UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Symbotic Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
87151X101
(CUSIP Number)
SB Global Advisers Limited
Attn: Stephen Lam
69 Grosvenor St
Mayfair, London W1K 3JP
+44 0207 629 0431
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 1, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 87151X101 | 13D | Page 1 of 17 pages |
| 1 |
Names of Reporting Persons
SVF II SPAC Investment 3 (DE) LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
20,000,000 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
20,000,000 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
20,000,000 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
33.2% | |||||
| 14 | Type of Reporting Person
OO | |||||
| CUSIP No. 87151X101 | 13D | Page 2 of 17 pages |
| 1 |
Names of Reporting Persons
SVF II Holdings (DE) LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
20,000,000 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
20,000,000 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
20,000,000 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
33.2% | |||||
| 14 | Type of Reporting Person
OO | |||||
| CUSIP No. 87151X101 | 13D | Page 3 of 17 pages |
| 1 |
Names of Reporting Persons
SVF II Aggregator (Jersey) L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Jersey | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
20,000,000 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
20,000,000 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
20,000,000 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
33.2% | |||||
| 14 | Type of Reporting Person
PN | |||||
| CUSIP No. 87151X101 | 13D | Page 4 of 17 pages |
| 1 |
Names of Reporting Persons
SoftBank Vision Fund II-2 L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Jersey | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
20,000,000 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
20,000,000 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
20,000,000 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
33.2% | |||||
| 14 | Type of Reporting Person
PN | |||||
| CUSIP No. 87151X101 | 13D | Page 5 of 17 pages |
| 1 |
Names of Reporting Persons
SB Global Advisers Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
England and Wales | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
20,000,000 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
20,000,000 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
20,000,000 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
33.2% | |||||
| 14 | Type of Reporting Person
CO | |||||
| CUSIP No. 87151X101 | 13D | Page 6 of 17 pages |
| 1 |
Names of Reporting Persons
SB Northstar LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
2,000,000 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
2,000,000 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
3.3% | |||||
| 14 | Type of Reporting Person
PN | |||||
| CUSIP No. 87151X101 | 13D | Page 7 of 17 pages |
| 1 |
Names of Reporting Persons
SB Northstar GP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
2,000,000 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
2,000,000 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
3.3% | |||||
| 14 | Type of Reporting Person
PN | |||||
| CUSIP No. 87151X101 | 13D | Page 8 of 17 pages |
| 1 |
Names of Reporting Persons
SoftBank Group Corp. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO | |||||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Japan | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
22,000,000 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
22,000,000 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
22,000,000 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
36.5% | |||||
| 14 | Type of Reporting Person
CO | |||||
| CUSIP No. 87151X101 | 13D | Page 9 of 17 pages |
EXPLANATORY NOTE
This Amendment No. 1 amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on June 17, 2022 (as amended to date, the “Schedule 13D”) with respect to the shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Symbotic Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D.
| Item 2. | Identity and Background. |
Item 2 of the Schedule 13D is amended and restated in its entirety as follows:
The Schedule 13D is being filed by the following entities (each a “Reporting Person” and collectively, the “Reporting Persons”):
SVF II SPAC Investment 3 (DE) LLC
SVF II Holdings (DE) LLC
SVF II Aggregator (Jersey) L.P.
SoftBank Vision Fund II-2 L.P.
SB Global Advisers Limited (“SBGA”)
SB Northstar LP
SB Northstar GP
SoftBank Group Corp. (“SoftBank”)
Each of SVF II SPAC Investment 3 (DE) LLC and SVF II Holdings (DE) LLC is organized under the laws of the State of Delaware. Each of SVF II Aggregator (Jersey) L.P. and SoftBank Vision Fund II-2 L.P. is organized under the laws of Jersey. SBGA is organized under the laws of England and Wales. Each of SB Northstar GP and SB Northstar LP is organized under the laws of the Cayman Islands. SoftBank is organized under the laws of Japan.
The business address of each of SVF II SPAC Investment 3 (DE) LLC and SVF II Holdings (DE) LLC is 251 Little Falls Drive, Wilmington, DE 19808. The business address of SVF II Aggregator (Jersey) L.P. and SoftBank Vision Fund II-2 L.P. is Crestbridge Limited, 47 Esplanade, St. Helier, Jersey, JE1 0BD. The business address of SBGA is 69 Grosvenor Street, Mayfair, London W1K 3JP, England, United Kingdom. The business address of each of SB Northstar GP and SB Northstar LP is c/o Walkers, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008. The business address of SoftBank is 1-7-1, Kaigan, Minato-ku Tokyo 105-7537 Japan. Each of the Reporting Persons is principally engaged in the business of investments in securities.
The directors of SBGA and the directors and executive officers of SoftBank are set forth in Schedule A to this Schedule 13D (collectively, the “Related Persons”).
During the last five years, none of the Reporting Persons or Related Persons (i) have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| CUSIP No. 87151X101 | 13D | Page 10 of 17 pages |
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
SB Northstar LP Acquisition of Shares in Business Combination
In connection with the Business Combination, each share of SVF 3’s Class A ordinary shares (the “Class A Ordinary Shares”) were automatically cancelled and converted into one share of the Issuer’s Class A Common Stock. As a result, on June 7, 2022, SB Northstar LP’s (formerly known as SB Management Limited) 2,000,000 Class A Ordinary Shares were automatically cancelled and converted into 2,000,000 shares of Class A Common Stock.
Internal Restructuring
As a result of an internal restructuring on April 1, 2023, SoftBank may be deemed to share beneficial ownership of the securities reported herein.
| CUSIP No. 87151X101 | 13D | Page 11 of 17 pages |
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is amended and restated in its entirety as follows:
(a) – (b)
The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Class A Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 60,197,285 shares of Class A Common Stock outstanding as of February 1, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on February 3, 2023:
| Reporting Person | Amount beneficially owned |
Percent of class |
Sole power to vote or to direct the vote |
Shared power to vote or to direct the vote |
Sole power to dispose or to direct the disposition |
Shared power to dispose or to direct the disposition |
||||||||||||||||||
| SVF II SPAC Investment 3 (DE) LLC |
20,000,000 | 33.2 | % | 0 | 20,000,000 | 0 | 20,000,000 | |||||||||||||||||
| SVF II Holdings (DE) LLC |
20,000,000 | 33.2 | % | 0 | 20,000,000 | 0 | 20,000,000 | |||||||||||||||||
| SVF II Aggregator (Jersey) L.P. |
20,000,000 | 33.2 | % | 0 | 20,000,000 | 0 | 20,000,000 | |||||||||||||||||
| SoftBank Vision Fund II-2 L.P. |
20,000,000 | 33.2 | % | 0 | 20,000,000 | 0 | 20,000,000 | |||||||||||||||||
| SB Global Advisers Limited |
20,000,000 | 33.2 | % | 0 | 20,000,000 | 0 | 20,000,000 | |||||||||||||||||
| SB Northstar LP |
2,000,000 | 3.3 | % | 0 | 2,000,000 | 0 | 2,000,000 | |||||||||||||||||
| SB Northstar GP |
2,000,000 | 3.3 | % | 0 | 2,000,000 | 0 | 2,000,000 | |||||||||||||||||
| SoftBank Group Corp. |
22,000,000 | 36.5 | % | 0 | 22,000,000 | 0 | 22,000,000 | |||||||||||||||||
SVF II SPAC Investment 3 (DE) LLC is the record holder of 20,000,000 shares of Class A Common Stock. SB Northstar LP is the record holder of 2,000,000 shares of Class A Common Stock.
SoftBank, which is a publicly traded company listed on the Tokyo Stock Exchange, is the sole shareholder of SBGA, which has been appointed as manager and is exclusively responsible for making final decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.’s investments, including as held by SVF II SPAC Investment 3 (DE) LLC. SoftBank Vision Fund II-2 L.P. is the sole limited partner of SVF II Aggregator (Jersey) L.P., which is the sole member of SVF II Holdings (DE) LLC, which is the sole member of SVF II SPAC Investment 3 (DE) LLC. SoftBank is the parent company of SB Northstar GP, which is the general partner of SB Northstar LP. As a result of these relationships, each of the foregoing entities may be deemed to share beneficial ownership of the securities reported herein.
(c) During the past 60 days, none of the Reporting Persons or Related Persons has effected any transactions in the Class A Common Stock.
| CUSIP No. 87151X101 | 13D | Page 12 of 17 pages |
(d) None.
(e) Not applicable.
| Item 7. | Materials to be Filed as Exhibits. |
Item 7 of the Schedule 13D is amended and supplemented as follows:
| Exhibit |
Description | |
| 1 | Joint Filing Agreement. | |
| CUSIP No. 87151X101 | 13D | Page 13 of 17 pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 11, 2023
| SVF II SPAC Investment 3 (DE) LLC | ||
| By: | /s/ Jonathan Duckles | |
| Name: Jonathan Duckles | ||
| Title: Director | ||
| SVF II Holdings (DE) LLC | ||
| By: | /s/ Jonathan Duckles | |
| Name: Jonathan Duckles | ||
| Title: Director | ||
| SVF II Aggregator (Jersey) L.P. | ||
| By: SB Global Advisers Limited, its Manager | ||
| By: | /s/ Alex Clavel | |
| Name: Alex Clavel | ||
| Title: Director | ||
| SoftBank Vision Fund II-2 L.P. | ||
| By: SB Global Advisers Limited, its Manager | ||
| By: | /s/ Alex Clavel | |
| Name: Alex Clavel | ||
| Title: Director | ||
| SB Global Advisers Limited | ||
| By: | /s/ Alex Clavel | |
| Name: Alex Clavel | ||
| Title: Director | ||
| SB Northstar LP | ||
| By : SB Northstar GP, its General Partner | ||
| By: | /s/ Stephen Lam | |
| Name: Stephen Lam | ||
| Title: Director | ||
| CUSIP No. 87151X101 | 13D | Page 14 of 17 pages |
| SB Northstar GP | ||
| By: | /s/ Stephen Lam | |
| Name: Stephen Lam | ||
| Title: Director | ||
| SoftBank Group Corp. | ||
| By: | /s/ Yuko Yamamoto | |
| Name: Yuko Yamamoto | ||
| Title: Head of Corporate Legal Department | ||
| CUSIP No. 87151X101 | 13D | Page 15 of 17 pages |
Schedule A
Set forth below is a list of each executive officer and director of SB Global Advisers Limited and SoftBank Group Corp., including the name, citizenship, business address and present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each individual.
SB GLOBAL ADVISERS LIMITED
| Name and Citizenship |
Present Principal Occupation (principal business of employer) |
Business Address | ||
| Alex Clavel, a citizen of the United States | Board Director and Executive Committee member of SB Global Advisers Limited and Board Director of SoftBank Group Capital Limited and Board Director, Chief Executive Officer and President of SB Group US, Inc. | 69 Grosvenor Street, London, United Kingdom W1K 3JP
430 Park Avenue, 16th Floor New York, NY 10022, United States | ||
| Yoshimitsu Goto, a citizen of Japan | Board Director of SB Global Advisers Limited and Board Director, Corporate Officer, Senior Vice President, CFO, CISO & CSusO of SoftBank Group Corp. | 69 Grosvenor Street, London, United Kingdom W1K 3JP
SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | ||
| Navneet Govil, a citizen of the United States | Board Director and Executive Committee Member of SB Global Advisers Limited, Board Director of SB Global Advisers (US) Inc., and CFO of the SoftBank Investment Advisers Group | 69 Grosvenor Street, London, United Kingdom W1K 3JP
1 Circle Star Way, San Carlos, CA 94070, United States | ||
| Timothy A. Mackey, a citizen of New Zealand | Board Director of SB Global Advisers Limited and Corporate Officer, CLO & GCO of SoftBank Group Corp. | 69 Grosvenor Street, London, United Kingdom W1K 3JP
SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | ||
| Gyu Hak Moon, a citizen of South Korea | Board Director and Executive Committee member of SB Global Advisers Limited | 69 Grosvenor Street, London, United Kingdom W1K 3JP
138 Market Street, #27-01A, CapitaGreen Building, Singapore 048946 | ||
SOFTBANK GROUP CORP.
| Name and Citizenship |
Present Principal Occupation (principal business of employer) |
Business Address | ||
| Masayoshi Son*, a citizen of Japan | Representative Director, Corporate Officer, Chairman & CEO of SoftBank Group Corp. | SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan |
| CUSIP No. 87151X101 | 13D | Page 16 of 17 pages |
| Yoshimitsu Goto*, a citizen of Japan | Board Director, Corporate Officer, Senior Vice President, CFO, CISO & CSusO of SoftBank Group Corp. | SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | ||
| Ken Miyauchi*, a citizen of Japan | Board Director of SoftBank Group Corp.; Director & Chairman, SoftBank Corp. | SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | ||
| Kentaro Kawabe*, a citizen of Japan | Board Director of SoftBank Group Corp.; Chairperson and Representative Director, Z Holdings Corporation; Executive Director, ZOZO, Inc.; Board Director, SoftBank Corp. | SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | ||
| Keiko Erikawa*, a citizen of Japan | External Board Director, Independent Officer of SoftBank Group Corp.; Chairman Emeritus (Director), KOEI TECMO GAMES CO., LTD; Board Director, KOEI TECMO EUROPE LIMITED; Chairman (Representative Director), KOEI TECMO HOLDINGS CO., LTD.; Director, Foundation for the Fusion Of Science and Technology | SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | ||
| David Chao*, a citizen of Japan | External Board Director, Independent Officer of SoftBank Group Corp.; Co-Founder and General Partner, DCM Ventures | SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | ||
| Masami Iijima*, a citizen of Japan | External Board Director, Independent Officer of SoftBank Group Corp.; Director, Ricoh Company, Ltd.; Director, Isetan Mitsukoshi Holdings Ltd.; Counsellor, Bank of Japan; Counselor, MITSUI & CO., LTD.; Director, Takeda Pharmaceutical Company Limited | SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan
MITSUI & CO., LTD. 2-1, Otemachi 1-chome, Chiyoda-ku, Tokyo 100-8631 Japan | ||
| Yutaka Matsuo*, a citizen of Japan | External Board Director, Independent Officer of SoftBank Group Corp. and Professor, Graduate School of Engineering at the University of Tokyo | SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | ||
| Kenneth A. Siegel*, a citizen of the United States of America | External Board Director of SoftBank Group Corp.; Board Director, Member of Executive Committee, Morrison & Foerster LLP | SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan
Shin-Marunouchi Building, 29th Floor 5-1, Marunouchi 1-Chome Chiyoda-ku, Tokyo, Japan 100-6529 | ||
| CUSIP No. 87151X101 | 13D | Page 17 of 17 pages |
| Soichiro Uno**, a citizen of Japan | External Audit & Supervisory Board Member of SoftBank Group Corp.; Partner at Nagashima Ohno & Tsunematsu; Director at Dream Incubator Inc.; and Director at TERUMO CORPORATION | SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | ||
| Yuji Nakata**, a citizen of Japan | External Audit & Supervisory Board Member of SoftBank Group Corp. | SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | ||
| Maurice Atsushi Toyama**, a citizen of the United States of America | External Audit & Supervisory Board Member of SoftBank Group Corp. | SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | ||
| Keiichi Otsuka**, a citizen of Japan | External Audit & Supervisory Board Member of SoftBank Group Corp.; Director, Shizuoka Bank (Europe) S.A.; Representative of Otsuka CPA Office; Audit & Supervisory Board Member, TBK Co., Ltd. | SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | ||
| Kazuko Kimiwada, a citizen of Japan | Corporate Officer, Senior Vice President of SoftBank Group Corp. | SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | ||
| Timothy A. Mackey, a citizen of New Zealand | Corporate Officer, CLO & GCO of SoftBank Group Corp. | SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | ||
| Seiichi Morooka, a citizen of Japan | Corporate Officer of SoftBank Group Corp. | SoftBank Group Corp. 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan | ||
| * | Director |
| ** | Corporate Auditor |