FL-2022-000014 - [2025] EWHC 2631 (Ch)

Fecha: 15-Oct-2025

Further investments in Katerra Cayman by SVF1

Further investments in Katerra Cayman by SVF1

198.

On 29 December 2020 SVF1 made a further investment in Katerra Cayman through its investment vehicle, SVF Abode, under a Warrant Exercise and Conversion Notice, “the SVF Abode Warrant”.

199.

The SVF Abode Warrant referred to:

The “Promissory Notes”, defined in the recitals as two convertible promissory notes, dated as of 26 June 2019 (amended on 11 May 2020) and 24 August 2020, with principal amounts of $200 million and $100 million respectively.

ii)

A “Warrant”, defined as a Warrant to Purchase Ordinary Shares issued on 11 May 2020. This document:

Was executed in favour of SVF Abode by Katerra Cayman; and

Provided that SVF Abode may “exercise this Warrant … for up to 61,334,642 Ordinary Shares” (under clause 2.1), with payment for the Warrant shares upon exercise to be capable of being paid, among other ways, by “cancellation of indebtedness of [Katerra Cayman]” to SVF Abode (under clause 2.2(c)).

200.

The SVF Abode Warrant provided for a subscription to 61,334,642 Ordinary Shares in Katerra Cayman, in exchange for a reduction in the principal amount due under the Promissory Note dated 26 June 2019 of $613,346.42.

201.

Clause 1(a) provided:

“Exercise. In accordance with Section 2.1 of the Warrant, Holder hereby delivers to the Company the executed subscription form attached hereto as Exhibit A, pursuant to which Holder elects to purchase 61,334,642 Ordinary Shares (as defined in the Warrant) in exchange for the surrender of the Warrant (the "Warrant Exercise"), and contingent upon the issuance of such Ordinary Shares, Holder hereby surrenders the Warrant”.

202.

“Ordinary Shares” were defined in the recitals to the Warrant as shares in Katerra Cayman.

203.

Clause 1(b) provided for Payment under clause 2.2(c) of the Warrant to be “through the reduction in the principal amount of the 2019 Promissory Note in the amount of $613,346.42”.

204.

There was provision for the conversion of the remaining amount due under the Promissory Notes, stated to be $330,515,803.23, to 101,360,341 Series F-2A Preferred Shares in Katerra Cayman, under clause 2(a):

“Conversion Notice. Pursuant to Section 6.1 of the 2019 Promissory Note and Section 7.1 of the 2020 Promissory Note, Holder [SVF Abode] hereby exercises its conversion right as to each of the Promissory Notes and elects to convert the amount due under the Promissory Notes, equal to a total of $330,515,803.23 (the “Payoff Amount”), in exchange for 101,360,341 shares of the Company’s [Katerra Cayman’s] Series F-2A Preferred Shares, par value $0.0001 per share, to be issued to Holder (the “Conversion”).”

205.

The SVF Abode Warrant also provided:

“… the transactions contemplated by this Letter Agreement shall be effective as of the date hereof; provided that should the Transaction (as defined in the LOI) not occur within five (5) days from the date thereof, this Letter Agreement and the transactions contemplated hereby shall be void and ineffective”.

206.

The “Transaction” was defined in the “LOI” (being the letter of intent dated 30 November 2020) as “the purchase of a majority interest in [Katerra Cayman]”.