As filed with the United States Securities and Exchange Commission on January 6, 2021 under the Securities Act of 1933, as amended.

No. 333-251541

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

AMENDMENT NO. 2

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

SVF INVESTMENT CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands		6770		98-1561624
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

1 Circle Star Way

San Carlos

California 94070, United States

(415) 539-3099

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Rajeev Misra

c/o SVF Sponsor LLC

1 Circle Star Way

San Carlos

California 94070

(345)-949-0100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies:

 

Christian O. Nagler, Esq. Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 (212) 446-4800		Steve Lin, Esq. Kirkland & Ellis International LLP 29th Floor, China World Office 2 No. 1 Jian Guo Men Wai Avenue Beijing 100004, P.R. China (86)10-3737-9301		Gregg A. Noel, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1400 Palo Alto, California 94301 (650) 470-4500		Pranav L. Trivedi, Esq. Skadden, Arps, Slate, Meagher & Flom (UK) LLP 40 Bank Street London E14 5DS (44) 207 519 7026

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

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.

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				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 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Security Being Registered		Amount Being Registered		Proposed Maximum Offering Price per Security(1)		Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeemable warrant to acquire one Class A ordinary share(2)		60,375,000 units		$10.00		$603,750,000		$65,869.13
Class A ordinary shares included as part of the units(3)		60,375,000 shares		—		—		—  (4)
Redeemable warrants included as part of the units to acquire one Class A ordinary share(3)		12,075,000 warrants		—		—		—  (4)
Total						$603,750,000		$65,869.13(5)

(1)	Estimated solely for the purpose of calculating the registration fee.

(2)	Includes 7,875,000 units, consisting of 7,875,000 Class A ordinary shares and 1,575,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.

(3)	Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from share sub-division, share dividend, or similar transactions.

(4)	No fee pursuant to Rule 457(g).

(5)	Previously paid.

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

EXPLANATORY NOTE

SVF Investment Corp. is filing this Amendment No. 2 to its registration statement on Form S-1 (File No. 333-251541) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

 

(a)

Exhibits. The following exhibits are filed as part of this registration statement:

Exhibit No.		Description
1.1**		Form of Underwriting Agreement.
3.1**		Memorandum and Articles of Association.
3.2**		Form of Amended and Restated Memorandum and Articles of Association.
4.1**		Specimen Unit Certificate.
4.2**		Specimen Class A Ordinary Share Certificate.
4.3**		Specimen Warrant Certificate.
4.4**		Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.
5.1**		Opinion of Kirkland & Ellis LLP.
5.2**		Opinion of Walkers, Cayman Islands Legal Counsel to the Registrant.
10.1**		Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.
10.2**		Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.
10.3**		Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.
10.4**		Form of Indemnity Agreement.
10.5**		Promissory Note, dated as of October 7, 2020, between the Registrant and the Sponsor.
10.6**		Amendment to Promissory Note, dated December 21, 2020, between the Registrant and the Sponsor.
10.7**		Securities Subscription Agreement, dated October 10, 2020, between the Registrant and the Sponsor.
10.8**		Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.
10.9**		Form of Forward Purchase Agreement
10.10**		Form of Administrative Services Agreement
23.1**		Consent of Marcum LLP
23.2**		Consent of Kirkland & Ellis LLP (included on Exhibit 5.1).
23.3**		Consent of Walkers (included on Exhibit 5.2).
99.1*		Consent of Ibrahim Ajami
99.2*		Consent of Anita M. Sands

 

*	Filed herewith.

**	Previously filed.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of London, on 6th day of January, 2021.

 

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Rajeev Misra and Navneet Govil, each acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign this registration statement on Form S-1 (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Rajeev Misra Rajeev Misra		Chairman and Chief Executive Officer (Principal Executive Officer)		January 6, 2021
/s/ Navneet Govil Navneet Govil		Chief Financial Officer (Principal Financial Officer)		January 6, 2021

 

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