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

On 30 December 2020 SVF1 made a c. $200 million investment in Katerra Cayman through its investment vehicle, SVF Abode, under the Preferred Share Purchase Agreement (“PSPA”).

Pursuant to the PSPA, SVF Abode subscribed for 11,416,921 Series A Preferred Shares in Katerra Cayman exchange for $174,922,250 in cash, and $25,000,000 by way of a contribution to Katerra Cayman of the indebtedness owed to SVF Abode under the Katerra Bridge Note.

Clause 1.1(b) of the PSPA provided:

“the Purchaser [SVF Abode] agrees to purchase at the Closing, and the Company [Katerra Cayman] agrees to sell and issue to the Purchaser [SVF Abode] an aggregate of 11,416,921 Series A Preferred Shares, US$0.0001 par value per share (the “Series A Preferred Shares” or the “Shares”) for the aggregate purchase price of (i) US$174,922,250 in cash and (ii) US$25,000,000 in the form of the contribution to the Company [Katerra Cayman] of the indebtedness subject to that certain Promissory Note, dated December 1, 2020, issued by the Company [Katerra Cayman] to the Purchaser [SVF Abode] (the items in (i) and (ii), the “Purchase Price”)”.

Clause 4 provided that “[o]n or before the Closing the Company shall complete or cause to be completed the following transactions”. These included, at clause 4.11, the delivery of the CEA.