10-Q

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

SVF INVESTMENT CORP. 3

(Exact name of registrant as specified in its charter)


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)

(650)

562-8100

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☒ No ☐

As of May 13, 2022

, 33,040,000 Class A ordinary shares, par value $0.0001 per share, and 8,000,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements		1
	Condensed Consolidated Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021		1
	Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2022 and 2021		2
	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2022 and 2021		3
	Unaudited Condensed Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2022 and 2021		4
	Notes to Unaudited Condensed Consolidated Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		21
Item 4.	Controls and Procedures		22
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		22
Item 1A.	Risk Factors		22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		22
Item 3.	Defaults Upon Senior Securities		22
Item 4.	Mine Safety Disclosures		22
Item 5.	Other Information		23
Item 6.	Exhibits		23


	March 31, 2022			December 31, 2021
	(Unaudited)
Assets:
Current assets:
Cash	$	3,281,892		$	812,884
Prepaid expenses, current		736,671			740,784

Total current assets		4,018,563			1,553,668
Investments held in Trust Account		320,043,033			320,016,430
Prepaid expenses, long term		—			138,105

Total Assets	$	324,061,596		$	321,708,203

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	204,192		$	194,638
Accrued expenses		4,504,915			3,295,396
Due to related party		997,033			559,409
Working capital loan – related party		3,000,000			—

Total current liabilities		8,706,140			4,049,443
Deferred underwriting commissions		11,200,000			11,200,000

Total liabilities		19,906,140			15,249,443

Commitments and Contingencies
Class A ordinary shares subject to possible redemption, $0.0001 par value; 32,000,000 shares issued and outstanding, at $10.00 per share as of March 31, 2022 and December 31, 2021		320,000,000			320,000,000
Shareholders’ 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 shares issued and outstanding as of March 31, 2022 and December 31, 2021 (excluding 32,000,000 shares subject to possible redemption)		104			104
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,000,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021		800			800
Additional paid-in capital		—			—
Accumulated deficit		(15,845,448	)		(13,542,144	)

Total shareholders’ Deficit		(15,844,544	)		(13,541,240	)

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	324,061,596		$	321,708,203
	$	324,061,596		$	321,708,203


	For the three months ended March 31,
	2022			2021
General and administrative expenses	$	2,299,907		$	508,266
General and administrative expenses – related party		30,000			16,726

Loss from operations		(2,329,907	)		(524,992	)
Other income:
Income from investments held in Trust Account		26,603			1,069

Net loss	$	(2,303,304	)	$	(523,923	)

Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted		32,000,000			7,466,667


Basic and diluted net loss per ordinary share, Class A ordinary shares subject to possible redemption	$	(0.06	)	$	(0.04	)


Weighted average shares outstanding of non-redeemable ordinary shares, basic and diluted		9,040,000			7,476,000


Basic and diluted net loss per ordinary share, non-redeemable ordinary shares	$	(0.06	)	$	(0.04	)


	Ordinary Shares								Additional					Total
	Class A				Class B				Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance - December 31, 2021		1,040,000	$	104		8,000,000	$	800	$	—	$	(13,542,144	)	$	(13,541,240	)
Net loss		—		—		—		—		—		(2,303,304	)		(2,303,304	)

Balance - March 31, 2022		1,040,000	$	104		8,000,000	$	800	$	—	$	(15,845,448	)	$	(15,844,544	)


	For the three months ended March, 31
	2022			2021
Cash Flows from Operating Activities:
Net loss	$	(2,303,304	)	$	(523,923	)

Adjustments to reconcile net loss to net cash used in operating activities:
Income from investments held in Trust Account		(26,603	)		(1,069	)
General and administrative expenses paid by related party under note payable		—			44,617
Changes in operating assets and liabilities:
Prepaid expenses		142,218			(1,422,818	)
Due from related party		—			(84,054	)
Accounts payable		9,554			1,029
Accrued expenses		1,209,519			399,939
Due to related party		437,624			(16,726	)

Net cash used in operating activities		(530,992	)		(1,569,553	)

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:
Proceeds from working capital loan – related party		3,000,000			—
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		—			(6,430,750	)

Net cash provided by financing activities		3,000,000			323,555,688

Net increase in cash		2,469,008			1,986,135

Cash – beginning of period	$	812,884		$	—

Cash – end of period	$	3,281,892		$	1,986,135

Supplemental disclosures of noncash investing and financing activities:
Offering costs included in accounts payable	$	—		$	57,979
Offering costs included in accrued expenses	$	70,000		$	73,567
Offering costs paid by related party under note payable	$	—		$	322,595
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		$	11,200,000
Underwriters’ reimbursements in connection with the offering in accounts receivable	$	—		$	640,000


	For the Three Months Ended March 31, 2022						For the Three Months Ended March 31, 2021
	Class A ordinary shares subject to possible redemption			Non- redeemable ordinary shares			Class A ordinary shares subject to possible redemption			Non- redeemable ordinary shares
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss	$	(1,795,949	)	$	(507,355	)	$	(261,798	)	$	(262,125	)
Denominator:
Basic and diluted weighted average ordinary share outstanding		32,000,000			9,040,000			7,466,667			7,476,000

Basic and diluted net loss per ordinary share	$	(0.06	)	$	(0.06	)	$	(0.04	)	$	(0.04	)


Gross proceeds from initial public offering	$	320,000,000
Less:
Class A ordinary shares issuance costs		(17,455,524	)
Plus:
Accretion of carrying value to redemption value		17,455,524

Class A ordinary share subject to possible redemption	$	320,000,000


Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account—US Treasury securities	$	320,043,033	$	—	$	—


Exhibit Number		Description

31.1*		Certification of Chief Executive Officer (Principal Executive Officer) 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.

31.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) 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.

32.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SEC Form 10-Q filed by SVF Investment Corp. 3