UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
As previously reported by Symbotic Inc. (the “Company”) in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on February 26, 2024, the Company and certain selling securityholders completed a sale in an underwritten offering (the “Offering”) of 10,000,000 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of the Company, on February 26, 2024 pursuant to an underwriting agreement among the Company, Symbotic Holdings LLC, the selling securityholders named therein and Goldman Sachs & Co. LLC, as representative of the underwriters named therein (the “Underwriters”).
On March 6, 2024, the Underwriters exercised in-full their option to purchase up to 1,500,000 additional shares of Class A Common Stock from the Company (the “Underwriters’ Option”). The exercise closed on March 8, 2024. The net proceeds to the Company from the exercise of the Underwriters’ Option, after deducting the underwriting discounts and commissions and offering expenses payable by the Company, were approximately $59 million, or approximately $256 million in aggregate for the Offering including the exercise of the Underwriters’ Option.
The Offering was made pursuant to an effective shelf registration statement (the “Registration Statement”) filed with the SEC on August 1, 2023 (File No. 333-273383), a base prospectus, dated August 2, 2023, included as part of the Registration Statement, and a prospectus supplement, dated February 21, 2024, filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended. A copy of the opinion of Sullivan & Cromwell LLP relating to the issuance of the Class A Common Stock pursuant to the exercise of the Underwriters’ Option is attached hereto as Exhibit 5.1 to this Current Report on Form 8-K. Exhibit 5.1 is hereby incorporated by reference into the Registration Statement.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description of Exhibit | |
| 5.1 | Opinion of Sullivan & Cromwell LLP | |
| 23.1 | Consent of Sullivan & Cromwell LLP (included as part of Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Symbotic Inc. | ||||||
| Date: March 8, 2024 | By: | /s/ Carol Hibbard | ||||
| Name: | Carol Hibbard | |||||
| Title: | Chief Financial Officer and Treasurer | |||||