SecProbe.io

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 April 29, 2025

Carol Hibbard
Chief Financial Officer and Treasurer
Symbotic Inc.
200 Research Drive
Wilmington, MA 01887

 Re: Symbotic Inc.
 Form 10-K for the Fiscal Year Ended September 28, 2024
 File No. 001-37883
Dear Carol Hibbard:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
cc: Corey Dufrense
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 Document April 22, 2025 VIA EDGAR TRANSMISSION Kathleen Collins Division of Corporation Finance Office of Technology Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549     Re:    Symbotic Inc.         Form 10-K for the Fiscal Year Ended September 28, 2024 (“Form 10-K”)         File No. 001-37883 Dear Ms. Collins: This letter responds to the comment set forth in the comment letter of the staff of the Securities and Exchange Commission (the “Staff”) dated April 3, 2025 (the “Comment Letter”) relating to the Form 10-K filed by Symbotic Inc. (the “Company” or “Symbotic”) on December 4, 2024. To assist your review, set forth below in bold is the comment of the Staff contained in the Comment Letter and immediately below the comment is the response of the Company with respect thereto. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Form 10-K. Form 10-K for the Fiscal Year Ended September 28, 2024 Note 3. Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements (Unaudited), page 88 1.    We note you restated the financial statements for the quarters ended December 31, 2023, March 31, 2024 and June 30, 2024 due to errors related to the timing of milestone achievements and cost overruns. Please describe further the facts and circumstances surrounding these errors. Clarify whether these errors relate to a specific customer agreement and if so, provide us with details of such agreement (i.e. customer name, agreement date, term, amount, etc.). Also, explain in detail how you determined that the errors were limited to fiscal 2024 such that prior period financial statements were not impacted. In this regard, it appears revenue from arrangements entered into prior to fiscal 2024 were also accounted for using a cost-to-cost measure of progress. Response to Comment 1 Symbotic Inc. 200 Research Drive | Wilmington, MA 01887 Phone 978-284-2800 | www.symbotic.com Page 2 As described in Note 3 to the Form 10-K, Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements, the Company’s unaudited condensed consolidated financial statements as of and for the fiscal quarters ended December 30, 2023, March 30, 2024, and June 29, 2024 have been restated as a result of errors relating to the receipt of goods and services and related to cost overruns on certain deployments that are not billable. Revenue Recognition Policy of the Company The Company recognizes system revenue upon transfer of control of promised goods or services to a customer in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. System revenue is recognized over time based on an input method, using a cost-to-cost measure of progress. Under this method, system revenue is recorded based on the ratio of costs incurred over total estimated contract costs. This method reflects the transfer of a system to the customer because the costs incurred represent the Company’s inputs towards satisfying the performance obligation. Error #1 – Timing of Expensing of Costs Upon Receipt of Goods and Services from Milestone Vendors As noted above, system revenue is recognized over time utilizing a ratio of costs incurred over the total estimated contract costs. One of the components of system costs is customized equipment built to specifications by third-party vendors. These vendors are paid based on the completion of certain milestones as outlined in their contracts with the Company. In determining the costs incurred on a project, the Company determines if vendor milestones have been achieved for the goods and services that the vendor is providing to the Company. When these vendors achieve milestones that faithfully represent progress on their delivery of goods and services, the Company expenses the cost for the project. Vendor milestones achieved effectively represent actual costs incurred. Initially, during the fourth quarter of fiscal year 2024 and as the Company was reviewing interim periods and business processes in preparing its full year financial statements, including a review of reports available through the Company’s new enterprise resource planning (“ERP”) system used in the execution of certain controls, the Company identified occurrences during fiscal year 2024 where costs were expensed before they were incurred because goods and services relating to specific milestone achievements by vendors were expensed prior to the time that the corresponding milestones were achieved. This resulted in the acceleration of the recognition of system costs which accelerated the cost-to-cost measure of progress, which is a key input into the revenue recognition calculation. Given that the Company recognizes revenue on a percentage of completion basis, this also resulted in the acceleration of recognition of revenue in the second and third quarters of fiscal year 2024. The errors described above relating to the acceleration of the expensing of goods and services related to revenue from all customers that had on-going system revenue during the applicable periods. These errors occurred following a change in process for the receipt of goods in connection with the Company’s transition to a new ERP system at the end of the first quarter in www.symbotic.com Page 3 fiscal year 2024. The new ERP system was implemented to require an increased level of detail and documentation in connection with the receipt of goods and services. And when the new ERP system was implemented, the Company also increased the number and decentralized the persons responsible for receiving goods and services. Once the new ERP system was implemented, those responsible for receiving goods and services had to draw conclusions as to the achievement of the milestones required for receipt, and certain of those conclusions were incorrect, leading to instances of goods and services being expensed prior to the time the corresponding milestones by the vendors were achieved. The Company determined that these errors were limited to the identified interim periods of fiscal year 2024 during which the new ERP system was utilized and not to prior periods when the receipt of goods was processed under the Company’s legacy system. This determination was confirmed by Company management during the error assessment process. Error #2 – Cost Overruns in Excess of Not-to-Exceed Ceilings Subsequently, as disclosed by the Company on November 27, 2024 in its Current Report on Form 8-K/A, on November 25, 2024, the Company identified errors in its revenue recognition related to cost overruns that were not billable to the customer on certain deployments. Specifically, projects for one customer, Walmart, are structured either (a) as project cost and labor plus a fixed capital mark-up payment or (b) under what is referred to as a “not-to-exceed” ceiling for project cost and labor plus a fixed capital mark-up payment. For the projects with a “not-to-exceed” ceiling, the ceiling for the project is established when the statement of work for the project is signed. For these projects, costs below the ceiling are reimbursable by the customer and costs in excess of the ceiling are not reimbursable. The Company identified instances of projects with a “not-to-exceed” ceiling where costs in excess of the “not-to-exceed” ceiling had been included as amounts that would be billable to the customer and therefore included in the revenue available for recognition under our revenue policy described above, even though the excess amounts were not billed to the customer. This resulted in an overstatement of revenue for the second, third and fourth quarters of fiscal year 2024. As noted above, the errors in the Company’s revenue recognition related to cost overruns that are not billable related to certain projects for one customer, Walmart. As described on page 12 of the Form 10-K, the Company has worked with Walmart since 2015 and entered into a Master Automation Agreement with Walmart in 2017 to implement the Company’s system in 25 of Walmart’s 42 regional distribution centers. The Company amended and restated the Master Automation Agreement on May 20, 2022 (“Walmart MAA”) to implement its system in all of Walmart’s 42 regional distribution centers. The Walmart MAA is filed as Exhibit 10.14 to the Form 10-K. For each system under the Walmart MAA, Walmart pays Symbotic: • the cost of implementation, including the cost of material and labor, plus a specified net profit amount, subject in certain cases to a capped cost amount (i.e., a “not-to-exceed” ceiling); www.symbotic.com Page 4 • for software maintenance and support for a minimum of 15 years following preliminary acceptance of the system and with annual renewals thereafter; and • for spare parts. The initial term of the Walmart MAA expires on May 20, 2034, with annual renewals of the term thereafter. At any time, either party may terminate the Walmart MAA in the event of insolvency of the other party or a material breach of the other party that has not been cured. Walmart may also terminate the Walmart MAA at any time if Symbotic fails to meet certain performance standards or undergoes certain change of control transactions. The potential revenue from the contract when it was executed was $11.5 billion. The Company confirms that revenue from all of its projects, including those entered into prior to fiscal year 2024, have been accounted for using “over time revenue recognition” based on an input method, using a cost-to-cost measure of progress. The Company determined that the errors relating to the cost overruns that are not billable on certain deployments were limited to fiscal year 2024 because the projects with Walmart with such “not-to-exceed” ceilings were only first entered into during fiscal year 2023, during which such projects had a low percentage of completion and had not experienced cost overruns. The capped cost amounts on such projects were not exceeded until the second quarter of fiscal year 2024. *        *        * We appreciate the opportunity to respond to your comments. If you have further comments or questions, please do not hesitate to contact Robert W. Downes at (212) 558-4312 or at downesr@sullcrom.com. Sincerely, /s/ Carol Hibbard Carol Hibbard Chief Financial Officer cc:    Corey Dufresne     SVP & General Counsel     Robert W. Downes     Matthew B. Goodman     (Sullivan & Cromwell LLP). www.symbotic.com

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 April 17, 2025 VIA
EDGAR TRANSMISSION Kathleen Collins Division of
Corporation Finance Office of Technology Securities and
Exchange Commission 100 F. Street, N.E. Washington, D.C.
20549

 Re:
 Symbotic Inc.
 Form 10-K for the Fiscal Year Ended September 28, 2024 (“Form
 10-K”) File No. 001-37883
 Dear Ms. Collins: Symbotic Inc. (the “Company”)
confirms that is has received the comment letter of the staff of the Securities and Exchange Commission dated April 3, 2025 (the “Comment Letter”) relating to the Form 10-K filed by the Company
on December 4, 2024. The Company respectfully requests an extension and expects to respond to the comment in the Comment Letter on or before April 23, 2025.
 If you have any questions or require additional information, please do not hesitate to contact Robert W. Downes at (212)
 558-4312 or at downesr@sullcrom.com. Sincerely,
 /s/ Carol Hibbard Carol Hibbard
 Chief Financial Officer

 cc:
 Corey Dufresne
 SVP & General Counsel
 Robert W. Downes Matthew B.
Goodman (Sullivan & Cromwell LLP).

 Symbotic Inc.
 200 Research Drive | Wilmington, MA 01887
 Phone 978-284-2800 | www.symbotic.com

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 April 3, 2025

Carol Hibbard
Chief Financial Officer and Treasurer
Symbotic Inc.
200 Research Drive
Wilmington, MA 01887

 Re: Symbotic Inc.
 Form 10-K for the Fiscal Year Ended September 28, 2024
 File No. 001-37883
Dear Carol Hibbard:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe the
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

From 10-K for the Fiscal Year Ended September September 28, 2024
Note 3. Restatement of Previously Issued Unaudited Condensed Consolidated
Financial
Statements (Unaudited), page 88

1. We note you restated the financial statements for the quarters ended
December 31,
 2023, March 31, 2024 and June 30, 2024 due to errors related to the
timing of
 milestone achievements and cost overruns. Please describe further the
facts and
 circumstances surrounding these errors. Clarify whether these errors
relate to a
 specific customer agreement and if so, provide us with details of such
agreement (i.e.
 customer name, agreement date, term, amount, etc.). Also, explain in
detail how you
 determined that the errors were limited to fiscal 2024 such that prior
period financial
 statements were not impacted. In this regard, it appears revenue from
arrangements
 entered into prior to fiscal 2024 were also accounted for using a
cost-to-cost measure
 of progress.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.
 April 3, 2025
Page 2

 Please contact Kathleen Collins at 202-551-3499 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
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CORRESP

 [Symbotic Inc. Letterhead]

August 1, 2023

 Via EDGAR

Securities and Exchange Commission,

 Division of
Corporation Finance,

 100 F. Street, N.E.,

Washington, D.C. 20549.

Re:
 Acceleration Request for Symbotic Inc.

 Registration Statement on Form S-3 (File
No. 333-273383)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Symbotic Inc. (the
“Company”), hereby requests that the effective date of the Company’s Registration Statement on Form S-3, Registration Number 333-273383 (the
“Registration Statement”) be accelerated so that the Company’s Registration Statement will become effective at 4:00 PM, Eastern Daylight Time, on August 2, 2023, or as soon thereafter as practicable.

Since the Registration Statement is filed as a shelf registration statement under Rule 415 of the Securities Act, there are no underwriters in
connection with the registration and, therefore, no request for acceleration or consent by an underwriter has been filed herewith.

*  *  *

 It would be appreciated if, as soon as the Registration Statement is declared effective, you
would so inform Robert W. Downes at Sullivan & Cromwell LLP at (212) 558-4312 or via e-mail at downesr@sullcrom.com.

Very truly yours,

Symbotic Inc.

By:

/s/ Corey Dufresne

Name:

Corey Dufresne

Title:

Senior Vice President, General Counsel and Secretary

cc:
 Robert W. Downes

(Sullivan & Cromwell LLP)

United States securities and exchange commission logo
July 31, 2023
Richard Cohen
Chief Executive Officer
Symbotic Inc.
200 Research Drive
Wilmington, MA 01887
Re:Symbotic Inc.
Registration Statement on Form S-3
Filed July 24, 2023
File No. 333-273383
Dear Richard Cohen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Marion Graham, Staff Attorney, at (202) 551-6521 or Matthew Derby,
Legal Branch Chief, at (202) 551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
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CORRESP

 [Symbotic Inc. Letterhead]

July 27, 2022

 Via EDGAR

Securities and Exchange Commission,

 Division of Corporation
Finance,

 100 F. Street, N.E.,

 Washington, D.C. 20549.

Attention: Jeff Kauten

Re:
 Acceleration Request for Symbotic Inc.

Registration Statement on Form S-1 (File
No. 333-265906)

 Dear Mr. Kauten:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Symbotic Inc. (the “Company”) hereby requests that the effective
date of the Company’s Registration Statement on Form S-1, Registration Number 333-265906 (the “Registration Statement”), be accelerated so that the Registration Statement will become effective at 4:00 p.m., Eastern Daylight Time, on
Monday, August 1, 2022, or as soon as practicable thereafter.

 Please contact Robert W. Downes of Sullivan & Cromwell LLP via
telephone at (212) 558-4312 or via e-mail at downesr@sullcrom.com with any questions and please notify him when this request for acceleration has been granted.

*    *    *

Very truly yours,

/s/ Corey Dufresne

Name: Corey Dufresne

Title: General Counsel

cc:
 Robert W. Downes

(Sullivan & Cromwell LLP)

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Response Letter

125 Broad Street

 TELEPHONE:
1-212-558-4000

FACSIMILE:
1-212-558-3588

WWW.SULLCROM.COM

 New York, New York 10004-2498

_____________

LOS ANGELES • PALO ALTO • WASHINGTON, D.C.

BRUSSELS • FRANKFURT • LONDON • PARIS

BEIJING • HONG KONG • TOKYO

MELBOURNE • SYDNEY

 July 19,
2022

 VIA EDGAR TRANSMISSION

Jeff Kauten

 Josh Shainess

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Symbotic Inc.

Registration Statement on Form S-1

Filed June 29, 2022

File No. 333-265906

Dear Mr. Kauten:

 On behalf of Symbotic
Inc. (“Symbotic” or the “Company”), set forth below is the response to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) that were set forth in your letter dated July 12, 2022 (the “Comment Letter”) regarding our client’s Registration Statement on Form S-1, filed with the
Commission on June 29, 2022 (the “Registration Statement”). For your convenience, this letter is formatted to reproduce your comment in bold text followed by our response, and the numbered paragraphs of this letter correspond
to the numbered paragraphs of the Comment Letter.

 In addition, Symbotic has revised the Registration Statement in response to the
Staff’s comments and is filing concurrently with this letter an amendment to the Registration Statement (the “Amended Registration Statement”), which reflects these revisions and updates certain other information.

 Securities and Exchange Commission

July 19, 2022

 Page 2

 Registration Statement on Form S-1

Cover Page

1.
 Please disclose the price that the selling securityholders paid for the securities being registered for
resale.

 In response to the Staff’s comment, the Company has revised the cover page and also added the
disclosure appearing on pages 12 and 40 of the Amended Registration Statement.

2.
 We note the significant number of redemptions of your Class A common stock in connection with your
business combination and that the shares being registered for resale will constitute a considerable percentage of your public float. Highlight the significant negative impact sales of shares on this registration statement could have on the public
trading price of the Class A common stock.

 In response to the Staff’s comment, the Company has revised the
cover page and also added the disclosure appearing on pages 40 and 101 of the Amended Registration Statement.

 Future sales, or the perception of
future sales…, page 38

3.
 To illustrate the risk of the negative pressure potential sales of shares pursuant to this registration
statement could have on the public trading price of the Class A common stock, disclose the purchase price of the securities being registered for resale and the percentage that these shares currently represent of the total number of shares
outstanding.

 In response to the Staff’s comment, the Company has added the disclosure appearing on pages 40
through 41 and 101 of the Amended Registration Statement.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations
Company Overview, page 81

4.
 In light of the significant number of redemptions please expand your discussion of capital resources to
address any changes in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

 In response to the Staff’s comment, the Company has added the disclosure appearing on page 100 of the Amended
Registration Statement.

5.
 Please expand your discussion here to reflect the fact that this offering involves the potential sale of a
substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common stock. Your discussion should highlight the fact that SVF II SPAC Investment 3 (DE) LLC and Walmart Inc., beneficial
owners of 39.5% and 29.6% of your outstanding shares, respectively,

 -2-

 Securities and Exchange Commission

July 19, 2022

 Page 3

will be able to sell all of their shares for so long as the registration statement of which this prospectus forms a part is available for use.

In response to the Staff’s comment, the Company has added the disclosure appearing on pages 40 through 41 and 101 of the Amended
Registration Statement.

 General

6.
 Revise your prospectus to disclose the price that each selling securityholder paid for the shares being
registered for resale. Highlight any differences in the current trading price, the prices that the selling securityholders acquired their shares, and the price that the public securityholders acquired their shares. To the extent applicable, disclose
that while the selling securityholders may experience a positive rate of return based on the current trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in the
purchase prices and the current trading price. Please also disclose the potential profit the selling securityholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

In response to the Staff’s comment, the Company has revised the cover page and also added the disclosure appearing on pages 12, 40 through
41 and 99 101 of the Amended Registration Statement.

 *
*        *

 We appreciate the opportunity to respond to your comments. If you have further
comments or questions, you can reach me at (212) 558-4312 or at downesr@sullcrom.com.

Sincerely,

/s/ Robert W. Downes

 cc:    Michael Loparco

Thomas Ernst

 Corey C. Dufresne

 (Symbotic Inc.)

 George
Sampas

 Matthew B. Goodman

(Sullivan & Cromwell LLP)

 3

United States securities and exchange commission logo
July 12, 2022
Michael Loparco
Chief Executive Officer
Symbotic Inc.
200 Research Drive
Wilmington, MA 01887
Re:Symbotic Inc.
Registration Statement on Form S-1
Filed June 29, 2022
File No. 333-265906
Dear Mr. Loparco:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.Please disclose the price that the selling securityholders paid for the securities being
registered for resale.
2.We note the significant number of redemptions of your Class A common stock in
connection with your business combination and that the shares being registered for resale
will constitute a considerable percentage of your public float.  Highlight the significant
negative impact sales of shares on this registration statement could have on the public
trading price of the Class A common stock.

 FirstName LastNameMichael Loparco
 Comapany NameSymbotic Inc.
 July 12, 2022 Page 2
 FirstName LastName
Michael Loparco
Symbotic Inc.
July 12, 2022
Page 2
Future sales, or the perception of future sales..., page 38
3.To illustrate the risk of the negative pressure potential sales of shares pursuant to this
registration statement could have on the public trading price of the Class A common
stock, disclose the purchase price of the securities being registered for resale and the
percentage that these shares currently represent of the total number of shares outstanding.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Company Overview, page 81
4.In light of the significant number of redemptions please expand your discussion of capital
resources to address any changes in the company’s liquidity position since the business
combination. If the company is likely to have to seek additional capital, discuss the effect
of this offering on the company’s ability to raise additional capital.
5.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that SVF II SPAC Investment 3 (DE) LLC and Walmart Inc., beneficial
owners of 39.5% and 29.6% of your outstanding shares, respectively, will be able to sell
all of their shares for so long as the registration statement of which this prospectus forms a
part is available for use.
General
6.Revise your prospectus to disclose the price that each selling securityholder paid for the
shares being registered for resale. Highlight any differences in the current trading price,
the prices that the selling securityholders acquired their shares, and the price that the
public securityholders acquired their shares.  To the extent applicable, disclose that while
the selling securityholders may experience a positive rate of return based on the current
trading price, the public securityholders may not experience a similar rate of return on the
securities they purchased due to differences in the purchase prices and the current trading
price. Please also disclose the potential profit the selling securityholders will earn based
on the current trading price. Lastly, please include appropriate risk factor disclosure.

 FirstName LastNameMichael Loparco
 Comapany NameSymbotic Inc.
 July 12, 2022 Page 3
 FirstName LastName
Michael Loparco
Symbotic Inc.
July 12, 2022
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rule 461 regarding requests for acceleration.  Please allow adequate time for us
to review any amendment prior to the requested effective date of the registration statement.
            Please contact Jeff Kauten, Staff Attorney, at (202) 551-3447, or in his absence, Josh
Shainess, Legal Branch Chief, at (202) 551-7951, with any questions.  If you require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Matthew B. Goodman

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CORRESP

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

 New York, New York 10019-6064

(212) 373-3000

 (212) 492-0124

 May 9, 2022

VIA EDGAR

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, DC 20549

Attention: Matthew Derby

                 Joshua Shainess

                 Division of Corporate Finance Office of Technology

SVF Investment Corp. 3

Amendment No. 4 to Registration Statement on Form S-4 (File
No. 333-262529)

 Ladies and Gentlemen:

On behalf of our client, SVF Investment Corp. 3, a Cayman Islands corporation, we hereby request that the effective date of the
above-referenced Amendment No. 4 to Registration Statement on Form S-4 be accelerated to May 9, 2022 at 4:00 p.m. New York City time or as soon thereafter as may be practicable.

 2

 If you have any questions regarding the foregoing, please contact me at 212-373-3124.

 Very truly yours,

 /s/ David S. Huntington

 David S. Huntington

cc:
 Paul Weiss, Rifkind, Wharton & Garrison LLP

    David S. Huntington

    Jeffrey D. Marell

    Austin S. Pollet

Warehouse Technologies LLC

    Corey C. Dufresne

Sullivan & Cromwell LLP

    Robert W. Downes

    George J. Sampas

    Matthew B. Goodman

CORRESP
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CORRESP

 May 6, 2022

CONFIDENTIAL

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:         Matthew Derby

     Joshua Shainess

    Division of Corporate Finance

    Office of Technology

SVF Investment Corp. 3

Amendment No. 2 to Registration Statement on Form S-4

Filed April 22, 2022

File No. 333-262529

Ladies and Gentlemen:

 On behalf of our client,
SVF Investment Corp. 3, a Cayman Islands exempted company (the “Registrant”), we are writing to respond to the comments set forth in the comment letter of the staff of the Securities and Exchange Commission (the “Staff”) dated
May 5, 2022 (the “Comment Letter”) relating to the above-referenced Registration Statement. The Registrant has also revised the Registration Statement in response to the Staff’s comments, and, concurrently with delivery of this
letter, filed with the Securities and Exchange Commission (the “Commission”) an amendment to the Registration Statement which reflects these revisions (“Amendment No. 3”).

To assist your review, set forth below in bold are the comments of the Staff contained in the Comment Letter and immediately below each
comment is the response of the Registrant with respect thereto or a statement identifying the location in the Registration Statement of the requested disclosure or revised disclosure. Please note that all references to page numbers in our responses
refer to the page numbers of Amendment No. 3 to the above-referenced Registration Statement. Capitalized terms used but not defined herein have the meanings ascribed to such terms in Amendment No. 3.

Notes to Unaudited Pro Forma Condensed Combined Financial Information Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Financial
Information, page 96

1.
 Please revise pro forma adjustment K to clarify how you determined that noncontrolling interests qualify for
equity classification as indicated in your response to prior comment 7 and comment 23 in your letter dated March 23, 2022.

Response to Comment 1

 In
response to the Staff’s comment, the Registrant has revised its disclosure on page 97 of Amendment No. 3.

 Securities and Exchange Commission

May 6, 2022

 Page 2

 Symbotic’s Management Discussion and Analysis of Financial Condition and Results of Operations,
page 189

2.
 We note your disclosure revisions in response to prior comment 10. Please revise to quantify the changes in
actual headcount between reported periods that contributed to the increase in the various expense line items.

Response to Comment 2

 In
response to the Staff’s comment, the Registrant has revised its disclosure on pages 196, 199, 200 and 202 of Amendment No. 3.

 General

3.
 Please refer to prior comment 19. Please revise to also disclose the actual exchange ratio of Interim
Symbotic Common Units to be issued in exchange for Warehouse Units that results from the formula disclosed.

Response to Comment 3

 The
Registrant acknowledges the Staff’s comment and respectfully advises the Staff that the number of Interim Symbotic Common Units that each holder of Warehouse Units will receive pursuant to the Company Merger Agreement is not based on an
exchange ratio of Interim Symbotic Common Units to be issued in exchange for Warehouse Units, but rather a relatively complex distribution waterfall pursuant to the Warehouse LLCA. According to the distribution waterfall, unitholders have
preferences to the distribution based on the class of Warehouse Units that they hold, and certain units are additionally subject to hurdle values. A discussion of the liquidation rights of different classes of Warehouse Units and the impact of
hurdle values is set forth on pages F-57 and F-58 of Amendment No. 3.

 The Registrant advises the Staff that it will provide the
Staff, on a confidential basis under separate cover, a copy of the Warehouse LLCA and the distribution waterfall as of the most recent date practicable.

****

 If the Staff has any
questions concerning this response letter or requires further information, please do not hesitate to contact the undersigned at (212) 373-3124, Jeffrey D. Marell at (212)
373-3105 or Austin S. Pollet at (628) 432-5118.

Very truly yours,

 /s/ David S. Huntington

David S. Huntington

cc:

 Securities and Exchange Commission

Rebekah Lindsey

 Kathleen
Collins

 SVF Investment Corp. 3

Ioannis Pipilis

 Navneet
Govil

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

Jeffrey D. Marell

 Austin
S. Pollet

United States securities and exchange commission logo
May 5, 2022
Ioannis Pipilis
Chief Executive Officer
SVF Investment Corp. 3
1 Circle Star Way
San Carlos CA, 94070
Re:SVF Investment Corp. 3
Amendment No. 2 to Registration Statement on Form S-4
Filed April 22, 2022
File No. 333-262529
Dear Mr. Pipilis:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we
note otherwise, our references to prior comments are to comments in our April 14, 2022 letter.
Amendment No. 2 to Registration Statement filed on Form S-4
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information, page
96
1.Please revise pro forma adjustment K to clarify how you determined that noncontrolling
interests qualify for equity classification as indicated in your response to prior comment 7
and comment 23 in your letter dated March 23, 2022.
Symbotic's Management Discussion and Analysis of Financial Condition and Results of
Operations, page 189
2.We note your disclosure revisions in response to prior comment 10.   Please revise to

 FirstName LastNameIoannis Pipilis
 Comapany NameSVF Investment Corp. 3
 May 5, 2022 Page 2
 FirstName LastName
Ioannis Pipilis
SVF Investment Corp. 3
May 5, 2022
Page 2
quantify the changes in actual headcount between reported periods that contributed to the
increase in the various expense line items.
General
3.Please refer to prior comment 19.  Please revise to also disclose the actual exchange ratio
of Interim Symbotic Common Units to be issued in exchange for Warehouse Units that
results from the formula disclosed.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Rebekah Lindsey, Senior Staff Accountant, at (202) 551-3303 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters.  Please contact Matthew Derby, Staff
Attorney at (202) 551-3334 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
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filename1.htm

CORRESP

 April 22, 2022

CONFIDENTIAL

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:
             Matthew Derby

  Joshua Shainess

  Division of Corporate Finance

  Office of Technology

SVF Investment Corp. 3

Amendment No. 1 to Registration Statement on Form S-4

Filed March 23, 2022

File No. 333-262529

Ladies and Gentlemen:

 On behalf of our client,
SVF Investment Corp. 3, a Cayman Islands exempted company (the “Registrant”), we are writing to respond to the comments set forth in the comment letter of the staff of the Securities and Exchange Commission (the
“Staff”) dated April 14, 2022 (the “Comment Letter”) relating to the above-referenced Registration Statement. The Registrant has also revised the Registration Statement in response to the Staff’s comments,
and, concurrently with delivery of this letter, filed with the Securities and Exchange Commission (the “Commission”) an amendment to the Registration Statement which reflects these revisions (“Amendment
No. 2”).

 To assist your review, set forth below in bold are the comments of the Staff contained in the
Comment Letter and immediately below each comment is the response of the Registrant with respect thereto or a statement identifying the location in the Registration Statement of the requested disclosure or revised disclosure. Please note that all
references to page numbers in our responses refer to the page numbers of Amendment No. 2 to the above-referenced Registration Statement. Capitalized terms used but not defined herein have the meanings ascribed to such terms in Amendment
No. 2.

 Cover Page

1.
 We note your response to prior comment 1. Please revise to identify the controlling shareholders or group
with specificity.

 Response to Comment 1

The Registrant acknowledges the Staff’s comment and respectfully advises the Staff that the Post-Combination Company will not be eligible
to take advantage of the “controlled company” exception to the corporate governance rules for publicly traded companies. According to Nasdaq Listing Rule 5615(c) and
IM-5615-5, a “controlled company” is a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or
another company. For a group to exist, the shareholders must have filed a notice that they are acting as a group (e.g., a Schedule 13D). Following the Closing, none of the Symbotic Founder, certain family members of the Symbotic Founder or
certain affiliated entities or trusts of the Symbotic Founder or his family members will individually hold over 50% of such voting power, and such persons do not intend to file any notice that they are acting as a group. The Registrant has revised
its disclosure in the Letter to SVF 3 Shareholders on the Cover Page and on page 80 of Amendment No. 2 accordingly.

 Securities and Exchange Commission

April 22, 2022

  Page
 2

 Prospectus Summary; The Business Combination and the Merger Agreement, page 1

2.
 Revise to state that one of the primary reasons for using the Up-C
structure is to allow the holders of New Symbotic Holdings Common Units to retain the tax benefits of owning interests in a pass-through entity while also being able to access public markets. Highlight that such benefits will accrue only to those
holders and not the public shareholders, and address the conflicts of interest between certain parties as a result of using this structure.

Response to Comment 2

 In
response to the Staff’s comment, the Registrant has revised its disclosure on pages xviii, 1 and 60 of Amendment No. 2.

 Transaction
Summary, page 3

3.
 Disclosure on page 4 explains that following the Business Combination, all investors other than current
Warehouse unitholders will hold their economic interests through Symbotic Inc. The diagram on page 3 showing the structure of the Post-Combination Company immediately following the closing of the Business Combination is inconsistent with this
disclosure. Please revise the diagram and/or the narrative disclosure for clarity.

 Response to Comment 3

In response to the Staff’s comment, the Registrant has revised its disclosure on pages 2 to 3 and 225 to 226 of Amendment No. 2.

4.
 Revise the diagram and accompanying narrative disclosure to reflect both the economic and voting power
expected to be held by each group of securityholders.

 Response to Comment 4

In response to the Staff’s comment, the Registrant has revised its disclosure on pages 2 to 4 of Amendment No. 2.

Risk Factors; We depend heavily on principal customers, and therefore, our success is heavily dependent..., page 31

5.
 Please revise to further describe the restrictions placed by the Master Automation Agreement with Walmart on
your ability to sell or license your products and services to a certain customer. Disclose whether you believe there is a material impact to your business as a result, and include the term of such restrictions. In your response, please tell us the
name of such customer and explain further your reference to the customers’ affiliates or dedicated service providers. In addition, revise to clarify what is meant by Walmart’s board observation rights following the Business Combination and
explain the purpose of such rights.

 Response to Comment 5

The Registrant acknowledges the Staff’s comment and intends to file the Master Automation Agreement as an exhibit to, and further describe
such restrictions placed by the Master Automation Agreement (including the time period to which such restrictions apply) in, a future amendment to the Registration Statement. The Registrant and Symbotic further respectfully advise the Staff that,
pursuant to Item 601(b)(10)(iv), the Registrant intends to redact the name of the potential customer to which Symbotic is restricted by the Master Automation Agreement from selling or licensing products as the Registrant and Symbotic believe that
such information is both (i) not material and (ii) the type of information that Symbotic treats as private and confidential. Specifically, the Registrant and Symbotic do not believe there is a material impact to Symbotic’s business as
a result of the restrictions, given the large estimated size of Symbotic’s strategically addressed market and total addressable market, as further discussed on page 180 of Amendment No. 2, which do not include the potential addressable
market that is attributable to such potential customer. If requested by the Staff, the Registrant will provide on a supplemental basis an unredacted copy of the Master Automation Agreement, when filed, and will inform the Staff of the name of such
potential customer at the time of filing.

 Securities and Exchange Commission

April 22, 2022

  Page
 3

 The Registrant further informs the Staff that, pursuant to agreements between Walmart and
Warehouse, Walmart may have, subject to certain conditions and limitations, the right to designate an employee to attend meetings of the board of directors of the Registrant in a nonvoting observer capacity. The Registrant intends to describe such
board observation rights in a future amendment to the Registration Statement.

 Unaudited Pro Forma Condensed Combined Financial Information, page 83

6.
 We note from your response to prior comment 22 that the reference to “maximum redemption” scenario
here differs from similar references in the forepart of the filing, which assume all public shares are redeemed (net of 112,500 shares purchased by SVF 3’s directors and officers). Please consider revising your reference to maximum redemption
here so as to avoid any confusion with similar references elsewhere in the filing.

 Response to Comment 6

In response to the Staff’s comment, the Registrant has revised the references from “Maximum Redemption” scenario to
“Redemptions to Minimum Cash Condition” scenario on page 88 and throughout the section titled “Unaudited Pro Forma Condensed Combined Financial Information” of Amendment No. 2.

Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 94

7.
 Please refer to prior comment 23. Please confirm specifically if the board of directors determines the
method of settlement when a unit is redeemed. If not, clarify who does. Tell us how you concluded that the requirement to seek approval by majority shareholder vote, excluding any shares held by holders of New Symbotic Holdings Common Units or
Affiliates, ensures that the issuer controls whether to settle unit redemption requests in cash or shares. In this regard, we note that the unitholders control the majority voting and appointment of directors of the Post-Combination Company and the
remaining shareholders vote to approve the settlement method. Thus, it would appear that control over the settlement method is retained by both the unitholders and shareholders of the issuer and not the issuer itself. Lastly, to the extent units are
settled in cash, please clarify whether payment will be from current cash or assets on hand at the time or explain whether the terms of the agreements specify the source of any cash settlement.

Response to Comment 7

 The
Registrant acknowledges the Staff’s comment and has agreed to amend the form of New Symbotic Holdings LLC Agreement such that any cash settlement will be paid solely from the proceeds of a secondary offering by the Registrant. Specifically, the
Registrant will modify Section 11.01(b) of the New Symbotic Holdings LLC Agreement to remove the shareholder vote on cash settlement of units and add a limitation to the cash used in cash settlements of units to cash raised from offerings of Class A
Common Stock.

 The Registrant has evaluated the new provision under permanent equity classification guidance from prior Staff statements
below, as well as the criteria of paragraph ASC 815-40-25-10 on whether the Registrant could always control whether a redemption is settled in cash or equity. The Staff has previously stated that permanent equity classification is acceptable in
circumstances where the issuer has an unconditional right, coupled with present intent and the ability to satisfy the redemption by exchanging the redeemable security for a permanent equity security (considering the requirements of ASC 815-40-25 to
ensure that the issuer has the ability to settle in shares) or limiting the redemption to the cash proceeds to be received from a new permanent equity offering, with appropriate disclosure.

In this case, even if the Post-Combination Company was inclined to settle a redemption request in cash, the cash delivered in the exchange is
limited by the cash proceeds to be received from a new permanent equity offering through the issuance of Class A Common Stock in accordance with the revised Section 11.01(b) of the New Symbotic Holdings LLC Agreement. As there is no scenario outside
of the Post-Combination Company’s control that may result in settlement of the noncontrolling interest in cash in excess of cash proceeds to be received from a new permanent equity offering, the Registrant believes that the noncontrolling
interest should be classified as permanent equity, as a cash settlement would in no circumstances result in the use or delivery of existing cash or other assets of the Registrant.

 Securities and Exchange Commission

April 22, 2022

  Page
 4

 Purchases of SVF 3 Shares, page 108

8.
 We note your disclosure that SVF 3 will file a Current Report on Form
8-K to disclose arrangements entered into or significant purchases made by the Sponsor, Warehouse and/or their respective affiliates that would affect the vote on the Business Combination Proposal or the
satisfaction of any closing conditions. Please confirm that you intend to provide investors with sufficient notice of any such arrangements in advance of the extraordinary general meeting. Additionally, revise to confirm that any arrangements
entered into by SVF 3 (as opposed to just the Sponsor) will be subject to such disclosure. Finally, to the extent the parties are currently in discussions or are considering arrangements to protect certain investors against potential loss in value
of their shares, provide detailed disclosure of the implications of such arrangements to the public shareholders.

Response to Comment 8

 The
Registrant advises the Staff that it will provide investors with sufficient notice of any arrangements entered into or significant purchases made by the Sponsor, Warehouse and/or their respective affiliates that would affect the vote on the Business
Combination Proposal or the satisfaction of any closing conditions in advance of the extraordinary general meeting. The parties are not currently in discussions or considering arrangements to protect certain investors against potential loss in value
of their shares. In response to the Staff’s comment, the Registrant has revised its disclosure on page 109 of Amendment No. 2.

Symbotic’s Management Discussion and Analysis of Financial Condition and Results of Operations, page 187

9.
 You attribute the growth in systems revenue for each period presented to the acceptance of certain warehouse
automation systems and the commencement of other systems. As it appears that the majority of your revenue growth is from one customer, please revise to indicate as such and include a discussion of the arrangement with such customer and when you
anticipate delivery of the remaining deliverables. To the extent you do not anticipate that this revenue growth trend will continue or if you expect material fluctuations in suchtrend, please revise to discuss. Refer to Item 303(b) of Regulation S-K.

 Response to Comment 9

In response to the Staff’s comment, the Registrant has revised its disclosure on pages 193 and pages 197 and 198 of Amendment No. 2.

10.
 You refer to the increase in headcount as a contributor to the increase in various expense line items.
Please revise to disclose the specific changes in, and additions to, headcount that contributed to the increase in each expense.

Response to Comment 10

 In
response to the Staff’s comment, the Registrant has revised its disclosure on pages 195, 199 and 201 of Amendment No. 2.

 Securities and Exchange Commission

April 22, 2022

  Page
 5

 Unaudited Prospective Financial Information of Symbotic, page 231

11.
 We note your response to prior comment 29. Please revise to quantify each of the listed operational
assumptions. For example, quantify the amount of revenue generating system sales that is assumed will result from your ongoing discussions with several new prospective customers.

Response to Comment 11

 In
response to the Staff’s comment, the Registrant has revised its disclosure on page 234 of Amendment No. 2.

12.
 We note that your March 10, 2022 Investor Presentation, attached as Exhibit 99.1 to your Form 425,
contains financial projections that differ from those set forth in the registration statement. With a view toward revised disclosure, please tell us who prepared these financial projections, why they were prepared, and what consideration was given
to disclosing these projections in the registration statement.

 Response to Comment 12

The Registrant acknowledges the Staff’s comment and respectfully advises the Staff that the only difference between the March 10,
2022 Investor Presentation and the financial projections on page 234 of Amendment No. 2 is that the March 10, 2022 Investor Presentation reflects actual instead of estimated revenue, gross profit and adjusted EBITDA for fiscal year 2021.
The actual revenue and gross profit for fiscal year 2021 are disclosed on page 188 of Amendment No. 2, and the actual adjusted EBITDA for fiscal year 2021 is disclosed on page 204 of Amendment No. 2. The section titled “Unaudited
Prospective Financial Information of Symbotic” discloses information that Warehouse’s management prepared and provided to Warehouse’s board of ma

United States securities and exchange commission logo
April 14, 2022
Ioannis Pipilis
Chief Executive Officer
SVF Investment Corp. 3
1 Circle Star Way
San Carlos CA, 94070
Re:SVF Investment Corp. 3
Amendment No. 1 to Registration Statement on Form S-4
Filed March 23, 2022
File No. 333-262529
Dear Mr. Pipilis:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 3, 2022 letter.
Amendment No. 1 to Form S-4
Cover Page
1.We note your response to prior comment 1.  Please revise to identify the controlling
shareholders or group with specificity.

 FirstName LastNameIoannis Pipilis
 Comapany NameSVF Investment Corp. 3
 April 14, 2022 Page 2
 FirstName LastName
Ioannis Pipilis
SVF Investment Corp. 3
April 14, 2022
Page 2
Prospectus Summary
The Business Combination and the Merger Agreement, page 1
2.Revise to state that one of the primary reasons for using the Up-C structure is to allow
the holders of New Symbotic Holdings Common Units to retain the tax benefits of owning
interests in a pass-through entity while also being able to access public markets.  Highlight
that such benefits will accrue only to those holders and not the public shareholders, and
address the conflicts of interest between certain parties as a result of using this structure.
Transaction Summary, page 3
3.Disclosure on page 4 explains that following the Business Combination, all investors other
than current Warehouse unitholders will hold their economic interests through Symbotic
Inc.  The diagram on page 3 showing the structure of the Post-Combination Company
immediately following the closing of the Business Combination is inconsistent with this
disclosure.  Please revise the diagram and/or the narrative disclosure for clarity.
4.Revise the diagram and accompanying narrative disclosure to reflect both the economic
and voting power expected to be held by each group of securityholders.
Risk Factors
We depend heavily on principal customers, and therefore, our success is heavily dependent...,
page 31
5.Please revise to further describe the restrictions placed by the Master Automation
Agreement with Walmart on your ability to sell or license your products and services to a
certain customer.  Disclose whether you believe there is a material impact to your business
as a result, and include the term of such restrictions.  In your response, please tell us the
name of such customer and explain further your reference to the customers' affiliates or
dedicated service providers.  In addition, revise to clarify what is meant by Walmart's
board observation rights following the Business Combination and explain the purpose of
such rights.
Unaudited Pro Forma Condensed Combined Financial Information, page 83
6.We note from your response to prior comment 22 that the reference to "maximum
redemption" scenario here differs from similar references in the forepart of the filing,
which assume all public shares are redeemed (net of 112,500 shares purchased by SVF 3's
directors and officers).  Please consider revising your reference to maximum redemption
here so as to avoid any confusion with similar references elsewhere in the filing.
Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 94
7.Please refer to prior comment 23.  Please confirm specifically if the board of directors
determines the method of settlement when a unit is redeemed.  If not, clarify who does.
Tell us how you concluded that the requirement to seek approval by majority shareholder

 FirstName LastNameIoannis Pipilis
 Comapany NameSVF Investment Corp. 3
 April 14, 2022 Page 3
 FirstName LastNameIoannis Pipilis
SVF Investment Corp. 3
April 14, 2022
Page 3
vote, excluding any shares held by holders of New Symbotic Holdings Common Units or
Affiliates, ensures that the issuer controls whether to settle unit redemption requests in
cash or shares.  In this regard, we note that the unitholders control the majority voting and
appointment of directors of the Post-Combination Company and the remaining
shareholders vote to approve the settlement method.  Thus, it would appear that control
over the settlement method is retained by both the unitholders and shareholders of the
issuer and not the issuer itself.  Lastly, to the extent units are settled in cash, please clarify
whether payment will be from current cash or assets on hand at the time or explain
whether the terms of the agreements specify the source of any cash settlement.
Purchases of SVF 3 Shares, page 108
8.We note your disclosure that SVF 3 will file a Current Report on Form 8-K to disclose
arrangements entered into or significant purchases made by the Sponsor, Warehouse
and/or their respective affiliates that would affect the vote on the Business Combination
Proposal or the satisfaction of any closing conditions.  Please confirm that you intend to
provide investors with sufficient notice of any such arrangements in advance of the
extraordinary general meeting.  Additionally, revise to confirm that any arrangements
entered into by SVF 3 (as opposed to just the Sponsor) will be subject to such disclosure.
Finally, to the extent the parties are currently in discussions or are considering
arrangements to protect certain investors against potential loss in value of their shares,
provide detailed disclosure of the implications of such arrangements to the public
shareholders.
Symbotic's Management Discussion and Analysis of Financial Condition and Results of
Operations, page 187
9.You attribute the growth in systems revenue for each period presented to the acceptance
of certain warehouse automation systems and the commencement of other systems.  As it
appears that the majority of your revenue growth is from one customer, please revise to
indicate as such and include a discussion of the arrangement with such customer and when
you anticipate delivery of the remaining deliverables.  To the extent you do not anticipate
that this revenue growth trend will continue or if you expect material fluctuations in such
trend, please revise to discuss.  Refer to Item 303(b) of Regulation S-K.
10.You refer to the increase in headcount as a contributor to the increase in various expense
line items. Please revise to disclose the specific changes in, and additions to, headcount
that contributed to the increase in each expense.
Unaudited Prospective Financial Information of Symbotic, page 231
11.We note your response to prior comment 29.  Please revise to quantify each of the
listed operational assumptions.  For example, quantify the amount of revenue generating
system sales that is assumed will result from your ongoing discussions with several new
prospective customers.

 FirstName LastNameIoannis Pipilis
 Comapany NameSVF Investment Corp. 3
 April 14, 2022 Page 4
 FirstName LastName
Ioannis Pipilis
SVF Investment Corp. 3
April 14, 2022
Page 4
12.We note that your March 10, 2022 Investor Presentation, attached as Exhibit 99.1 to your
Form 425, contains financial projections that differ from those set forth in the registration
statement.  With a view toward revised disclosure, please tell us who prepared these
financial projections, why they were prepared, and what consideration was given to
disclosing these projections in the registration statement.
Material U.S. Federal Income Tax Consequences
Consequences of the Domestication to U.S. HoldersF Reorganization, page 274
13.Given tax counsel's opinion that the Domestication "should" qualify as a tax-
free reorganization within the meaning of Section 368(a)(l)(F) of the Code, please provide
supplemental disclosure describing the degree of uncertainty.  Additionally, expand your
risk factor disclosure on page 57 cautioning that the Domestication "may result in adverse
tax consequences for holders of SVF 3 ordinary shares" to describe the actual
consequences if the Domestication does not receive the intended tax treatment.
Certain Relationships and Related Party Transactions, page 297
14.Please provide us with your legal analysis as to why Walmart, Inc. is not a related party
and why corresponding disclosure under Item 404(a) is not required.  Your analysis
should address Walmart's current security holdings of Symbotic, Walmart's
expected security ownership in the post-combination company, Walmart's expected board
observation rights, and Symbotic's dependency on Walmart.
Unaudited Interim Financial Statements of Warehouse Technologies LLC and Subsidiaries
Note 3. Revenue, page F-28
15.We note your response to prior comment 32.  Please revise, here and on page F-50, to
explain how the timing of satisfaction of your performance obligations relates to the
typical timing of payment and the effect that those factors have on the contract asset and
the contract liability balances.  Refer to ASC 606-10-50-9.
16.We note your response and disclosure revisions to prior comment 36.  It is unclear how
disclosure that 92% of your revenue will be recognized over the next 8 years complies
with ASC 606-10-50-13.  In this regard, you disclose in your revenue forecasts that your
existing $5.4 billion backlog is non-changeable with scheduled orders.  As such, please
revise to quantify your remaining performance obligations using time bands that are
more meaningful and appropriate to inform a reader of when you expect to recognize
revenue for your remaining performance obligations.  Also, please revise to disclose, both
here and on page 180, that a substantial majority of your remaining performance
obligations consist primarily of one customer as stated in your response.

 FirstName LastNameIoannis Pipilis
 Comapany NameSVF Investment Corp. 3
 April 14, 2022 Page 5
 FirstName LastName
Ioannis Pipilis
SVF Investment Corp. 3
April 14, 2022
Page 5
Audited Consolidated Financial Statements of Warehouse Technologies LLC and Subsidiaries
Note 2. Summary of Significant Accounting Policies
Concentrations of Credit Risk and Significant Customers, page F-45
17.We note your response to prior comment 33.  Please note that ASC 275-10-50-
18(a) requires disclosure of all concentrations relating to the volume of business
transacted with a particular customer that meets the criteria of ASC 275-10-50-16.
Therefore, revise to provide disclosure of the concentration of counterparties existing in
your accounts receivable separately for each customer.  Also, if true, revise to clarify that
the Company is not aware of any specific event or circumstance that would result in a
material adverse impact to the results of operations as well as your liquidity and financial
condition.
Revenue Recognition, page F-45
18.We note your response to prior comment 34 and the related disclosure revisions.  Please
address the following:
•Tell us the amount or percentage of revenue from term based licenses.  Revise to
disclose the amount of revenue from term based licenses or state that revenue from
such licenses is immaterial.
•Disclosure on page 180 indicates that you charge an annual software and support
subscription fee that is required to use the Symbotic system and that your system
consists of three parts: the initial system, annual software license subscription and
ongoing support services.  Please revise to reconcile this disclosure to the information
in your response and revised revenue policy disclosure.
•On page 179, you disclose that you intend to expand your product suite to increase
your potential value to existing customers and to attract new customers.  Please tell us
and revise to disclose whether these future products are included in your support and
maintenance arrangements. If so, tell us how you considered the impact of this
obligation on your allocation of transaction price and timing of revenue recognition.
•Disclose the typical term of the technical support, update and upgrades agreement as
indicated in your response.
General
19.Please refer to prior comment 39.  Please revise to also disclose the exchange ratio of
Interim Symbotic Common Units to be issued in exchange for Warehouse Units.

 FirstName LastNameIoannis Pipilis
 Comapany NameSVF Investment Corp. 3
 April 14, 2022 Page 6
 FirstName LastName
Ioannis Pipilis
SVF Investment Corp. 3
April 14, 2022
Page 6
            You may contact Rebekah Lindsey, Senior Staff Accountant, at (202) 551-3303 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the financial statements and related matters. Please contact Matthew Derby, Staff
Attorney, at (202) 551-3334 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

CORRESP

 March 23, 2022

CONFIDENTIAL

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:

Matthew Derby

 Joshua Shainess

 Division of Corporate
Finance

 Office of Technology

 SVF Investment Corp. 3

Registration Statement on Form S-4

Filed February 4, 2022

File No. 333-262529

Ladies and Gentlemen:

 On behalf of our client,
SVF Investment Corp. 3, a Cayman Islands exempted company (the “Registrant”), we are writing to respond to the comments set forth in the comment letter of the staff of the Securities and Exchange Commission (the
“Staff”) dated March 3, 2022 (the “Comment Letter”) relating to the above-referenced Registration Statement. The Registrant has also revised the Registration Statement in response to the Staff’s comments,
and, concurrently with delivery of this letter, filed with the Securities and Exchange Commission (the “Commission”) an amendment to the Registration Statement which reflects these revisions (“Amendment
No. 1”).

 To assist your review, set forth below in bold are the comments of the Staff contained in the
Comment Letter and immediately below each comment is the response of the Registrant with respect thereto or a statement identifying the location in the Registration Statement of the requested disclosure or revised disclosure. Please note that all
references to page numbers in our responses refer to the page numbers of Amendment No. 1 to the above-referenced Registration Statement. Capitalized terms used but not defined herein have the meanings ascribed to such terms in Amendment
No. 1.

 Cover Page

1.
 Please revise to highlight that the combined company will be a controlled company, identify the controlling
shareholders and the shareholders’ total voting power.

 Response to Comment 1

In response to the Staff’s comment, the Registrant has revised its disclosure on the cover page of Amendment No. 1.

2.
 We note that you have multiple classes of securities, including
Class V-3 common stock which has disparate voting rights from the Class A common stock. Please revise to disclose the post-business combination voting structure and quantify the voting power that the
Class V-3 common stock holders will have after the business combination. Additionally, revise your risk factor disclosure to addresses the risk that your capital structure may render your shares
ineligible for inclusion in certain stock market indices, which could adversely affect share price and liquidity.

 Securities and Exchange Commission

March 23, 2022

  Page
 2

 Response to Comment 2

In response to the Staff’s comment, the Registrant has revised its disclosure on the cover page and page 80 of Amendment No. 1.

What is an UP-C structure?, page xvii

3.
 In order to provide investors with a better understanding of the proposed corporate structure following the
business combination, explain the strategic rationale for implementing the up-C structure, including all material ways in which the structure benefits the company, certain groups of stockholders, and/or
related parties. Disclose how the transaction structure achieves the intended benefits, including the tax and liquidity benefits. Additionally, highlight the resulting conflicts of interest related to such benefits here and in the Risk Factors
section.

 Response to Comment 3

In response to the Staff’s comment, the Registrant has revised its disclosure on pages xvii to xviii and 59 of Amendment No. 1.

Do I Have Redemption Rights?, page xviii

4.
 Revise your disclosure to show the potential impact of redemptions on the per share value of shares owned by
non-redeeming shareholders by including a sensitivity analysis showing a range of interim redemption scenarios.

Response to Comment 4

 In
response to the Staff’s comment, the Registrant has revised its disclosure on page xix of Amendment No. 1.

5.
 It appears that underwriting fees remain constant and are not adjusted based on redemptions. Please revise
to disclose the effective underwriting fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related to dilution.

Response to Comment 5

 In
response to the Staff’s comment, the Registrant has revised its disclosure on page xix of Amendment No. 1.

 What are the U.S. Federal
Income Tax Consequences of the Domestication?, page xxv

6.
 We note it is intended that the Domestication qualify as an F Reorganization for U.S. federal income tax
purposes. Please include a tax opinion from counsel for this and the other material federal tax consequences. Given your representation that there is an absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to a
statutory conversion of a corporation holding only investment-type assets such as SVF 3, the tax opinion should address the degree of uncertainty, state the key factors used in the analysis, and discuss the risks to investors of the uncertain tax
treatment.

 Response to Comment 6

In response to the Staff’s comment, the Registrant has filed an opinion of counsel as Exhibit 8.1 to Amendment No. 1 and revised its
disclosure on page 275 of Amendment No. 1.

 Securities and Exchange Commission

March 23, 2022

  Page
 3

 Do any of SVF 3’s directors or officers have interests in the business combination that may differ
from..., page xxvii

7.
 Provide a summary here of the material interests that SVF 3’s directors and officers have that are
different from those of the public shareholders.

 Response to Comment 7

In response to the Staff’s comment, the Registrant has revised its disclosure on pages xxviii to xxx of Amendment No. 1.

Summary, page 1

8.
 With a view toward facilitating investor understanding of your complex corporate structure, please include
here the post-combination diagram of your corporate structure provided on page 207-208. Additionally, revise the diagram so that the text is legible.

Response to Comment 8

 In
response to the Staff’s comment, the Registrant has revised its disclosure on pages 2 to 3 and 222 to 224 of Amendment No. 1.

 Merger
Consideration, page 2

9.
 We note that The Symbotic Founder, certain family members of the Symbotic Founder and certain affiliated
entities and trusts of the Symbotic Founder and his family members will receive a number of shares of the Post-Combination Company’s Class V-3 common stock in exchange for payment by such holder to
the Post-Combination Company of adequate consideration. We note a similar arrangement for the other holders of Interim Symbotic Common Units. Explain in plain English the rationale for and effect of these arrangements.

Response to Comment 9

 In
response to the Staff’s comment, the Registrant has revised its disclosure on pages 4 and 255 to 256 of Amendment No. 1.

10.
 We note that the Post-Combination Company’s Class V-3
common stock will convert to Class V-1 common stock upon the occurrence of certain sunset events, including an automatic conversion. Revise to specify each sunset event that would trigger conversion.

 Response to Comment 10

In response to the Staff’s comment, the Registrant has revised its disclosure on pages 5 and 256 of Amendment No. 1.

SVF 3’s Directors and Executive Officers Have Financial Interests in the Business Combination, page 6

11.
 Please quantify the aggregate dollar amount and describe the nature of what the sponsor and its affiliates
have at risk that depends on completion of a business combination. Include the current value of securities held, loans extended, fees due, and out-of-pocket expenses for
which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the company’s officers and directors, if material.

 Securities and Exchange Commission

March 23, 2022

  Page
 4

 Response to Comment 11

In response to the Staff’s comment, the Registrant has revised its disclosure on pages xxx, 11, 104 and 250 of Amendment No. 1.

12.
 Please clarify if the sponsor and its affiliates can earn a positive rate of return on their investment,
even if other SPAC shareholders experience a negative rate of return in the post-business combination company.

Response to Comment 12

 In
response to the Staff’s comment, the Registrant has revised its disclosure on pages xxx, 11, 104 and 250 of Amendment No. 1.

13.
 Your bylaws waived the corporate opportunities doctrine. Please address this potential conflict of interest
and whether it impacted your search for an acquisition target.

 Response to Comment 13

In response to the Staff’s comment, the Registrant has revised its disclosure on pages xxviii, 9, 50, 102 and 249 of Amendment No. 1.

 Summary, page 7

14.
 We note that certain shareholders agreed to waive their redemption rights. Please describe any consideration
provided in exchange for this agreement.

 Response to Comment 14

The Registrant advises the Staff that the 112,500 Class A ordinary shares with respect to which redemption rights were waived are held by
the Registrant’s directors and officers. Such directors and officers waived their redemption rights pursuant to a letter agreement, dated March 8, 2021, by and among the Registrant, the Sponsor and the Registrant’s directors and
officers. No additional consideration was provided by the Registrant in exchange for the waiver of these redemption rights.

15.
 Please revise to disclose all possible sources and extent of dilution that shareholders who elect not to
redeem their shares may experience in connection with the business combination. Provide disclosure of the impact of each significant source of dilution, including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your sensitivity analysis, including any needed assumptions.

Response to Comment 15

 In
response to the Staff’s comment, the Registrant has revised its disclosure on page 7 of Amendment No. 1.

 Forward Purchase Agreement, page
15

16.
 We note that you entered into a Forward Purchase Agreement in connection with your initial public offering
and are conducting a concurrent PIPE financing with the business combination. Please highlight any material differences in the terms and price of securities issued at the time of the IPO as compared to private placements contemplated at the time of
the business combination.

 Securities and Exchange Commission

March 23, 2022

  Page
 5

 Response to Comment 16

The Registrant advises the Staff that the securities to be issued under the Forward Purchase Agreement and the Subscription Agreements will be
shares of Class A common stock following the Business Combination and will not have different terms or prices than the securities issued at the time of the SVF 3 IPO following the Business Combination, except for any such differences arising
from the restrictions on resale and the registration rights relating thereto as more fully described on page 296 of Amendment No. 1.

 We depend
heavily on principal customers..., page 27

17.
 Given Symbotic’s dependence on Walmart as a customer and the nature of Walmart’s investment in
Symbotic, file the amended Master Automation Agreement with Walmart as an exhibit to the registration statement.

Response to Comment 17

The Registrant acknowledges the Staff’s comment and intends to file the amended Master Automation Agreement with Walmart as an exhibit to
a future amendment to the Registration Statement.

 The Sponsor and SVF 3’s directors, officers and their affiliates may elect to purchase
Public Shares, which may influence a vote..., page 43

18.
 We note your disclosure that the Sponsor and SVF 3’s directors, officers or their affiliates may
purchase additional Public Shares in privately negotiated transactions or in the open market prior to the completion of the Business Combination. Please tell us how such purchases are consistent with the requirements of Rule 14e-5 under the Exchange Act.

 Response to Comment 18

In response to the Staff’s comment, the Registrant has revised its disclosure on pages 47 to 48 of Amendment No. 1.

Unaudited Pro Forma Condensed Combined Financial Information: Description of the Business Combination, page 78

19.
 Please revise to include a prominent statement that the accounting for the transaction is not complete.
Discuss the uncertainties affecting the pro forma financial information, the possible consequences of their resolution, and any other available information that will enable a reader to understand the magnitude of any potential adjustments to the
measurements depicted. Refer to Article 11-02(11)(ii)(B) of Regulation S-X.

Response to Comment 19

 In
response to the Staff’s comment, the Registrant has revised its disclosure on pages 84 and 95 of Amendment No. 1.

20.
 You disclose that the unit Repurchase Amount may range between $120 million and $300 million but
you currently expect it to be approximately $300 million. Please revise to explain your basis for the assumption of the repurchase amount. If different results could occur, revise to provide additional pro forma presentations which give effect
to the range of possible results. Refer to Item 11-02(a)(10) of Regulation S-X.

 Securities and Exchange Commission

March 23, 2022

  Page
 6

 Response to Comment 20

In response to the Staff’s comment, the Registrant has revised its disclosure on the cover page and pages vi, xiv, 4 and 84 of Amendment
No. 1.

21.
 We note that you have not included any pro forma adjustments related to the Tax Receivable Agreement. Please
include a quantified discussion, either in the introductory paragraphs or in the in the pro forma footnotes, of the potential payments due under the Tax Receivable Agreement assuming the exchange of all Units. Also, disclose the factors that may
impact such amounts, such as the market price of your stock at the time of exchange, the prevailing federal tax rate and whether the company has generated taxable income to realize the benefits from this Agreement.

Response to Comment 21

 In
response to the Staff’s comment, the Registrant has revised its disclosure on page 85 of Amendment No. 1.

 Basis of Pro Forma
Presentation, page 80

22.
 Your maximum redemption scenario is based on the maximum number of redemptions that may occur; however, the
amount of cash under that scenario will not meet the Minimum Cash Condition. You disclose elsewhere that neither you nor Warehouse has waived this condition and unless Warehouse and Symbotic Holdings elect to waive such condition, the Maximum
Redemptions scenario cannot occur. Please revise to disclose whether you or Warehouse intend to waive this condition and if not, disclose whether the business combination would be consummated. Describe any additional conditions or actions you would
have to take for the business combination to be consummated under the maximum redemption scenario. Lastly, revise the notes to the pro forma financials to show the impact on the pro forma financial statements under the various options available. If
neither party intends to waive this condition, please tell us why you are presenting the maximum redemption scenario assuming all shares have been redeemed. Refer to Article 11-02(a)(10) of Regulation S-X.

 Response to Comment 22

The Registrant advises the Staff that the redemptions scenarios contemplated in the Pro Forma Condensed Combined Financial Information
contemplate meeting the Minimum Cash Condition, whereas the information contained elsewhere in Amendment No. 1 assumes the redemption of all of the outstanding Public Shares except for the shares held by holders who are contractually prohibited
from redeeming their Public Shares. In response to the Staff’s comment, the Registrant has revised its disclosure on page 87 of Amendment No. 1.

Notes to Unaudited Pro Forma Condensed Combined Financial Informat

United States securities and exchange commission logo
March 3, 2022
Ioannis Pipilis
Chief Executive Officer
SVF Investment Corp. 3
1 Circle Star Way
San Carlos CA, 94070
Re:SVF Investment Corp. 3
Registration Statement on Form S-4
Filed February 4, 2022
File No. 333-262529
Dear Mr. Pipilis:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement filed on Form S-4
Cover Page
1.Please revise to highlight that the combined company will be a controlled company,
identify the controlling shareholders and the shareholders' total voting power.
2.We note that you have multiple classes of securities, including Class V-3 common stock
which has disparate voting rights from the Class A common stock.  Please revise to
disclose the post-business combination voting structure and quantify the voting power that
the Class V-3 common stock holders will have after the business combination.
Additionally, revise your risk factor disclosure to addresses the risk that your capital
structure may render your shares ineligible for inclusion in certain stock market indices,
which could adversely affect share price and liquidity.

 FirstName LastNameIoannis Pipilis
 Comapany NameSVF Investment Corp. 3
 March 3, 2022 Page 2
 FirstName LastName
Ioannis Pipilis
SVF Investment Corp. 3
March 3, 2022
Page 2
What is an UP-C structure?, page xvii
3.In order to provide investors with a better understanding of the proposed corporate
structure following the business combination, explain the strategic rationale for
implementing the up-C structure, including all material ways in which the structure
benefits the company, certain groups of stockholders, and/or related parties.  Disclose how
the transaction structure achieves the intended benefits, including the tax and liquidity
benefits.  Additionally, highlight the resulting conflicts of interest related to such benefits
here and in the Risk Factors section.
Do I Have Redemption Rights?, page xviii
4.Revise your disclosure to show the potential impact of redemptions on the per share value
of shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of interim redemption scenarios.
5.It appears that underwriting fees remain constant and are not adjusted based on
redemptions.  Please revise to disclose the effective underwriting fee on a percentage basis
for shares at each redemption level presented in your sensitivity analysis related to
dilution.
What are the U.S. Federal Income Tax Consequences of the Domestication?, page xxv
6.We note it is intended that the Domestication qualify as an F Reorganization for U.S.
federal income tax purposes.  Please include a tax opinion from counsel for this and the
other material federal tax consequences.  Given your representation that there is
an absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to a
statutory conversion of a corporation holding only investment-type assets such as SVF
3, the tax opinion should address the degree of uncertainty, state the key factors used in
the analysis, and discuss the risks to investors of the uncertain tax treatment.
Do any of SVF 3's directors or officers have interests in the business combination that may differ
from..., page xxvii
7.Provide a summary here of the material interests that SVF 3’s directors and officers have
that are different from those of the public shareholders.
Summary, page 1
8.With a view toward facilitating investor understanding of your complex corporate
structure, please include here the post-combination diagram of your corporate structure
provided on page 207-208.  Additionally, revise the diagram so that the text is legible.

 FirstName LastNameIoannis Pipilis
 Comapany NameSVF Investment Corp. 3
 March 3, 2022 Page 3
 FirstName LastName
Ioannis Pipilis
SVF Investment Corp. 3
March 3, 2022
Page 3
Merger Consideration, page 2
9.We note that The Symbotic Founder, certain family members of the Symbotic Founder
and certain affiliated entities and trusts of the Symbotic Founder and his family members
will receive a number of shares of the Post-Combination Company’s Class V-3 common
stock in exchange for payment by such holder to the Post-Combination Company of
adequate consideration.  We note a similar arrangement for the other holders of Interim
Symbotic Common Units.  Explain in plain English the rationale for and effect of these
arrangements.
10.We note that the Post-Combination Company’s Class V-3 common stock will convert to
Class V-1 common stock upon the occurrence of certain sunset events, including an
automatic conversion.  Revise to specify each sunset event that would trigger conversion.
SVF 3's Directors and Executive Officers Have Financial Interests in the Business Combination,
page 6
11.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide
similar disclosure for the company’s officers and directors, if material.
12.Please clarify if the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative rate of return in the
post-business combination company.
13.Your bylaws waived the corporate opportunities doctrine. Please address this potential
conflict of interest and whether it impacted your search for an acquisition target.
Summary, page 7
14.We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.
15.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.

 FirstName LastNameIoannis Pipilis
 Comapany NameSVF Investment Corp. 3
 March 3, 2022 Page 4
 FirstName LastName
Ioannis Pipilis
SVF Investment Corp. 3
March 3, 2022
Page 4
Forward Purchase Agreement, page 15
16.We note that you entered into a Forward Purchase Agreement in connection with your
initial public offering and are conducting a concurrent PIPE financing with the business
combination.  Please highlight any material differences in the terms and price of securities
issued at the time of the IPO as compared to private placements contemplated at the time
of the business combination.
We depend heavily on principal customers..., page 27
17.Given Symbotic's dependence on Walmart as a customer and the nature of Walmart's
investment in Symbotic, file the amended Master Automation Agreement with Walmart as
an exhibit to the registration statement.
The Sponsor and SVF 3's directors, officers and their affiliates may elect to purchase Public
Shares, which may influence a vote..., page 43
18.We note your disclosure that the Sponsor and SVF 3’s directors, officers or their affiliates
may purchase additional Public Shares in privately negotiated transactions or in the open
market prior to the completion of the Business Combination.  Please tell us how such
purchases are consistent with the requirements of Rule 14e-5 under the Exchange Act.
Unaudited Pro Forma Condensed Combined Financial Information
Description of the Business Combination, page 78
19.Please revise to include a prominent statement that the accounting for the transaction is
not complete.  Discuss the uncertainties affecting the pro forma financial information, the
possible consequences of their resolution, and any other available information that will
enable a reader to understand the magnitude of any potential adjustments to the
measurements depicted. Refer to Article 11-02(11)(ii)(B) of Regulation S-X.
20.You disclose that the unit Repurchase Amount may range between $120 million and $300
million but you currently expect it to be approximately $300 million.  Please revise to
explain your basis for the assumption of the repurchase amount.  If different results could
occur, revise to provide additional pro forma presentations which give effect to the range
of possible results.  Refer to Item 11-02(a)(10) of Regulation S-X.
21.We note that you have not included any pro forma adjustments related to
the Tax Receivable Agreement.  Please include a quantified discussion, either in the
introductory paragraphs or in the in the pro forma footnotes, of the potential payments due
under the Tax Receivable Agreement assuming the exchange of all Units.  Also, disclose
the factors that may impact such amounts, such as the market price of your stock at the
time of exchange, the prevailing federal tax rate and whether the company has generated
taxable income to realize the benefits from this Agreement.

 FirstName LastNameIoannis Pipilis
 Comapany NameSVF Investment Corp. 3
 March 3, 2022 Page 5
 FirstName LastName
Ioannis Pipilis
SVF Investment Corp. 3
March 3, 2022
Page 5
Basis of Pro Forma Presentation, page 80
22.Your maximum redemption scenario is based on the maximum number of redemptions
that may occur; however, the amount of cash under that scenario will not meet the
Minimum Cash Condition.  You disclose elsewhere that neither you nor Warehouse has
waived this condition and unless Warehouse and Symbotic Holdings elect to waive
such condition, the Maximum Redemptions scenario cannot occur.  Please revise to
disclose whether you or Warehouse intend to waive this condition and if not, disclose
whether the business combination would be consummated.  Describe any additional
conditions or actions you would have to take for the business combination to be
consummated under the maximum redemption scenario.  Lastly, revise the notes to the pro
forma financials to show the impact on the pro forma financial statements under the
various options available.  If neither party intends to waive this condition, please tell us
why you are presenting the maximum redemption scenario assuming all shares have been
redeemed. Refer to Article 11-02(a)(10) of Regulation S-X.
Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 86
23.We note from your disclosures on page 2 that the New Symbotic Holdings Common Units
may be redeemed for shares of Class A common stock or an equivalent amount of cash.
Please tell us how you considered the guidance in ASC 480-10-S99 to determine that your
contingently redeemable non-controlling interest should be classified as permanent equity
on your pro forma balance sheet.  Specifically address how you determined that
redemption of these units for cash is solely within the company's control.
24.We note your pro forma balance sheet assumes that investors in the Forward Purchase
Agreement have elected to purchase an additional 5.0 million shares for $50.0 million.
Please revise to clarify whether investors have committed to the additional purchase and if
not, revise the pro forma notes to explain the impact on the pro forma financial statements,
should the additional shares not be issued.
Purchases of SVF 3 Shares, page 100
25.We note your disclosure that SVF 3 or its affiliates may offer incentives to investors who
indicate they intend to vote against the business combination proposal.  Please revise to
more prominently discuss the ability of SVF 3 or its affiliates to ensure the business
combination is approved and the impact it could have on investors.  Additionally, in your
response letter, please tell us how you intend to disclose any such arrangements
in advance of the special meeting.

 FirstName LastNameIoannis Pipilis
 Comapany NameSVF Investment Corp. 3
 March 3, 2022 Page 6
 FirstName LastName
Ioannis Pipilis
SVF Investment Corp. 3
March 3, 2022
Page 6
Symbotic Platform Overview
Remaining Performance Obligations ("Backlog"), page 168
26.To provide context for the disclosure of your backlog, identify the customers that
constitute these remaining performance obligations and disclose the terms of the related
material contracts with these customers.  In this regard, we note that for the year
ended September 25, 2021, 95% of your revenue was derived from only two customers.
Given Symbotic's substantial dependence on these customers, please file the material
contracts with these two customers as exhibits to the registration statement pursuant to
Item 601(b)(10) of Regulation S-K.
Liquidity and Capital Resources, page 187
27.We note material increases in certain of your assets and liabilities during the year ended
September 25, 2021, such as your accounts receivable and deferred revenue.  In light of
these changes, please revise to include a more robust discussion of the underlying reasons
for changes in working capital items that affect operating cash flows. Refer to Section
IV.B.1 of SEC Release No. 33-8350.
28.Please disclose the minimum funding required to remain in business for at least the next
12 months, as well as the minimum number of months that you will be able to conduct
your planned operations using currently available capital resources. Refer to Item
303(a)(1) and (2) of Regulation S-K.
Unaudited Prospective Financial Information of Symbotic, page 215
29.Please revise to disclose each material assumption on which Symbotic’s management
based the forecasts, including but not limited to current customer expansion, new sales
opportunities, manufacturing and installation costs, and operating expenses.  Additionally,
specify the guaranteed minimums used for gross profits and disclose the basis for
assuming that key variable cost items would be absorbed by the customer.
Certain Relationships and Related Person Transactions-Symbotic
C&S Wholesale Grocers, page 280
30.Provide all disclosure required by Item 404 of Regulation S-K.  Disclose each transaction
among the related parties and quantify the dollar value for each such transaction.
Audited Consolidated Financial Statements of Warehouse Technologies LLC and Subsidiaries
Consolidated Statements of Operations , page F-36
31.We note you present a measure of gross profit on the face of your Consolidated
Statements of Operations. We further note that it appears all your amortization and
depreciation expense is currently classified within general and administrative expense.
Please tell us how your presentation complies with the guidance in SAB Topic 11.B. In
this regard, if you do not allocate any depreciation and amortization to cost of revenue,

 FirstName LastNameIoannis Pipilis
 Comapany NameSVF Investment Corp. 3
 March 3, 2022 Page 7
 FirstName LastName
Ioannis Pipilis
SVF Investment Corp. 3
March 3, 2022
Page 7
you should remove the gross profit subtotal from your statements of operations and relabel
the cost of revenue line item to indicate that it excludes depreciation and amortization.
Consolidated Statement of Cash Flows, page F-39
32.Please tell us why certain amounts in your statement of cash flows reflecting changes in
assets and liabilities do not agree to the changes in such assets and liabilities in your
ba

CORRESP
1
filename1.htm

CORRESP

 March 8, 2021

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Ronald Alper

Re:
 SVF Investment Corp. 3

Registration Statement on Form S-1

Filed February 5, 2021, as amended

File No. 333-252788

Dear Mr. Alper:

 Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the several underwriters, hereby joins in the request of SVF Investment Corp. 3 that the effective date of the above-referenced
Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on March 8, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that 1,488 copies of the Preliminary Prospectus dated
March 4, 2021 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

 The undersigned
advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

 [signature page
follows]

Very truly yours,

CITIGROUP GLOBAL MARKETS INC.

as Representative of the Several Underwriters

By:

 /s/ John Eydenberg

Name: John Eydenberg

Title:   Managing Director

UBS SECURITIES LLC

as Representative of the Several Underwriters

By:

 /s/ Thomas Schadewald

Name: Thomas Schadewald

Title:   Director

By:

 /s/ Carlos Alvarez

Name: Carlos Alvarez

Title:   Managing Director

DEUTSCHE BANK SECURITIES INC.

as Representative of the Several Underwriters

By:

 /s/ Ravi Raghunathan

Name: Ravi Raghunathan

Title:   Managing Director

By:

 /s/ Brandon Sun

Name: Brandon Sun

Title:   Director

CANTOR FITZGERALD & CO.

as Representative of the Several Underwriters

By:

 /s/ Sage Kelly

Name: Sage Kelly

Title:   Senior Managing Director, Head of

            Investment Banking

 [Signature Page to Gazelle III- UW Acceleration Request]

MIZUHO SECURITIES USA LLC

as Representative of the Several Underwriters

By:

 /s/ Andor Laszlo

Name: Andor Laszlo

Title:   Managing Director

 [Signature Page to Gazelle III- UW Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 SVF Investment Corp. 3

1 Circle Star Way

 San
Carlos

 California 94070, United States

(345)-949-0100

 March 8,
2021

 VIA EDGAR

 Office of Transportation and
Leisure

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Ron Alper

Re:
 SVF Investment Corp. 3

 Registration Statement on Form S-1

 File No. 333-252788

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, SVF Investment Corp. 3 (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on March 8, 2021, or
as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.

Please contact Christian O. Nagler, of Kirkland & Ellis LLP, special counsel to the Company, at +1 212 446 4660, as soon as the
Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,

/s/ Ioannis Pipilis

Ioannis Pipilis

Chairman and Chief Executive Officer