Subsequent Events	3 Months Ended
Dec. 28, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Other than as described in these unaudited condensed consolidated financial statements and below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. On January 15, 2025, the Company entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Walmart, pursuant to which, among other things, the Company agreed to acquire from Walmart all of the issued and outstanding equity interests in Walmart Advanced Systems & Robotics Inc. (“WASR”), a Delaware corporation and wholly owned subsidiary of Walmart. The Purchase Agreement provides that, subject to the terms and conditions set forth therein, Symbotic will pay to Walmart, (a) upon the closing (the “Closing”) of the transactions contemplated by the Purchase Agreement, $200 million in cash, subject to customary adjustments for cash, indebtedness and transaction expenses (the “Base Consideration”), and (b) deferred cash consideration following the Closing of (i) $175 million, payable only upon acceptance of the first APD (as defined below) under the terms of the Walmart Commercial Agreement (as defined below) by Walmart, and (ii) $175 million, payable only upon Walmart’s exercise of the Additional APD Option (as defined below). As stated below, the acquisition closed on January 27, 2025, and the Company paid Walmart $200 million in cash. The Purchase Agreement also contemplates that, immediately prior to or at the Closing, the Company and Walmart (or their respective affiliates) will enter into a number of ancillary agreements, including (a) a transition services agreement, pursuant to which Walmart and its affiliates will provide certain transition services to Symbotic LLC and affiliates thereof for a period following the Closing, subject to the terms and conditions set forth therein, and (b) an intellectual property agreement, pursuant to which Walmart and its affiliates will grant to the Company and its affiliates certain licenses concerning intellectual property assets relating to the operation of the Business (as defined in the Purchase Agreement), subject to the terms and conditions set forth therein. Contemporaneously with the Closing, Symbotic LLC and Walmart entered into a Master Automation Agreement (the “Walmart Commercial Agreement”), which sets forth the terms and conditions governing the development, manufacture and installation of accelerated pickup and delivery systems (“APDs”) by Symbotic LLC for Walmart. The Walmart Commercial Agreement provides for a commitment, subject to the satisfaction of defined system performance metrics of the APDs, from Walmart to purchase 400 APDs, with an option for Walmart to purchase an additional 200 APDs (the “Additional APD Option”), exercisable by Walmart within 30 days following acceptance of the 220th APD under the terms of the Walmart Commercial Agreement. For each APD, Walmart will pay Symbotic LLC: (a) the cost of implementation, including the cost of material and labor, plus a specified net profit amount; (b) for software maintenance and support; and (c) for spare parts and other miscellaneous expenses. Pursuant to the terms and conditions of the Walmart Commercial Agreement, Walmart will also pay Symbotic LLC a total of $520 million of research and development fees relating to the generation of prototypes and other research and development, with $230 million payable at Closing, $165 million payable one year after Closing and $125 million payable two years after Closing, and under certain specified circumstances if Symbotic LLC commercializes substantially similar APDs (or the software used within such APDs) with third parties, Walmart may be entitled to a royalty fee paid by Symbotic LLC. The Company completed the acquisition of WASR on January 27, 2025, with a preliminary purchase price of up to $200 million.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Other than as described in these unaudited condensed consolidated financial statements and below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

On January 15, 2025, the Company entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Walmart, pursuant to which, among other things, the Company agreed to acquire from Walmart all of the issued and outstanding equity interests in Walmart Advanced Systems & Robotics Inc. (“WASR”), a Delaware corporation and wholly owned subsidiary of Walmart.

The Purchase Agreement provides that, subject to the terms and conditions set forth therein, Symbotic will pay to Walmart, (a) upon the closing (the “Closing”) of the transactions contemplated by the Purchase Agreement, $200 million in cash, subject to customary adjustments for cash, indebtedness and transaction expenses (the “Base Consideration”), and (b)

deferred cash consideration following the Closing of (i) $175 million, payable only upon acceptance of the first APD (as defined below) under the terms of the Walmart Commercial Agreement (as defined below) by Walmart, and (ii) $175 million, payable only upon Walmart’s exercise of the Additional APD Option (as defined below). As stated below, the acquisition closed on January 27, 2025, and the Company paid Walmart $200 million in cash.

The Purchase Agreement also contemplates that, immediately prior to or at the Closing, the Company and Walmart (or their respective affiliates) will enter into a number of ancillary agreements, including (a) a transition services agreement, pursuant to which Walmart and its affiliates will provide certain transition services to Symbotic LLC and affiliates thereof for a period following the Closing, subject to the terms and conditions set forth therein, and (b) an intellectual property agreement, pursuant to which Walmart and its affiliates will grant to the Company and its affiliates certain licenses concerning intellectual property assets relating to the operation of the Business (as defined in the Purchase Agreement), subject to the terms and conditions set forth therein.

Contemporaneously with the Closing, Symbotic LLC and Walmart entered into a Master Automation Agreement (the “Walmart Commercial Agreement”), which sets forth the terms and conditions governing the development, manufacture and installation of accelerated pickup and delivery systems (“APDs”) by Symbotic LLC for Walmart. The Walmart Commercial Agreement provides for a commitment, subject to the satisfaction of defined system performance metrics of the APDs, from Walmart to purchase 400 APDs, with an option for Walmart to purchase an additional 200 APDs (the “Additional APD Option”), exercisable by Walmart within 30 days following acceptance of the 220th APD under the terms of the Walmart Commercial Agreement. For each APD, Walmart will pay Symbotic LLC: (a) the cost of implementation, including the cost of material and labor, plus a specified net profit amount; (b) for software maintenance and support; and (c) for spare parts and other miscellaneous expenses. Pursuant to the terms and conditions of the Walmart Commercial Agreement, Walmart will also pay Symbotic LLC a total of $520 million of research and development fees relating to the generation of prototypes and other research and development, with $230 million payable at Closing, $165 million payable one year after Closing and $125 million payable two years after Closing, and under certain specified circumstances if Symbotic LLC commercializes substantially similar APDs (or the software used within such APDs) with third parties, Walmart may be entitled to a royalty fee paid by Symbotic LLC.