Persons”), with respect to the shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Symbotic Inc., a Delaware corporation (the “Issuer”).
 
The Reporting Persons are filing this Amendment No. 2 in connection with the execution of the Framework Agreement, the JV Agreement, the MSLEA, the Stock Purchase Agreement, and the Warrant (each as defined below) (collectively, the “Transaction Documents”) and the related transactions described in Item 4 below.
 
Other than as set forth below, all Items in the Schedule 13D are materially unchanged. Capitalized terms used in this Schedule 13D Amendment which are not defined herein have the meanings given to them in the Schedule 13D.
 
Item 2.
Identity and Background
 
Item 2 of the Schedule 13D is hereby amended such that all references to Schedule A contained within the Schedule 13D shall refer to Schedule A included with this Schedule 13D Amendment.
 
Item 2 of the Schedule 13D is amended and supplemented to include the following:
 
(a)-(f) Each of SSI AIV and Sunlight Investment Corp. is organized under the laws of Delaware. The business address of each of SSI AIV and Sunlight Investment Corp. is 300 El Camino Real, Menlo Park, CA 94025. Stephen Lam is the President and a director of Sunlight Investment Corp. Jared Roscoe is the Vice President and Treasurer and a director of Sunlight Investment Corp. Hugh Manahan is the Secretary and a director of Sunlight Investment Corp.  Messrs. Lam, Roscoe and Manahan are each a citizen of the United States. During the five years prior to the date of this Schedule 13D Amendment, none of Sunlight Investment Corp. and, to the knowledge of Sunlight Investment Corp., Messrs. Lam, Roscoe and Manahan (i) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 of the Schedule 13D is hereby amended and supplemented to include the following:
 
The descriptions of the Transaction Documents set forth in Item 4 of this Schedule 13D Amendment are incorporated herein by reference. It is anticipated that funding for the cash consideration amounts pursuant to the Transaction Documents will be obtained through the Reporting Persons’ existing resources, including cash on hand.
 
Item 4.
Purpose of Transaction.
 
Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:

Framework Agreement

CUSIP No. 87151X101
13D
Page 12 of 17 pages
On July 23, 2023, the Issuer, Symbotic Holdings LLC (“Symbotic Holdings”), Symbotic LLC (“Symbotic LLC” and, together with the Issuer and Symbotic Holdings, the “Symbotic Group”), Sunlight Investment Corp., SSI AIV and GreenBox Systems LLC (“GreenBox”) entered into a Framework Agreement (the “Framework Agreement”) related to the formation of GreenBox as a strategic joint venture between the Symbotic Group and Sunlight Investment Corp. and SSI AIV and the entry into the JV Agreement and the MSLEA and the issuance of the Warrant, each as described below.

PIPE Transaction. The Framework Agreement provides that if any Follow-On Offering (as defined in the Framework Agreement) of the Issuer occurs prior to December 31, 2023, then, contemporaneously with such Follow-On Offering, SSI AIV and Sunlight Investment Corp. (or one of their affiliates) will subscribe for $100,000,000 in Class A Common Stock or such greater amount agreed upon by the Issuer and SSI AIV and Sunlight Investment Corp. (or one of their affiliates) no later than one business day prior to the date on which the offering price of such Follow-On Offering is determined (such Class A Common Stock, the “PIPE Shares”) in a “private investment in public equity” transaction (the “PIPE Transaction”) at a price per PIPE Share equal to the offering price per share of the Class A Common Stock (before underwriting discounts, placement agent fees or other expenses) in such Follow‑On Offering, except that, if the Issuer, upon the advice of the lead underwriter for such Follow-On Offering, reasonably anticipates receiving more than $500,000,000 of gross proceeds from such Follow-On Offering on the business day prior to the date on which the offering price of such Follow-On Offering is determined, the Issuer may require SSI AIV, Sunlight Investment Corp. and their affiliates to subscribe for a lesser amount than $100,000,000 in the PIPE Transaction, which such lesser amount will be determined by the Issuer based on the advice of the Issuer’s lead underwriter (acting reasonably) on the business day prior to the date on which the offering price of such Follow-On Offering is determined.
 
Standstill. The Framework Agreement also subjects SSI AIV, Sunlight Investment Corp. and their controlled affiliates, on the terms and subject to the conditions set forth in the Framework Agreement, to a standstill agreement for a period commencing on the date of the Framework Agreement until the earlier of (i) the fourth anniversary of the execution and delivery of the Framework Agreement and (ii) the date on which SSI AIV, Sunlight Investment Corp. and their affiliates collectively own less than 5% of the fully diluted equity interests of the Issuer.
 
Board Observer. In the event that the Issuer’s board does not include at least one full-time employee of SSI AIV, Sunlight Investment Corp. or their affiliates, the Framework Agreement requires the Issuer to invite a representative designated by SSI AIV and Sunlight Investment Corp to attend all meetings of its board in a nonvoting observer capacity. The Issuer must give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors.
 
GreenBox and the JV Agreement

GreenBox was established on July 21, 2023, and will build and automate supply chain networks globally by operating and financing the Issuer’s advanced A.I. and automation technology for the warehouse.  Symbotic Holdings and Sunlight Investment Corp. own 35% and 65% of GreenBox. respectively.
 
In connection with the Framework Agreement, on July 23, 2023, Symbotic Holdings, Sunlight Investment Corp. and GreenBox entered into the Limited Liability Company Agreement of GreenBox (the “JV Agreement”) to set forth their interests, rights and obligations relating to GreenBox, the management and operation of GreenBox and the economic arrangement among the parties relating to GreenBox. On the terms and subject to the conditions set forth in the JV Agreement, the board of managers for GreenBox will be composed of three managers, one designated by Sunlight Investment Corp., one designated by Symbotic Holdings and one independent manager designated by the unanimous consent of Sunlight Investment Corp. and Symbotic Holdings to the extent each such member remains a Major Investor (as defined in the JV Agreement), who will initially be appointed as promptly as practicable following the formation of GreenBox.
 
Symbotic Holdings and Sunlight Investment Corp. have capital commitments of approximately $1.7 billion and $3.2 billion, respectively, to fund GreenBox.  Sunlight Investment Corp’s commitment is supported by an equity commitment letter from SSI AIV.
 
CUSIP No. 87151X101
13D
Page 13 of 17 pages
MSLEA
 
In connection with the Framework Agreement, on July 23, 2023, GreenBox and Symbotic LLC entered into a Master Services, License and Equipment Agreement (the “MSLEA”), which sets forth the terms, conditions, rights and obligations governing the design, installation, implementation and operation of the Issuer’s systems by the Issuer for GreenBox.
 
On the terms and subject to the conditions set forth therein, the MSLEA provides for a commitment from GreenBox to expend at least $7.5 billion in the aggregate to purchase the Issuer’s systems over a six-year period pursuant to an agreed-upon timeline with implementation of the Issuer’s systems to begin in fiscal year 2024. For each of the Issuer’s systems, GreenBox will pay the Issuer (i) the cost of implementation, including the cost of material and labor, plus a specified net profit amount; (ii) for software maintenance and support; and (iii) for spare parts and other miscellaneous expenses.
 
The initial term of the MSLEA expires on July 23, 2027, subject to a two-year extension by GreenBox if, at the end of the initial term, Project SOWs (as defined in the MSLEA) have not been executed with respect to the Issuer’s systems with an aggregate purchase price of GreenBox’s purchase commitment.  At any time, either party may terminate the MSLEA in the event of insolvency of the other party or a material breach of the other party that has not been cured.
 
In the event the Issuer, through its ordinary course succession planning efforts, does not have a named successor to Richard B. Cohen as Chief Executive Officer of the Issuer at such time Mr. Cohen is no longer employed by the Issuer, GreenBox may elect to reduce its then-outstanding Purchase Commitment (as defined in the MSLEA) by 50%.
 
Stock Purchase Agreement
 
In connection with the Framework Agreement, on July 23, 2023, The RBC Millennium Trust, the Richard B. Cohen Revocable Trust (together with The RBC Millennium Trust, the "RC Entities") and SSI AIV entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”), pursuant to which the RC Entities sold 17,825,312 shares of Class A Common Stock of the Issuer to SSI AIV for an aggregate purchase price of $500 million.
 
Pursuant to the Stock Purchase Agreement, subject to certain limited exceptions set forth in the Stock Purchase Agreement, the RC Entities agreed not to, and agreed to direct each other member of the Cohen Group (as defined in the Stock Purchase Agreement) not to, transfer any Lock-Up Shares (as defined below) for a period of six months following the closing of the Stock Purchase Agreement. “Cohen Group” includes Richard B. Cohen, his immediate family, trusts for the benefit of Richard B. Cohen or his immediate family and certain other entities specified in the Stock Purchase Agreement. “Lock-Up Shares” means (i) Common Units of Symbotic Holdings, Class A Common Stock, Class V-1 Common Stock, par value $0.0001 per share (“Class V-1 Common Stock”), of the Issuer and Class V-3 Common Stock, par value $0.0001 per share (together with Class A Common Stock and Class V-1 Common Stock, “Symbotic Common Stock”), of the Issuer held by the applicable person as of the closing of the Stock Purchase Agreement and (ii) Symbotic Common Stock received pursuant to a direct exchange or redemption of Common Units of Symbotic Holdings held by such person as of the closing of the Stock Purchase Agreement.
 
Pursuant to the Stock Purchase Agreement, SSI AIV agreed to certain transfer restrictions related to future transferees.
 
Warrant
 
In connection with the Framework Agreement, on July 23, 2023, the Issuer issued a Warrant to Purchase Class A Common Stock (the “Warrant”) to Sunlight Investment Corp. Pursuant to the Warrant, Sunlight Investment Corp. is entitled to purchase 11,434,360 shares of Class A Common Stock (subject to dilution and customary adjustments) upon satisfaction of certain vesting conditions, at $41.9719 per share.
 
CUSIP No. 87151X101
13D
Page 14 of 17 pages
The foregoing descriptions of the Transaction Documents do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Transaction Documents which are filed as Exhibits 2, 3, 4, 5, and 6 to this Schedule 13D and are incorporated by reference herein.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 of the Schedule 13D is amended and restated in its entirety as follows:
 
The information set forth in Item 6 of the Schedule 13D is hereby incorporated by reference.
 
(a) – (b)
 
The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 61,446,512 shares of Class A Common Stock outstanding as of May 3, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 5, 2023:

Reporting Person
 
Amount
beneficially
owned
   
Percent
of class
   
Sole
power to
vote or to
direct the
vote
   
Shared
power to
vote or to
direct the
vote
   
Sole power
to dispose
or to direct
the
disposition
   
Shared
power to
dispose or to
direct the
disposition
 
SVF II SPAC Investment 3 (DE) LLC
   
20,000,000
     
32.5
%
   
0
     
20,000,000
     
0
     
20,000,000
 
SVF II Holdings (DE) LLC
   
20,000,000
     
32.5
%
   
0
     
20,000,000
     
0
     
20,000,000
 
SVF II Aggregator (Jersey) L.P.
   
20,000,000
     
32.5
%
   
0
     
20,000,000
     
0
     
20,000,000
 
SoftBank Vision Fund II-2 L.P.
   
20,000,000
     
32.5
%
   
0
     
20,000,000
     
0
     
20,000,000
 
SB Global Advisers Limited
   
20,000,000
     
32.5
%
   
0
     
20,000,000
     
0
     
20,000,000
 
SB Northstar LP
   
2,000,000
     
3.3
%
   
0
     
2,000,000
     
0
     
2,000,000
 
SB Northstar GP
   
2,000,000
     
3.3
%
   
0
     
2,000,000
     
0
     
2,000,000
 
SVF II Strategic Investments AIV LLC
   
17,825,312
     
29.0
%
   
0
     
17,825,312
     
0
     
17,825,312
 
Sunlight Investment Corp.
   
0
     
0
%
   
0
     
0
     
0
     
0
 
SoftBank Group Corp.
   
39,825,312
     
64.8
%
   
0
     
39,825,312
     
0
     
39,825,312
 
 
SVF II SPAC Investment 3 (DE) LLC is the record holder of 20,000,000 shares of Class A Common Stock. SB Northstar LP is the record holder of 2,000,000 shares of Class A Common Stock. SSI AIV is the record holder of 17,825,312 shares of Class A Common Stock.
 
SoftBank, which is a publicly traded company listed on the Tokyo Stock Exchange, is the sole shareholder of SBGA, which has been appointed as manager and is exclusively responsible for making final decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.’s investments, including as held by SVF II SPAC Investment 3 (DE) LLC. SoftBank Vision Fund II-2 L.P. is the sole limited partner of SVF II Aggregator (Jersey) L.P., which is the sole member of SVF II Holdings (DE) LLC, which is the sole member of SVF II SPAC Investment 3 (DE) LLC. SoftBank is the parent company of SB Northstar GP, which is the general partner of SB Northstar LP. SoftBank is the parent company of SSI AIV, which is the sole stockholder of Sunlight Investment Corp. As a result of these relationships, each of the foregoing entities may be deemed to share beneficial ownership of the securities reported herein.
 
(c) Except as otherwise disclosed herein, during the past 60 days, none of the Reporting Persons nor the persons listed in Appendix A has effected any transactions in the Class A Common Stock.
 
(d) None.
CUSIP No. 87151X101
13D
Page 15 of 17 pages
(e) Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Item 6 of the Schedule 13D is hereby amended by incorporating by reference the description of the Transaction Documents and the other matters set forth in Item 4 above.
 
Item 7.
Materials to be Filed as Exhibits.
 
Item 7 of the Schedule 13D is amended and supplemented as follows:

Exhibit
Number
Description
   
Framework Agreement, by and among Symbotic Inc., Symbotic Holdings LLC, Symbotic LLC, Sunlight Investment Corp., SVF II Strategic Investments AIV LLC and Greenbox Systems LLC, dated as of July 23, 2023 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on July 24, 2023).
   
Limited Liability Company Agreement of GreenBox Systems LLC, by and among GreenBox Systems LLC, Symbotic Holdings LLC and Sunlight Investment Corp., dated as of July 23, 2023 (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed with the SEC on July 24, 2023).
   
Master Services, License and Equipment Agreement, by and between GreenBox Systems LLC and Symbotic LLC, dated as of July 23, 2023 (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed with the SEC on July 24, 2023).
   
Stock Purchase Agreement, dated as of July 23, 2023, by and among The RBC Millennium Trust, the Richard B. Cohen Revocable Trust and SVF II Strategic Investments AIV LLC.
   
Warrant to Purchase Class A Common Stock, between Symbotic Inc. and Sunlight Investment Corp., dated as of July 23, 2023 (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on July 24, 2023).
   
7
Joint Filing Agreement.

CUSIP No. 87151X101
13D
Page 16 of 17 pages
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 25, 2023
   
     
 
SVF II SPAC Investment 3 (DE) LLC
     
 
By:
/s/ Jonathan Duckles
 
Name:
Jonathan Duckles
 
Title:
Director
   
 
SVF II Holdings (DE) LLC
     
 
By:
/s/ Jonathan Duckles
 
Name:
Jonathan Duckles
 
Title:
Director
   
 
SVF II Aggregator (Jersey) L.P.
 
By: SB Global Advisers Limited, its Manager
     
 
By:
/s/ Alex Clavel
 
Name:
Alex Clavel
 
Title:
Director
   
 
SoftBank Vision Fund II-2 L.P.
 
By: SB Global Advisers Limited, its Manager
     
 
By:
/s/ Alex Clavel
 
Name:
Alex Clavel
 
Title:
Director
   
 
SB Global Advisers Limited
     
 
By:
/s/ Alex Clavel
 
Name:
Alex Clavel
 
Title:
Director
     
 
SB Northstar LP
 
By: SB Northstar GP, its General Partner
   
 
By:
/s/ Stephen Lam
 
Name:
Stephen Lam
 
Title:
Director
     
 
SB Northstar GP
   
 
By:
/s/ Stephen Lam
 
Name:
Stephen Lam
 
Title:
Director

CUSIP No. 87151X101
13D
Page 17 of 17 pages
 
SVF II Strategic Investments AIV LLC
   
 
By:
/s/ Stephen Lam
 
Name:
Stephen Lam
 
Title:
Director
   
 
Sunlight Investment Corp.
   
 
By:
/s/ Stephen Lam
 
Name:
Stephen Lam
 
Title:
Director
   
 
SoftBank Group Corp.
   
 
By:
/s/ Yuko Yamamoto
 
Name:
Yuko Yamamoto
 
Title:
Head of Corporate Legal Department

Schedule A
 
Set forth below is a list of each executive officer and director of SB Global Advisers Limited and SoftBank Group Corp., including the name, citizenship, business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each individual.
 
SB GLOBAL ADVISERS LIMITED

Name and Citizenship
 
Present Principal Occupation
(principal business of employer)
 
Business Address
Alex Clavel, a citizen of the United States
 
Board Director and Executive Committee member of SB Global Advisers Limited and Board Director and Management Committee member of SB Investment Advisers (UK) Limited
 
69 Grosvenor Street, London,
United Kingdom W1K 3JP
     
Yoshimitsu Goto, a citizen of Japan
 
Board Director of SB Global Advisers Limited and Board Director, Corporate Officer, Senior Vice President, CFO, CISO & CSusO of SoftBank Group Corp.
 
69 Grosvenor Street, London,
United Kingdom W1K 3JP
 
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
     
Navneet Govil, a citizen of the United States
 
Board Director and Executive Committee Member of SB Global Advisers Limited, Board Director of SB Global Advisers (US) Inc., and CFO of the SoftBank Investment Advisers Group
 
69 Grosvenor Street, London,
United Kingdom W1K 3JP

300 El Camino Real, Menlo Park, CA 94025, United States
     
Timothy A. Mackey, a citizen of New Zealand
 
Board Director of SB Global Advisers Limited and Corporate Officer, CLO & GCO of SoftBank Group Corp.
 
69 Grosvenor Street, London,
United Kingdom W1K 3JP
 
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
     
Gyu Hak Moon, a citizen of South Korea
 
Board Director and Executive Committee member of SB Global Advisers Limited
 
69 Grosvenor Street, London,
United Kingdom W1K 3JP
 

18
SOFTBANK GROUP CORP.

Name and Citizenship
 
Present Principal Occupation
(principal business of employer)
 
Business Address
Masayoshi Son*, a citizen of Japan
 
Representative Director, Corporate Officer, Chairman & CEO of SoftBank Group Corp.
 
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
         
Yoshimitsu Goto*, a citizen of Japan
 
Board Director, Corporate Officer, Senior Vice President, CFO, CISO & CSusO of SoftBank Group Corp.
 
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
     
Ken Miyauchi*, a citizen of Japan
 
Board Director of SoftBank Group Corp.; Director & Chairman, SoftBank Corp.
 
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
Rene Haas*, a citizen of the United States of America
 
Board Director of SoftBank Group Corp.; Chief Executive Officer & Director of Arm Limited
 
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
 
110 Fulbourn Road
Cambridge CB1 9NJ
United Kingdom
     
Keiko Erikawa*, a citizen of Japan
 
External Board Director, Independent Officer of SoftBank Group Corp.; Chairman Emeritus (Director), KOEI TECMO GAMES CO., LTD; Board Director, KOEI TECMO EUROPE LIMITED; Chairman (Representative Director), KOEI TECMO HOLDINGS CO., LTD.; Director, Foundation for the Fusion Of Science and Technology
 
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
     
David Chao*, a citizen of Japan
 
External Board Director, Independent Officer of SoftBank Group Corp.; Co-Founder and General Partner, DCM Ventures
 
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan

19
Masami Iijima*, a citizen of Japan
 
External Board Director, Independent Officer of SoftBank Group Corp.; Director, Ricoh Company, Ltd.; Director, Isetan Mitsukoshi Holdings Ltd.; Counsellor, Bank of Japan; Counselor, MITSUI & CO., LTD.; Director, Takeda Pharmaceutical Company Limited
 
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan

MITSUI & CO., LTD.
2-1, Otemachi 1-chome, Chiyoda-ku,
Tokyo 100-8631
Japan
     
Yutaka Matsuo*, a citizen of Japan
 
External Board Director, Independent Officer of SoftBank Group Corp. and Professor, Graduate School of Engineering at the University of Tokyo
 
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
     
Kenneth A. Siegel*, a citizen of the United States of America
 
External Board Director of SoftBank Group Corp.; Board Director, Member of Executive Committee, Morrison & Foerster LLP
 
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan

Shin-Marunouchi Building, 29th Floor
5-1, Marunouchi 1-Chome
Chiyoda-ku, Tokyo, Japan 100-6529
     
Soichiro Uno**, a citizen of Japan
 
External Audit & Supervisory Board Member of SoftBank Group Corp.; Partner at Nagashima Ohno & Tsunematsu; Director at Dream Incubator Inc.; and Director at TERUMO CORPORATION
 
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
     
Yuji Nakata**, a citizen of Japan
 
External Audit & Supervisory Board Member of SoftBank Group Corp.
 
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
     
Maurice Atsushi Toyama**, a citizen of the United States of America
 
External Audit & Supervisory Board Member of SoftBank Group Corp.
 
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan

20
Keiichi Otsuka**, a citizen of Japan
 
External Audit & Supervisory Board Member of SoftBank Group Corp.; Director, Shizuoka Bank (Europe) S.A.; Representative of Otsuka CPA Office; Audit & Supervisory Board Member, TBK Co., Ltd.
 
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
     
Kazuko Kimiwada, a citizen of Japan
 
Corporate Officer, Senior Vice President of SoftBank Group Corp.
 
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
     
Timothy A. Mackey, a citizen of New Zealand
 
Corporate Officer, CLO & GCO of SoftBank Group Corp.
 
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
     
Seiichi Morooka, a citizen of Japan
 
Corporate Officer of SoftBank Group Corp.
 
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan

*
Director
**
Corporate Auditor



21