UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 25, 2021
SVF Investment Corp.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-39862 | 98-1561624 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
| 1 Circle Star Way San Carlos California 94070, United States |
94070 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(415) 539-3099
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fifth of one redeemable warrant | SVFAU | The Nasdaq Stock Market LLC | ||
| Class A Ordinary Shares included as part of the units | SVFA | The Nasdaq Stock Market LLC | ||
| Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | SVFAW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
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. ☐
Item 8.01 Other Events
On January 25, 2021, SVF Investment Corp. (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), and warrants included in the Units commencing on January 27, 2021. Each Unit consists of one Class A ordinary share and one-fifth of one redeemable warrant to purchase one Class A ordinary share. Any Units not separated will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the symbol “SVFAU”. Any underlying Class A ordinary shares and warrants that are separated will trade on the Nasdaq under the symbols “SVFA” and “SVFAW,” respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A ordinary shares and warrants.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| No. |
Description | |
| 99.1 | Press Release, dated January 25, 2021. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 25, 2021
| SVF INVESTMENT CORP. | ||
| By: |
/s/ Navneet Govil | |
| Name: |
Navneet Govil | |
| Title: |
Chief Financial Officer | |
Exhibit 99.1
SoftBank’s SVF Investment Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants
LONDON, January 25, 2021 /PRNewswire/ — SVF Investment Corp. (Nasdaq: SVFAU) (the “Company”) announced today that commencing January 27, 2021, holders of the 60,375,000 units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares and warrants included in the units. Class A ordinary shares and warrants that are separated will trade on The Nasdaq Capital Market under the symbols “SVFA” and “SVFAW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not separated will continue to trade on Nasdaq under the symbol “SVFAU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.
The Company is sponsored by SoftBank Investment Advisers (“SBIA”), the investment manager to the SoftBank Vision Funds. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses in a technology-enabled sector. The company is led by Rajeev Misra, the CEO of SBIA, and Navneet Govil, the CFO of SBIA.
The units were initially offered by the Company in an underwritten offering. Citigroup Global Markets, Deutsche Bank Securities and Cantor Fitzgerald & Co acted as the joint-book running managers for the offering.
A registration statement relating to these securities was declared effective by the Securities and Exchange Commission (“SEC”) on January 7, 2021. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The public offering was made only by means of a prospectus. Copies of the prospectus relating to the offering may be obtained for free from the U.S. Securities and Exchange Commission website http://www.sec.gov; Citigroup Global Markets Inc., c/o 388 Greenwich Street, New York, New York, 10013, Telephone: 1-646-291-1469; Deutsche Bank Securities Inc., 60 Wall Street, 2nd Floor, New York, New York 10005, Attention: Equity Capital Markets – Syndicate Desk, with a copy to Deutsche Bank Securities Inc., 60 Wall Street, 36th Floor, New York, New York 10005, Attention: General Counsel, Fax: +1 (646) 374-1071; and Cantor Fitzgerald & Co., Attention: Capital Markets, 499 Park Avenue, 5th Floor New York, New York 10022; Email: prospectus@cantor.com.
For more information, please see www.svfinvestmentcorp.com.
Forward-looking statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering and the anticipated use of the net proceeds thereof. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
About SVF Investment Corp.
SVF Investment Corp. is a newly organized blank check company formed by an affiliate of SoftBank Investment Advisers (“SBIA”). Through the SoftBank Vision Funds, SBIA is investing up to $100 billion in many of the world’s leading technology companies, including those we’ve helped take public such as 10X Genomics, Beike, DoorDash, Guardant Health, OneConnect, Opendoor, PingAn Good Doctor, Relay Therapeutics, Seer, Slack, Uber, View, Vir, and ZhongAn Insurance. SBIA’s global reach, unparalleled ecosystem, and patient capital help founders build transformative businesses.
Contacts
For investor inquiries: svfinvestmentcorp@softbank.com
For media inquiries: rowan@softbank.com