SVF INVESTMENT CORP. 3 Management’s Discussion and Analysis of Financial Condition and Results of Operations (restated). (Form 10-Q/A)

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References to the "Company," "
SVF Investment Corp. 3
," "SVF Investment Corp.," "our," "us" or "we" refer to
SVF Investment Corp. 3
. The following discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with the unaudited interim
condensed financial statements and the notes thereto contained elsewhere in this
report. Certain information contained in the discussion and analysis set forth
below includes forward-looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form
10-Q
includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have
based these forward-looking statements on our current expectations and
projections about future events. These forward-looking statements are subject to
known and unknown risks, uncertainties and assumptions about us that may cause
our actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking statements. In some
cases, you can identify forward-looking statements by terminology such as "may,"
"should," "could," "would," "expect," "plan," "anticipate," "believe,"
"estimate," "continue," or the negative of such terms or other similar
expressions. Factors that might cause or contribute to such a discrepancy
include, but are not limited to, those described in our other SEC filings.
Overview
We are a blank check company incorporated as a Cayman Islands exempted company
on December 11, 2020. We were formed for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses (the "Business Combination").
We are an emerging growth company and, as such, we are subject to all of the
risks associated with emerging growth companies.
Our sponsor is SVF Sponsor III (DE) LLC, a Delaware limited liability company
("Sponsor"). The registration statement for our Initial Public Offering was
declared effective on March 8, 2021. On March 11, 2021, we consummated its
Initial Public Offering of 32,000,000 Class A ordinary shares (the "Public
Shares"), including the 4,000,000 Public Shares as a result of the underwriters'
full exercise of their over-allotment option, at an offering price of $10.00 per
Public Share, generating gross proceeds of $320.0 million, and incurring
offering costs of approximately $18.1 million, of which approximately
$11.2 million was for deferred underwriting commissions. On April 22, 2021, the
underwriters made a payment to us in an amount of $640,000 to reimburse certain
of our expenses in connection with this offering.
Simultaneously with the closing of the Initial Public Offering, we consummated
the private placement ("Private Placement") of 1,040,000 Class A ordinary shares
(the "Private Placement Shares"), at a price of $10.00 per Private Placement
Share to the Sponsor, generating gross proceeds of $10.4 million.
Upon the closing of the Initial Public Offering, management agreed that an
amount equal to at least $10.00 per Public Share sold in the Initial Public
Offering, including the proceeds of the Private Placement Shares, will be held
in a trust account ("Trust Account") with Continental Stock Transfer & Trust
Company acting as trustee and invested in United States "government securities"
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as
amended, or the Investment Company Act, having a maturity of 185 days or less or
in money market funds meeting certain conditions under Rule
2a-7
promulgated under the Investment Company Act which invest only in direct U.S.
government treasury obligations, as determined by us, until the earlier of:
(i) the completion of a Business Combination and (ii) the distribution of the
Trust Account as described below.
Our management has broad discretion with respect to the specific application of
the net proceeds of its Initial Public Offering and the sale of Private
Placement Shares, although substantially all of the net proceeds are intended to
be applied generally toward consummating a Business Combination. Our initial
Business Combination must be with one or more operating businesses or assets
with a fair market value equal to at least 80% of the net assets held in the
Trust Account (excluding the deferred underwriting commissions and taxes payable
on the interest earned on the Trust Account) at the time we sign a definitive
agreement in connection with the initial Business Combination. However, we will
only complete a Business Combination if the post-transaction company owns or
acquires 50% or more of the outstanding voting securities of the target or
otherwise acquires a controlling interest in the target sufficient for it not to
be required to register as an investment company under the Investment Company
Act.

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If we are unable to complete a Business Combination within 24 months from the
closing of the Initial Public Offering, or March 11, 2023 (the "Combination
Period"), we will (i) cease all operations except for the purpose of winding up;
(ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem the public Shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest earned on the funds held in the Trust Account
and not previously released to us to pay its income taxes, if any (less up to
$100,000 of interest to pay dissolution expenses), divided by the number of the
then-outstanding Public Shares, which redemption will completely extinguish
Public Shareholders' rights as shareholders (including the right to receive
further liquidation distributions, if any); and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the remaining
shareholders and the board of directors, liquidate and dissolve, subject in the
case of clauses (ii) and (iii), to our obligations under Cayman Islands law to
provide for claims of creditors and the requirements of other applicable law.
Liquidity and Capital Resources
As of March 31, 2021, we had approximately $2.0 million in its operating cash,
and working capital of approximately $3.6 million.
Prior to the completion of the Initial Public Offering, our liquidity needs were
satisfied through the payment by our Sponsor of $25,000 for certain offering
costs on our behalf in exchange for the issuance of the Founder Shares, and
borrowings under our promissory note with our Sponsor of $300,000 as well as
additional advances of approximately $114,000. Subsequent to the consummation of
the Initial Public Offering and Private Placement, our liquidity needs will be
satisfied with the proceeds from the consummation of the Private Placement not
held in the Trust Account. In addition, in order to finance transaction costs in
connection with a Business Combination, the Sponsor may, but is not obligated
to, provide the Company Working Capital Loans. To date, there were no amounts
outstanding under any Working Capital Loans.
Based on the foregoing, we believe that our Company will have sufficient working
capital and borrowing capacity to meet its needs through the earlier of the
consummation of a Business Combination or one year from this filing. Over this
time period, we will be using the funds held outside of the Trust Account for
paying existing accounts payable, identifying and evaluating prospective initial
Business Combination candidates, performing due diligence on prospective target
businesses, paying for travel expenditures, selecting the target business to
merge with or acquire, and structuring, negotiating and consummating the
Business Combination.
Management continues to evaluate the impact of the
COVID-19
pandemic on the industry and has concluded that while it is reasonably possible
that the virus could have a negative effect on our financial position, results
of our operations and/or search for a target company, the specific impact is not
readily determinable as of the date of the financial statements. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Results of Operations
Our entire activity since inception up to March 11, 2021 was in preparation for
our formation and the Initial Public Offering, and since our Initial Public
Offering, our activity has been limited to the search for a prospective
initial Business Combination. We will not be generating any operating revenues
until the closing and completion of our initial Business Combination. We
generate
non-operating
income in the form of investment income from our investments held in the Trust
Account. We expect to incur increased expenses as a result of being a public
company (for legal, financial reporting, accounting and auditing compliance), as
well as for due diligence expenses.
For the three months ended March 31, 2021, we had net loss of approximately
$524,000, which consisted of approximately $525,000 general and administrative
expenses, including approximately $17,000 general and administrative expenses to
related party, partly offset by approximately $1,000 in income from investments
held in the Trust Account.

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Contractual Obligations
Administrative Services Agreement
Commencing on the date that our securities were first listed on the NASDAQ
through the earlier of consummation of the initial Business Combination and the
liquidation, we agreed to pay our Sponsor $10,000 per month for office space,
secretarial and administrative services provided to us by an affiliate of our
Sponsor. We incurred $10,000 of such expenses in the three months end March 31,
2021.
In addition, our Sponsor, officers and directors, or our respective affiliates
will be reimbursed for any
out-of-pocket
expenses incurred in connection with activities on our behalf such as
identifying potential target businesses and performing due diligence on suitable
Business Combinations. Our audit committee will review on a quarterly basis all
payments that were made by us to our Sponsor, executive officers or directors,
or our affiliates. Any such payments prior to an initial Business Combination
will be made using funds held outside the Trust Account. We incurred
approximately $7,000 of such expenses in the three months end March 31, 2021.
Registration and Shareholder Rights
The holders of the Founder Shares, Private Placement Shares, and any shares that
may be issued upon conversion of Working Capital Loans (and any Class A ordinary
shares issuable upon conversion of the Founder Shares) were entitled to
registration rights pursuant to a registration and shareholder rights agreement
signed upon the effective date of the Initial Public Offering. The holders of
these securities were entitled to make up to three demands, excluding short form
demands, that we register such securities. In addition, the holders had certain
"piggy-back" registration rights with respect to registration statements filed
subsequent to the completion of the initial Business Combination. We will bear
the expenses incurred in connection with the filing of any such registration
statements.
Underwriting Agreement
We granted the underwriters a
45-day
option from the date of the prospectus to purchase up to 4,000,000 additional
shares at the Initial Public Offering price less the underwriting discounts and
commissions. The underwriters fully exercised the over-allotment option on
March 11, 2021.
The underwriters were entitled to an underwriting discount of $0.20 per unit, or
$6.4 million in the, aggregate paid upon the closing of the Initial Public
Offering. In addition, $0.35 per unit, or $11.2 million in the aggregate will be
payable to the underwriters for deferred underwriting commissions. The deferred
fee will become payable to the underwriters from the amounts held in the Trust
Account solely in the event that the Company completes a Business Combination,
subject to the terms of the underwriting agreement.
Forward Purchase Agreement
The Company entered into a forward purchase agreement (a "Forward Purchase
Agreement") with certain investors (the "Forward Purchase Investors"), which
provides for the purchase of $150 million forward purchase shares (the "Forward
Purchase Shares"), for $10.00 per share, in a private placement to close
substantially concurrently with the closing of the initial Business Combination.
The Forward Purchase Agreement also provided that the Forward Purchase Investor
may elect to purchase up to an additional $50 million of Forward Purchase
Shares, for a purchase price of $10.00 per share. Any elections to purchase up
to 5,000,000 additional Forward Purchase Shares will take place in one or more
private placements in such amounts and at such time as the Forward Purchase
Investor determines, but no later than simultaneously with the closing of the
initial Business Combination. The Company and the Forward Purchase Investors may
determine, by mutual agreement, to increase the number of additional Forward
Purchase Shares at any time prior to the initial Business Combination. The
obligations under the Forward Purchase Agreement do not depend on whether any
Class A ordinary shares are redeemed by the Public Shareholders. The forward
purchase securities will be issued only in connection with the closing of the
initial Business Combination. The proceeds from the sale of forward purchase
securities may be used as part of the consideration to the sellers in the
initial Business Combination, expenses in connection with the initial Business
Combination or for working capital in the post-transaction company. The Forward
Purchase Agreement should be classified within shareholders' equity (deficit),
and the Forward Purchase Agreement is considered indexed to our own share under
ASC Topic 815-40, Derivatives and Hedging - Contracts in Entity's Own Equity. As
such, the Forward Purchase Agreement meets the scope exception in ASC
815-10-15-74(a) to derivative accounting and; therefore, the Forward Purchase
Agreement should be classified in shareholders' equity (deficit).

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Critical Accounting Policies
Investments Held in Trust Account
Our portfolio of investments is comprised solely of U.S. government securities,
within the meaning set forth in Section 2(a)(16) of the Investment Company Act,
with a maturity of 185 days or less, or investments in money market funds that
invest in U.S. government securities, or a combination thereof. Our investments
held in the Trust Account are classified as trading securities. Trading
securities are presented on the balance sheet at fair value at the end of each
reporting period. Gains and losses resulting from the change in fair value of
these securities is included in income from investments held in Trust Account in
the unaudited condensed statement of operations. The estimated fair values of
investments held in the Trust Account are determined using available market
information.
Class A ordinary shares subject to possible redemption
We account for our Class A ordinary shares subject to possible redemption in
accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from
Equity." Class A ordinary shares subject to mandatory redemption (if any) are
classified as liability instruments and are measured at fair value.
Conditionally redeemable Class A ordinary shares (including Class A ordinary
shares that feature redemption rights that are either within the control of the
holder or subject to redemption upon the occurrence of uncertain events not
solely within our control) are classified as temporary equity. At all other
times, Class A ordinary shares are classified as shareholders' equity (deficit).
Our Class A ordinary shares feature certain redemption rights that are
considered to be outside of our control and subject to the occurrence of
uncertain future events. Accordingly, at the Initial Public Offering and as of
March 31, 2021, 32,000,000 Class A ordinary shares subject to possible
redemption are presented as temporary equity (deficit), outside of the
shareholders' equity section of our balance sheets.
The Company recognizes changes in redemption value immediately as they occur and
adjusts the carrying value of the Class A ordinary shares subject to possible
redemption to equal the redemption value at the end of each reporting period.
Effective with the closing of the Initial Public Offering, we recognized the
accretion from initial book value to redemption amount value. The change in the
carrying value of redeemable shares of Class A ordinary shares resulted in
charges against additional paid-in capital and accumulated deficit.
Net Loss per Ordinary Shares
We comply with accounting and disclosure requirements of FASB ASC Topic 260,
"Earnings Per Share." Income and losses are shared pro rata between Class A
ordinary shares subject to possible redemption and non-redeemable ordinary
shares. Net loss per ordinary share is calculated by dividing the net loss by
the weighted-average number of ordinary shares outstanding for the respective
period. Non-redeemable ordinary shares include Founder Shares and Private
Placement Shares as these shares do not have any redemption features.
Accretion associated with the redeemable Class A ordinary shares is excluded
from earnings per share as the redemption value approximates fair value.
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU No.
2020-06,
 Debt-Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic
815-40):
Accounting for Convertible Instruments and Contracts in an Entity's Own Equity

(“KNEW

2020-06″),

which simplifies the accounting for convertible instruments by removing the main separation models required by current GAAP. The ASU also removes certain settlement conditions required for equity-linked contracts to qualify for the derivatives scope exception, and simplifies the calculation of diluted earnings per share in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. The adoption of the ASU had no impact on the Company’s financial condition, results of operations or cash flows.

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Our management does not believe that any recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect on the
accompanying unaudited condensed financial statements.
Off-Balance
Sheet Arrangements
As of March 31, 2021, we did not have any
off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K.
JOBS Act
The Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") contains
provisions that, among other things, relax certain reporting requirements for
qualifying public companies. We qualify as an "emerging growth company" and
under the JOBS Act are allowed to comply with new or revised accounting
pronouncements based on the effective date for private (not publicly traded)
companies. We are electing to delay the adoption of new or revised accounting
standards, and as a result, we may not comply with new or revised accounting
standards on the relevant dates on which adoption of such standards is required
for
non-emerging
growth companies. As a result, the financial statements may not be comparable to
companies that comply with new or revised accounting pronouncements as of public
company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the
other reduced reporting requirements provided by the JOBS Act. Subject to
certain conditions set forth in the JOBS Act, if, as an "emerging growth
company," we choose to rely on such exemptions we may not be required to, among
other things, (i) provide an auditor's attestation report on our system of
internal controls over financial reporting pursuant to Section 404, (ii) provide
all of the compensation disclosure that may be required of
non-emerging
growth public companies under the Dodd-Frank Wall Street Reform and Consumer
Protection Act, (iii) comply with any requirement that may be adopted by the
PCAOB regarding mandatory audit firm rotation or a supplement to the auditor's
report providing additional information about the audit and the financial
statements (auditor discussion and analysis) and (iv) disclose certain executive
compensation related items such as the correlation between executive
compensation and performance and comparisons of the CEO's compensation to median
employee compensation. These exemptions will apply for a period of five years
following the completion of our Initial Public Offering or until we are no
longer an "emerging growth company," whichever is earlier.

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