Statement of Changes in Beneficial Ownership (4)
March 27 2023 - 9:16AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
SVF Sponsor II (DE) LLC |
2. Issuer Name and Ticker or Trading Symbol
SVF Investment Corp. 2
[
SVFB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) __X__ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
C/O SVF INVESTMENT CORP. 2, 1 CIRCLE STAR WAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/24/2023 |
(Street)
SAN CARLOS, CA 94070 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Ordinary Shares (held by Navneet Govil) | 3/24/2023 | | D(1) | | 62500 | D | $10.2227 | 0 | D | |
Class A Ordinary Shares (held by SVF Sponsor II (DE) LLC) | 3/24/2023 | | D(1) | | 760000 | D | $0.00 | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class B Ordinary Shares (held by SVF Sponsor II (DE) LLC) | (2) | 3/24/2023 | | D | | | 5599999 | (2) | (2) | Class A Ordinary Shares | 5599999 | $0.00 | 1 | D | |
Class B Ordinary Shares (held by Sunil Gulati) | (2) | 3/24/2023 | | D | | | 50000 | (2) | (2) | Class A Ordinary Shares | 50000 | $0.00 | 0 | D | |
Class B Ordinary Shares (held by Fred P Hochberg) | (2) | 3/24/2023 | | D | | | 50000 | (2) | (2) | Class A Ordinary Shares | 50000 | $0.00 | 0 | D | |
Class B Ordinary Shares (held by Robin Josephs) | (2) | 3/24/2023 | | D | | | 50000 | (2) | (2) | Class A Ordinary Shares | 50000 | $0.00 | 0 | D | |
Explanation of Responses: |
(1) | The reported securities were redeemed by the Issuer pursuant to a redemption of all Class A ordinary shares in connection with the Issuer's liquidation. |
(2) | As described in the Issuer's registration statement on Form S-1 (File No. 333-252785) under the heading "Founder Shares", the founder shares are designated as Class B ordinary shares and would have automatically converted into Class A ordinary shares upon the consummation of an initial business combination. The Issuer's sponsor and each member of the management team entered into an agreement pursuant to which they agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold in the event the Issuer failed to consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association. On March 7, 2023, the Issuer announced that it will not consummate an initial business combination within the time period required. Accordingly, the Class B ordinary shares held by the reporting persons were surrendered for no compensation on March 24, 2023. |
Remarks: After giving effect to the Issuer's delisting and deregistration, the Reporting Persons will no longer be subject to Section 16 reporting obligations. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
SVF Sponsor II (DE) LLC C/O SVF INVESTMENT CORP. 2 1 CIRCLE STAR WAY SAN CARLOS, CA 94070 | X | X |
| See Remarks |
Govil Navneet C/O SVF INVESTMENT CORP. 2 1 CIRCLE STAR WAY SAN CARLOS, CA 94070 |
| X |
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Gulati Sunil C/O SVF INVESTMENT CORP. 2 1 CIRCLE STAR WAY SAN CARLOS, CA 94070 |
| X |
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Hochberg Fred P C/O SVF INVESTMENT CORP. 2 1 CIRCLE STAR WAY SAN CARLOS, CA 94070 |
| X |
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JOSEPHS ROBIN C/O SVF INVESTMENT CORP. 2 1 CIRCLE STAR WAY SAN CARLOS, CA 94070 |
| X |
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Signatures
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SVF Sponsor II (DE) LLC: By: Jonathan Duckles | | 3/27/2023 |
**Signature of Reporting Person | Date |
/s/ Navneet Govil | | 3/27/2023 |
**Signature of Reporting Person | Date |
/s/ Sunil Gulati | | 3/27/2023 |
**Signature of Reporting Person | Date |
/s/ Fred P Hochberg | | 3/27/2023 |
**Signature of Reporting Person | Date |
/s/ Robin Josephs | | 3/27/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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