Current Report Filing (8-k)
25 May 2021 - 1:00AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 24, 2021
SVF INVESTMENT CORP.
(Exact name of registrant as specified in its charter)
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Cayman Islands
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001-39862
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98-1574476
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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1 Circle Star Way
San Carlos, California 94070
United States
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94070
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (650)
562-8100
GAZELLE OPPORTUNITIES I (CAYMAN) CORP.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fifth of one redeemable warrant
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SVFAU
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Nasdaq Capital Market
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Class A Ordinary Shares included as part of the units
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SVFA
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Nasdaq Capital Market
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Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
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SVFAW
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Nasdaq Capital Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act
of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 4.02 Non-Reliance on Previously Issued Financial
Statements or a Related Audit Report or Completed Interim Review.
On April 12, 2021, the Securities and Exchange Commission (the SEC)
released a public statement (the Public Statement) informing market participants that warrants issued by special purpose acquisition companies (SPACs) may require classification as a liability of the entity measured at fair
value, with changes in fair value each period reported in earnings. SVF Investment Corp. (SVF) has previously classified its private placement warrants, public warrants and forward purchase warrants (collectively, the
warrants) as equity. For a full description of SVFs warrants, please refer to SVFs final prospectus filed in connection with its initial public offering (IPO) on January 11, 2021 (Final
Prospectus).
On May 24, 2021, management of SVF and the Audit Committee of the Board of Directors of SVF determined that SVFs previous
audited balance sheet related to its IPO dated January 12, 2021, (the Affected Period) should no longer be relied upon due to changes required for alignment with the SECs Public Statement. The SECs Public Statement
discussed certain features of warrants issued in SPAC transactions that may be common across many entities. The Public Statement indicated that when one or more of such features is included in a warrant, the warrant
should be classified as a liability measured at fair value, with changes in fair value each period reported in earnings.
Following
consideration of the guidance in the Public Statement, while the terms and quantum of the warrants as described in the Final Prospectus have not changed, SVF concluded the warrants do not meet the conditions to be classified in equity and instead,
the warrants meet the definition of a derivative under ASC 815, under which SVF should record the warrants as liabilities on SVFs balance sheet. SVF has discussed this approach with its independent registered public accounting firm, Marcum
LLP. The adjustments to the financial statement items for the Affected Period will be set forth through expanded disclosure in the financial statements included in the Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2021.
In addition, the audit report of Marcum LLP included in the Current Report on Form 8-K filed with the SEC on January 19, 2021 should no longer be relied upon.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
Dated: May 24, 2021
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SVF INVESTMENT CORP.
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By:
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/s/ Navneet Govil
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Name: Navneet Govil
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Title: Chief Financial Officer
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