As filed with the Securities and Exchange Commission on March 19, 2021

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM S-4
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

_____________________________

Revolution Acceleration Acquisition Corp
(Exact Name of Registrant as Specified in Its Charter)

_____________________________

Delaware	6770	85-2994421
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

1717 Rhode Island Avenue, NW 10th floor
Washington, D.C. 20036
(202) 776-1400
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

_____________________________

John K. Delaney
Chief Executive Officer
c/o Revolution Acceleration Acquisition Corp
1717 Rhode Island Avenue, NW 10th floor
Washington, D.C. 20036
Telephone: (202) 776-1400
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________________

Copies to:

Stephen F. Arcano Blair T. Thetford Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, NY 10001 Tel: (212) 735-3000 P. Michelle Gasaway Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, Suite 3400 Los Angeles, CA 90071 Tel: (213) 687-5000 Thomas Wagner Berkshire Grey 140 South Road Bedford, MA 01730 Tel: (833) 848-9900 Jocelyn Arel Mark S. Opper Goodwin Procter LLP 100 Northern Ave Boston, MA 02210 Tel: (617) 570-1000

_____________________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the Business Combination described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: £

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: £

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:£

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	£	Accelerated filer	£
Non-accelerated filer	S	Smaller reporting company	S
		Emerging growth company	S

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. £

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)	£
Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer)	£

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered		Proposed maximum offering price per security(2)	Proposed maximum aggregate offering price(2)		Amount of registration fee
RAAC Class A common stock, par value $0.0001 per share	225,000,000	​(1)	N/A	$	75,000	$	9	​(3)

____________

(1)      Based on the maximum number of shares of Class A common stock, par value $0.0001 per share (“RAAC Class A Common Stock”), of the registrant, Revolution Acceleration Acquisition Corp (“RAAC”), estimated to be issued, or issuable, by RAAC to stockholders of Berkshire Grey, Inc., a Delaware corporation (“Berkshire Grey”), upon the consummation of the business combination described herein (the “Business Combination”), which includes shares of RAAC Class A Common Stock issuable pursuant to options and restricted shares that may be assumed by RAAC upon the consummation of the Business Combination.

(2)      Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act of 1933, as amended (the “Securities Act”), based upon one-third of the par value per share of the Berkshire Grey securities to be exchanged in the Business Combination as of immediately prior to the Business Combination because there is no market for Berkshire Grey securities and Berkshire Grey has an accumulated capital deficit.

(3)      Calculated pursuant to Rule 457 of the Securities Act by calculating the product of (i) the proposed maximum offering price and (ii) 0.0001091.

_____________________________

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS DATED MARCH19, 2021, SUBJECT TO COMPLETION

Dear Stockholder:

On February23, 2021, Revolution Acceleration Acquisition Corp, a Delaware corporation (“we,” “us,” “our” or “RAAC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among RAAC, Pickup Merger Corp, a Delaware corporation and a direct wholly owned subsidiary of RAAC (“Merger Sub”), and Berkshire Grey, Inc., a Delaware corporation (“Berkshire Grey”). If the Merger Agreement and the transactions contemplated thereby, including the issuance of Class A common stock, par value $0.0001 per share, of RAAC (“RAAC Class A Common Stock”) to be issued as the merger consideration, are approved by the RAAC Stockholders (as defined below) and the merger is subsequently completed, Merger Sub will merge with and into Berkshire Grey with Berkshire Grey surviving the merger and becoming a direct, wholly owned subsidiary of RAAC as a consequence (the “merger” and, together with the other transaction described in the Merger Agreement, the “Business Combination”). The transactions contemplated by the Merger Agreement will constitute a “business combination” as contemplated by RAAC’s second amended and restated certificate of incorporation (the “RAAC A&R Charter”).

Subject to the terms and conditions of the Merger Agreement, upon the effective time of the merger (the “effective time”), each issued and outstanding share of common stock, par value $0.001 per share, of Berkshire Grey (“Berkshire Grey Common Stock”), other than (i) any such shares held in the treasury of Berkshire Grey and (ii) any shares held by stockholders of Berkshire Grey who have perfected and not withdrawn a demand for appraisal rights, will be canceled and converted into the right to receive a number of newly issued shares of RAAC Class A Common Stock (with each share valued at $10.00) equal to (x) $2,250,000,000 divided by (y) the number of shares of Aggregate Fully Diluted Company Stock (as defined in the Merger Agreement) (the “merger consideration”). Immediately prior to the effective time, all issued and outstanding shares of each series of preferred stock, par value $0.001 per share, of Berkshire Grey will be converted into shares of Berkshire Grey Common Stock the (“BG Preferred Conversion”).

At the effective time, each outstanding option to acquire Berkshire Grey Common Stock and each award of restricted Berkshire Grey Common Stock will be converted into the right to receive an option relating to shares of RAAC Class A Common Stock and an award of restricted shares of RAAC Class A Common Stock, as applicable, upon substantially the same terms and conditions, including with respect to vesting and termination-related provisions, as existed prior to the effective time, except that the number of shares underlying such option and the exercise price and the number of shares subject to restricted stock awards, in each case, shall be determined as set forth in the Merger Agreement.

In connection with the Business Combination, RAAC will amend and restate the RAAC A&R Charter and its bylaws (the “RAAC Bylaws”) such that RAAC will (i) change its name to “Berkshire Grey, Inc.” and (ii) have a board of directors initially consisting of seven (7) directors, with one director nominee designated by RAAC and six (6) director nominees to be mutually agreed by RAAC and Berkshire Grey. Hereinafter, “New Berkshire Grey” refers to RAAC under its new corporate name after the consummation of the Business Combination.

Pursuant to subscription agreements RAAC entered into with certain investors (the “PIPE Investors”) concurrently with the execution of the Merger Agreement, the PIPE Investors have committed to purchase 16,500,000shares of RAAC Class A Common Stock at a purchase price of $10.00 per share substantially concurrent with and contingent upon the closing of the Business Combination (the “PIPE Investment”).

Assuming no RAAC Stockholders exercise their redemption rights as further described in the accompanying proxy statement/prospectus, the shares issued as merger consideration and the shares issued pursuant to the PIPE Investment are expected to represent approximately 77.8% and 6.7%, respectively, of the issued and outstanding shares of New Berkshire Grey Common Stock (as defined below). Such percentages of New Berkshire Grey Common Stock take into consideration shares of Class C common stock, par value $0.0001 per share, of RAAC (the “RAAC Class C Common Stock,” and, together with RAAC Class A Common Stock and Class B common stock, par value $0.0001 per share, of RAAC (the “RAAC Class B Common Stock”), the “RAAC Common Stock”) that are expected to remain issued and outstanding following the Business Combination and are subject to forfeiture to the extent certain stock price performance thresholds are not met during the nine years following the closing of the Business Combination.

RAAC’s units (“RAAC Units”), RAAC Class A Common Stock and RAAC’s public warrants (“RAAC Public Warrants”) are publicly traded on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “RAACU,” “RAAC” and “RAACW,” respectively. Each RAAC Unit consists of one share of RAAC Class A Common Stock and one-third of one RAAC Public Warrant. Each whole RAAC Public Warrant entitles the holder thereof to purchase one share of RAAC Class A Common Stock at a price of $11.50 per share, subject to adjustment.

We intend to apply to continue the listing of RAAC Units, RAAC Class A Common Stock and RAAC Public Warrants, following the Business Combination as securities of New Berkshire Grey, on Nasdaq under the symbols “BGRYU,” “BGRY” and “BGRYW,” respectively.

RAAC will hold a special meeting of stockholders in lieu of the 2021 annual meeting (the “RAAC Special Meeting”) to consider matters and transactions relating to the proposed Business Combination. The merger cannot be consummated unless the RAAC Stockholders as of the RAAC Special Meeting record date approve the Merger Agreement and the transactions contemplated thereby, including the issuance of RAAC Class A Common Stock to be issued as the merger consideration. RAAC is sending you the accompanying proxy statement/prospectus to ask you to vote in favor of these and the other matters described in the proxy statement/prospectus.

Please note that you will not be able to attend the RAAC Special Meeting in person. In light of the ongoing COVID-19 pandemic and to protect the health of the RAAC Stockholders, management and the community, the RAAC Special Meeting will be held virtually, conducted via live audio webcast. You will be able to attend the RAAC Special Meeting by visiting        and entering your control number as further explained in the accompanying proxy statement/prospectus. RAAC recommends that you log in at least 15 minutes before the RAAC Special Meeting to ensure you are logged in when the meeting starts.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF RAAC CLASS A COMMON STOCK YOU OWN. To ensure your representation at the RAAC Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in the accompanying proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to attend the RAAC Special Meeting. Submitting a proxy now will NOT prevent you from being able to vote virtually at the RAAC Special Meeting. If you hold your shares in “street name”, you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

After careful consideration, the RAAC Board has unanimously approved the Merger Agreement and the transactions contemplated thereby and recommends that RAAC Stockholders vote “FOR” the approval of each of the matters to be considered and voted upon at the RAAC Special Meeting, as further described herein.

The accompanying proxy statement/prospectus provides additional important details regarding, among other things, the Business Combination, RAAC, Berkshire Grey, interests of related parties and the proposals to be considered at the RAAC Special Meeting. Please review the proxy statement/prospectus, including the financial statements and annexes and other documents included hereto or otherwise referred to herein, carefully and in its entirety. In particular, you should read the “Risk Factors” section beginning on page 28 herein for a discussion of the risks you should consider in evaluating the proposed merger and how they will affect you.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT RAAC REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT ESTABLISHED UPON RAAC’S INITIAL PUBLIC OFFERING AND TENDER YOUR SHARES TO RAAC’S TRANSFER AGENT, CONTINENTAL STOCK TRANSFER & TRUST COMPANY (“CONTINENTAL”), AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT SUCH MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN (“DWAC”) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

If you have any questions regarding the accompanying proxy statement/prospectus, you may contact Innisfree M&A Incorporated (“Innisfree”), RAAC’s proxy solicitor, at (877) 717-3930 (toll-free for stockholders) or (212) 750-5833 (for banks and brokers).

On behalf of the RAAC Board, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

Sincerely,

John K. Delaney

Chief Executive Officer

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Business Combination, the issuance of shares of RAAC Class A Common Stock in connection with the Business Combination or the other transactions described in the accompanying proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in the proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The proxy statement/prospectus is dated        , 2021 and is first being mailed to stockholders of RAAC on or about        , 2021.

Revolution Acceleration Acquisition Corp
1717 Rhode Island Avenue, NW 10th floor
Washington, D.C. 20036

NOTICE OF THE RAAC SPECIAL MEETING OF STOCKHOLDERS
IN LIEU OF THE 2021 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON        , 2021

NOTICE IS HEREBY GIVEN that the RAAC Special Meeting will be held on        , 2021 at        Eastern Time. In light of the ongoing developments related to the ongoing COVID-19 pandemic and to protect the health of RAAC Stockholders, management and the community, the RAAC Special Meeting will be held virtually via live audio webcast. You will be able to attend the RAAC Special Meeting by visiting        and entering your control number as further explained below in the accompanying proxy statement/prospectus.

You are cordially invited to attend the RAAC Special Meeting for the following purposes:

1.      The Business Combination Proposal — To consider and vote upon a proposal to approve the Merger Agreement and the Business Combination. A copy of the Merger Agreement is attached to the proxy statement/prospectus as Annex A (the “Business Combination Proposal”) (Proposal No. 1);

2.      The Nasdaq Proposal — To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of Nasdaq, the issuance of shares of RAAC Class A Common Stock as merger consideration and pursuant to the PIPE Investment, in each case, in connection with the Business Combination (the “Nasdaq Proposal”) (Proposal No. 2);

3.      The Charter Proposal — To consider and vote upon a proposal to approve (assuming each of the Business Combination Proposal, the Nasdaq Proposal and the Incentive Proposal is approved) the proposed third amended and restated certificate of incorporation (the “New Berkshire Grey Charter”), which will replace the RAAC A&R Charter upon closing of the Business Combination (the “Charter Proposal”) (Proposal No. 3);

4.      The Advisory Charter Proposals — To consider and vote upon the following proposals to approve, on a non-binding advisory basis, the following material differences between the RAAC A&R Charter and the New Berkshire Grey Charter, which are being presented in accordance with the requirements of the SEC as seven separate sub-proposals (the “Advisory Charter Proposals”) (Proposal No. 4):

(a)     Perpetual Existence, Name Change and SPAC Provisions— to make New Berkshire Grey’s corporate existence perpetual as opposed to RAAC’s corporate existence, which is required to be dissolved and liquidated 24months following the closing of RAAC’s IPO (as defined below) if it does not complete an initial business combination, to change our name from Revolution Acceleration Acquisition Corp to Berkshire Grey, Inc. and to remove from the RAAC A&R Charter the various provisions applicable only to special purpose acquisition companies;

(b)    Authorized Shares — increase the number of authorized shares of RAAC Class A Common Stock from 75,000,000 to 385,000,000;

(c)     Classified Board — provide that there shall be three classes of directors serving staggered terms, with the terms of Class I, Class II and Class III directors expiring at the annual meeting of stockholders to be held in 2022, 2023 and 2024, respectively, and each term expiring three years thereafter, in each case;

(d)    Removal of Ability to Act by Written Consent — provide that no action shall be taken by stockholders of New Berkshire Grey except at an annual or special meeting of the stockholders;

(e)     Voting Thresholds Charter Amendment — provide that certain amendments to provisions of the New Berkshire Grey Charter will require the approval of at least two-thirds of New Berkshire Grey’s then-outstanding shares of capital stock entitled to vote on such amendment;

(f)     Voting Thresholds Bylaws Amendment — provide that certain amendments to New Berkshire Grey’s bylaws will require the approval of at least two-thirds of New Berkshire Grey’s then-outstanding shares of capital stock entitled to vote on such amendment, provided that if the board of directors of New Berkshire Grey recommends such approval, such amendment will only require the approval of at least a majority of New Berkshire Grey’s then-outstanding shares of capital stock entitled to vote on such amendment; and

(g)    Opt-Out of DGCL 203 — provide that New Berkshire Grey shall not be governed by Section 203 of the General Corporation Law of the State of Delaware;

5.      The Incentive Plan Proposal — To consider and vote upon a proposal to approve and adopt the 2021 Incentive Equity Plan (the “2021 Plan”), including the authorization of the initial share reserve under the 2021 Plan (the “Incentive Plan Proposal”) (Proposal No. 5);

6.      The Existing Director Election Proposal — To consider and vote upon proposals to elect John K. Delaney, Stephen M. Case, Steven A. Museles, Phyllis R. Caldwell and Jason M. Fish as directors to serve on our board of directors under the RAAC A&R Charter until the earlier of the closing of the Business Combination and the 2023 annual meeting of stockholders, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death (the “Existing Director Election Proposal”) (Proposal No. 6);

7.      The Business Combination Director Election Proposal — To consider and vote upon proposals to elect seven directors to serve staggered terms on our board of directors until the 2022, 2023 and 2024 annual meetings of stockholders, as applicable, and until their respective successors are duly elected and qualified (the “Business Combination Director Election Proposal”) (Proposal No. 7); and

8.      The Adjournment Proposal — To consider and vote upon a proposal to adjourn the RAAC Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the RAAC Special Meeting, there are insufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, the Incentive Plan Proposal, the Existing Director Election Proposal or the Business Combination Director Election Proposal, or if holders of RAAC Class A Common Stock have elected to redeem a number of shares of RAAC Class A Common Stock such that RAAC would have less than $5,000,001 of net tangible assets or the amount in the Trust Account (as defined below), plus the proceeds from the PIPE Investment, plus all other cash and cash equivalents of RAAC (after deducting the cash amounts required to satisfy the RAAC Stockholder redemptions, payment of any deferred underwriting commissions being held in the Trust Account and transaction costs of RAAC and its affiliates) does not equal or exceed $200,000,000 (the “Adjournment Proposal”) (Proposal No. 8).

The Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal, the Existing Director Election Proposal, the Business Combination Director Election Proposal and the Adjournment Proposal are collectively referred to herein as the “proposals.”

The RAAC Board has set        , 2021 as the record date for the RAAC Special Meeting (the “record date”). Only holders of record of shares of RAAC Common Stock at the close of business on the record date will be entitled to notice of and to vote at the RAAC Special Meeting and any adjournments or postponements thereof. Any stockholder entitled to attend and vote at the RAAC Special Meeting is entitled to appoint a proxy to attend and vote on such stockholder’s behalf. Such proxy need not be a holder of shares of RAAC Common Stock. For 10 days prior to the RAAC Special Meeting, a complete list of the stockholders entitled to vote at the meeting will be available for examination by any stockholder for any purpose germane to the meeting during ordinary business hours at the address of RAAC’s executive offices located at 1717 Rhode Island Avenue, NW 10th floor, Washington, D.C. 20036. The stockholders list will also be available during the special meeting by visiting        and entering your control number.

Pursuant to the RAAC A&R Charter, RAAC will provide holders of RAAC Class A Common Stock with the opportunity to redeem their shares of RAAC Class A Common for cash equal to their pro rata share of the aggregate amount on deposit in the trust account established upon RAAC’s IPO to hold proceeds thereof (the “Trust Account”) as of two business days prior to the consummation of the Business Combination (including interest earned thereon which interest shall be net of taxes payable) upon the closing of the Business Combination. For illustrative purposes, based on funds in the Trust Account of approximately        on        , 2021, the estimated per-share redemption price would have been approximately        . Holders of RAAC Class A Common Stock may elect to redeem their shares even if they vote for the Business Combination Proposal or any other proposal. A holder of RAAC Class A Common Stock, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares of RAAC Class A Common Stock. Our sponsor, RAAC Management LLC, a Delaware limited liability company (our “Sponsor”), officers, directors and other holders of RAAC Class B Common Stock and RAAC Class C Common Stock (collectively, our “initial stockholders”) have agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any shares of RAAC Common Stock they may hold. Currently, such initial stockholders hold 25% of our issued and outstanding common stock. Such shares are excluded from the pro rata calculation used to determine the per-share redemption price. Our initial stockholders have agreed to vote any shares of common stock owned by them in favor of the Business Combination.

Each of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal and the Incentive Plan Proposal (collectively, the “Conditioned Proposals”) is cross-conditioned on the approval of each other. The Advisory Charter Proposals, which are non-binding and advisory, the Existing Director Election Proposal, the Business Combination Director Election Proposal and the Adjournment Proposal are not conditioned upon the approval of any other proposal or necessary for the consummation of the Business Combination. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each stockholder is encouraged to read carefully and in its entirety.

If our stockholders do not approve each of the Conditioned Proposals, the Business Combination may not be consummated. Approval of each of the Business Combination Proposal, Nasdaq Proposal, the Incentive Plan Proposal, the Advisory Charter Proposals and the Adjournment Proposal requires the affirmative vote of holders of a majority of the votes cast by holders of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. Approval of the Charter Proposal requires the affirmative vote of holders of a majority of the outstanding shares of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. Approval of each of the Existing Director Election Proposal and the Business Combination Director Election Proposal requires the affirmative vote of holders of a plurality of the votes cast by holders of RAAC Class B Common Stock and RAAC Class C Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. If you do not vote or do not instruct your bank, broker or other nominee how to vote with respect to the Charter Proposal, it will have the same effect as a vote “AGAINST” such proposal. Because approval of each of the other proposals only requires a majority or plurality of the votes cast, as the case may be, assuming a quorum is established at the RAAC Special Meeting, if you do not vote or do not instruct your bank, broker or other nominee how to vote, it will have no effect on each of these other proposals because such action would not count as a vote cast at the RAAC Special Meeting. The RAAC Board has already approved the proposals and recommends the stockholders vote “FOR” each of the proposals.

As of        , 2021, there was approximately $        in the Trust Account, which RAAC intends to use together with the proceeds of the PIPE Investment for the purposes of consummating the Business Combination, including payment of certain transaction expenses, which includes payment of $10,062,500 in deferred underwriting commissions to the underwriter of RAAC’s IPO. The redemption of each share of RAAC Class A Common Stock will decrease the amount in the Trust Account by the pro rata portion thereof. RAAC will not consummate the Business Combination if the redemption of public shares would result in RAAC’s failure to have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act or any successor rule).

The Merger Agreement provides that the obligation of Berkshire Grey to consummate the Business Combination is conditioned on the amount in the Trust Account, plus the proceeds from the PIPE Investment and all other cash and cash equivalents of RAAC, equaling or exceeding $200,000,000 (after deducting the cash amounts required to satisfy the RAAC Stockholder redemptions, payment of any deferred underwriting commissions being held in the Trust Account and transaction costs of RAAC and its affiliates). This condition is for the sole benefit of Berkshire Grey and may be waived by it. If, as a result of redemptions of RAAC Class A Common Stock, this condition is not met, then Berkshire Grey may elect not to consummate the Business Combination or may waive such condition.

If RAAC Stockholders fail to approve the Business Combination Proposal or any of the other Conditioned Proposals, the Business Combination may not be consummated. The accompanying proxy statement/prospectus provides additional important details regarding, among other things, the Business Combination, RAAC, Berkshire Grey, interests of related parties and the proposals to be considered at the RAAC Special Meeting. Please review the proxy statement/prospectus, including the financial statements and annexes and other documents included hereto or otherwise referred to herein, carefully and in its entirety.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF RAAC COMMON STOCK YOU OWN. Whether or not you plan to attend the RAAC Special Meeting, please complete, sign, date and mail the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also submit a proxy by telephone or via the Internet by following the instructions printed on your proxy card. If you hold your shares through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.

After careful consideration, the RAAC Board has unanimously approved the Merger Agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Business Combination Proposal, “FOR” the Nasdaq Proposal, “FOR” the Charter Proposal, “FOR” each of the Advisory Charter Proposals, “FOR” the Incentive Plan Proposal, “FOR” each of the Existing Director Election Proposal, “FOR” each of the Business Combination Director Election Proposal and “FOR” the Adjournment Proposal.

The existence of financial and personal interests of one or more of RAAC’s directors may result in a conflict of interest on the part of such director or directors between what he, she or they may believe is in the best interests of RAAC and its stockholders and what he, she or they may believe is best for themselves in determining to recommend that stockholders vote for the proposals. See “The Business Combination — Interests of RAAC Directors and Officers in the Business Combination” beginning on page 169 of the accompanying proxy statement/prospectus.

Your attention is directed to the accompanying proxy statement/prospectus (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read the accompanying proxy statement/prospectus carefully. If you have any questions or need assistance with voting, please contact RAAC’s proxy solicitor, Innisfree, at (877) 717-3930 (toll-free for stockholders) or (212) 750-5833 (for banks and brokers).

BY ORDER OF THE BOARD OF DIRECTORS

John K. Delaney

Chief Executive Officer and Director

        , 2021

TABLE OF CONTENTS

	Page
REFERENCES TO ADDITIONAL INFORMATION	iii
TRADEMARKS	iii
ABOUT THIS PROXY STATEMENT/PROSPECTUS	iii
SELECTED DEFINITIONS	iv
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	x
QUESTIONS AND ANSWERS	xiii
QUESTIONS AND ANSWERS ABOUT THE MERGER	xiii
QUESTIONS AND ANSWERS ABOUT THE RAAC SPECIAL STOCKHOLDER MEETING	xiv
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS	1
SELECTED HISTORICAL FINANCIAL INFORMATION OF RAAC	23
SELECTED HISTORICAL FINANCIAL INFORMATION OF BERKSHIRE GREY	25
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	26
UNAUDITED HISTORICAL COMPARATIVE AND PRO FORMA COMBINED PER SHARE INFORMATION	27
RISK FACTORS	28
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	55
RAAC SPECIAL MEETING OF STOCKHOLDERS	65
Proposal No. 1 — The Business Combination Proposal	72
Proposal No. 2 — THE NASDAQ PROPOSAL	78
Proposal No. 3 — THE CHARTER PROPOSAL	80
Proposal No. 4 — THE ADVISORY CHARTER PROPOSALS	82
Proposal No. 5 — THE INCENTIVE PLAN PROPOSAL	86
Proposal No. 6 — THE EXISTING DIRECTOR ELECTION PROPOSAL	94
Proposal No. 7 — THE BUSINESS COMBINATION DIRECTOR ELECTION PROPOSAL	95
Proposal No. 8 — The Adjournment Proposal	96
INFORMATION ABOUT RAAC	97
MANAGEMENT OF RAAC	102
RAAC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	105
INFORMATION ABOUT BERKSHIRE GREY	110
MANAGEMENT OF BERKSHIRE GREY	127
DIRECTOR COMPENSATION	134
BERKSHIRE GREY’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	135
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	148
MANAGEMENT OF NEW BERKSHIRE GREY AFTER THE BUSINESS COMBINATION	152
THE BUSINESS COMBINATION	156
REGULATORY APPROVALS REQUIRED FOR THE MERGER	172
ANTICIPATED ACCOUNTING TREATMENT	173
PUBLIC TRADING MARKETS	174
THE MERGER AGREEMENT	175
OTHER AGREEMENTS	190
COMPARISON OF STOCKHOLDERS RIGHTS	194
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	202
DESCRIPTION OF NEW BERKSHIRE GREY SECURITIES	208
SECURITIES ACT RESTRICTIONS ON RESALE OF NEW BERKSHIRE GREY SECURITIES	221
TICKER SYMBOL, MARKET PRICE AND DIVIDEND POLICY	222
LEGAL MATTERS	223
EXPERTS	223

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	Page
APPRAISAL RIGHTS	223
TRANSFER AGENT AND REGISTRAR	223
SUBMISSION OF STOCKHOLDER PROPOSALS	223
FUTURE STOCKHOLDER PROPOSALS AND NOMINATIONS	224
STOCKHOLDER COMMUNICATIONS	225
DELIVERY OF DOCUMENTS TO STOCKHOLDERS	225
WHERE CAN YOU FIND MORE INFORMATION	225
OTHER MATTERS	226
FINANCIAL STATEMENTS	F-1
INFORMATION NOT REQUIRED IN PROSPECTUS	II-1

Annexes

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REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other publicly available information concerning RAAC, without charge, by written request to Chief Executive Officer at Revolution Acceleration Acquisition Corp 1717 Rhode Island Avenue, NW 10th floor Washington, D.C. 20036, by telephone request at (202) 776-1400or by email request to raac@revolution.com; or Innisfree M&A Incorporated (“Innisfree”), RAAC’s proxy solicitor, by calling (877) 717-3930 (toll-free for stockholders) or (212) 750-5833 (for banks and brokers), or from the SEC through the SEC website at the address provided above.

In order for the holders of RAAC Common Stock as of immediately prior to the effective time (the “RAAC Stockholders”) to receive timely delivery of the documents in advance of RAAC’s upcoming special meeting of stockholders in lieu of the 2021 annual meeting of stockholders (the “RAAC Special Meeting”) to be held on        , 2021, you must request the information no later than        , 2021, five business days prior to the date of the RAAC Special Meeting.

TRADEMARKS

This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. RAAC does not intend its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by RAAC (File No. 333-        ) (the “Registration Statement”), constitutes a prospectus of RAAC under Section 5 of the Securities Act of 1933, as amended, with respect to the shares of the RAAC Common Stock following the effective time of the merger (the “New Berkshire Grey Common Stock”) to be issued if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, with respect to the RAAC Special Meeting at which RAAC Stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the merger agreement, among other matters.

RAAC files reports, proxy statements/prospectuses and other information with the SEC as required by the Securities Exchange Act of 1934, as amended. You can read RAAC’s SEC filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.gov.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the proposals to be presented at the special meeting, you should contact via telephone or in writing:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders Call Toll-Free: (877) 717-3930
Banks and Brokers Call: (212) 750-5833

If you are a stockholder of RAAC and would like to request documents, please do so by        , 2021 to receive them before the RAAC Special Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.

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SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

•        “2021 Plan” are to the Incentive Equity Plan to be approved for 2021.

•        “A&R Registration Rights Agreement” are to the Amended & Restated Registration Rights Agreement substantially in the form attached hereto as Annex B.

•        “Adjournment Proposal” are to the proposal to adjourn the RAAC Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the RAAC Special Meeting, there are insufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, the Incentive Plan Proposal, the Existing Director Election Proposal or the Business Combination Director Election Proposal, or if holders of RAAC Class A Common Stock have elected to redeem a number of shares of RAAC Class A Common Stock such that RAAC would have less than $5,000,001 of net tangible assets or the amount in the Trust Account (as defined below), plus the proceeds from the PIPE Investment, plus all other cash and cash equivalents of RAAC (after deducting the cash amounts required to satisfy the RAAC Stockholder redemptions, payment of any deferred underwriting commissions being held in the Trust Account and transaction costs of RAAC and its affiliates) does not equal or exceed $200,000,000.

•        “Administrator” are to either Berkshire Grey’s board of directors or a committee as selected by Berkshire Grey’s board of directors.

•        “Advisory Charter Proposals” are to the proposals to approve, on a non-binding advisory basis, the material differences between the RAAC A&R Charter and the New Berkshire Grey Charter, which are presented as seven separate sub-proposals in accordance with the requirements of the SEC.

•        “alignment shares” are to shares of RAAC Class C Common Stock.

•        “B-3 Warrant” are to the warrant to purchase Berkshire Grey Series B-3 Preferred Stock.

•        “Base Purchase Price” are to $2,250,000,000.00.

•        “Berkshire Grey” are to Berkshire Grey, Inc., a Delaware corporation, and its consolidated subsidiaries prior to the effective time of the Merger Agreement.

•        “Berkshire Grey Common Stock” are to the common stock, par value $0.001 per share, of Berkshire Grey.

•        “Berkshire Grey Preferred Stock” are to Berkshire Grey Series A Preferred Stock, Berkshire Grey Series A-1 Preferred Stock, Berkshire Grey Series A-2 Preferred Stock, Berkshire Grey Series A-3 Preferred Stock, Berkshire Grey Series A-4 Preferred Stock, Berkshire Grey Series B Preferred Stock, Berkshire Grey Series B-1 Preferred Stock, Berkshire Grey Series B-2 Preferred Stock and Berkshire Grey Series B-3 Preferred Stock.

•        “Berkshire Grey Series A Preferred Stock” are to the series A preferred stock, par value $0.001 per share, of Berkshire Grey.

•        “Berkshire Grey Series A-1 Preferred Stock” are to the series A-1 preferred stock, par value $0.001 per share, of Berkshire Grey.

•        “Berkshire Grey Series A-2 Preferred Stock” are to the series A-2 preferred stock, par value $0.001 per share, of Berkshire Grey.

•        “Berkshire Grey Series A-3 Preferred Stock” are to the series A-3 preferred stock, par value $0.001 per share, of Berkshire Grey.

•        “Berkshire Grey Series A-4 Preferred Stock” are to the series A-4 preferred stock, par value $0.001 per share, of Berkshire Grey.

•        “Berkshire Grey Series B Preferred Stock” are to the series B preferred stock, par value $0.001 per share, of Berkshire Grey.

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•        “Berkshire Grey Series B-1 Preferred Stock” are to the series B-1 preferred stock, par value $0.001 per share, of Berkshire Grey.

•        “Berkshire Grey Series B-2 Preferred Stock” are to the series B-2 preferred stock, par value $0.001 per share, of Berkshire Grey.

•        “Berkshire Grey Series B-3 Preferred Stock” are to the series B-3 preferred stock, par value $0.001 per share, of Berkshire Grey.

•        “Berkshire Grey Stockholders Support Agreement” are to that certain stockholder support agreement, dated as of February23, 2021, by and among RAAC, certain stockholders of Berkshire Grey and Berkshire Grey, and attached hereto as Annex D.

•        “BG Preferred Conversion” are to immediately prior to the effective time, all issued and outstanding shares of each series of preferred stock, par value $0.001 per share, of Berkshire Grey being converted into shares of Berkshire Grey Common Stock.

•        “BG RRA Parties” are to certain current holders of Berkshire Grey party to the A&R Registration Rights Agreement.

•        “Business Combination” are to the proposed business combination between RAAC and Berkshire Grey.

•        “Business Combination Director Election Proposal” are to the proposals to elect seven directors to serve staggered terms on the board of directors of New Berkshire Grey until the 2022, 2023 and 2024 annual meetings of stockholders, as applicable, and until their respective successors are duly elected and qualified.

•        “Business Combination Proposal” are to the proposal to approve the Merger Agreement and the Business Combination.

•        “Charter Proposal” are to the proposal to approve the New Berkshire Grey Charter.

•        “Code” are to Section 368 of the Internal Revenue Code of 1986, as amended.

•        “Conditioned Proposals” are to the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal and the Incentive Plan Proposal.

•        “Continental” are to RAAC’s transfer agent, Continental Stock Transfer & Trust Company.

•        “COVID-19” are to SARS-CoV-2 or the novel coronavirus, referred to as COVID-19, and any evolutions, mutations or variants thereof or related to associated epidemics, pandemics or disease outbreaks.

•        “DWAC” are to Depository Trust Company’s Deposit Withdrawal at Custodian system.

•        “effective time” are to the effective time of the merger.

•        “Exchange Act” are to the Securities Exchange Act of 1934, as amended.

•        “Exchange Ratio” are to the quotient obtained by dividing (a) the number of shares of RAAC Class A Common Stock constituting the Merger Consideration, by (b) the number of shares of Aggregate Fully Diluted Company Stock (as defined in the Merger Agreement).

•        “Existing Director Election Proposal” are to elect John K. Delaney, Stephen M. Case, Steven A. Museles, Phyllis R. Caldwell and Jason M. Fish as directors to serve on our board of directors under the RAAC A&R Charter until the earlier of the closing of the Business Combination and the 2023 annual meeting of stockholders, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death.

•        “Fidler Offer Letter” are to the offer letter entered into in August 2020, by and between Berkshire Grey and Mark Fidler.

•        “Fidler Options” are to the options to acquire Berkshire Grey Common Stock equal to 1.0% of the shares of common stock as of the date of grant, granted pursuant to the Fidler Offer Letter.

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•        “founder shares” are to shares of RAAC Class B Common Stock.

•        “GAAP” are to generally accepted accounting principles in the United States as in effect from time to time.

•        “HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

•        “Incentive Equity Plan” are to the incentive equity plan substantially in the form attached as Annex G.

•        “Incentive Plan Proposal” are to the proposal to approve and adopt the 2021 Plan, including the authorization of the initial share reserve under the 2021 Plan.

•        “initial stockholders” are to, collectively, the Sponsor and each of the Insiders.

•        “Innisfree” are to Innisfree M&A Incorporated, RAAC’s proxy solicitor

•        “Insiders” are to each of RAAC’s officers and directors and holders of RAAC Class B Common Stock and RAAC Class C Common Stock.

•        “Investment Company Act” are to the Investment Company Act of 1940, as amended.

•        “Johnson Employment Agreement” are to the employment agreement entered into in October 2019, by and between Berkshire Grey and Steve Johnson.

•        “Johnson Loan Documents” are to the partial recourse secured promissory note and pledge agreement, each entered into as of October29, 2019, by and between Berkshire Grey and Steve Johnson.

•        “Johnson Shares” are to the 1,191,871 restricted shares of Berkshire Grey Common Stock purchased by Steve Johnson pursuant to the Johnson Employment Agreement.

•        “Market Value” are to the volume weighted average trading price of our New Berkshire Grey Class A Common Stock during the 20-trading day period starting on the trading day prior to the day on which we consummate the Business Combination.

•        “material adverse effect” are to, with respect to Berkshire Grey, any event, state of facts, development, circumstance, occurrence or effect that (a) has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, results of operations or condition (financial or otherwise) of Berkshire Grey and its subsidiaries, taken as a whole or (b) does or would reasonably be expected to, individually or in the aggregate, prevent the ability of Berkshire Grey to consummate the merger, subject to certain customary qualifications and exceptions

•        “merger” are to the merger of Merger Sub with and into Berkshire Grey, Inc.

•        “Merger Agreement” are to the Agreement and Plan of Merger, dated as of February23, 2021, by and among RAAC, Merger Sub and Berkshire Grey.

•        “Merger Consideration” are to a number of shares of RAAC Class A Common Stock equal to the quotient obtained by dividing (a) the Base Purchase Price by (b) $10.00

•        “Merger Sub” are to Pickup Merger Corp, a Delaware corporation.

•        “Minimum Available RAAC Cash Amount” are to the Trust Amount plus the PIPE Investment Amount is equal to or greater than $200,000,000.

•        “Minimum Cash Condition” are to the obligations of Berkshire Grey to consummate the merger being conditioned on, among other things, that as of immediately prior to the effective time, (x) the amount of cash available in the Trust Account, after deducting (i) the amount required to satisfy the RAAC’s obligations to its stockholders (if any) that exercise their rights to redeem their public shares pursuant to RAAC’s governing documents, (ii) the payment of any deferred underwriting commissions being held in the Trust Account and (iii) the payment of any transaction expenses of RAAC or its affiliates, as

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contemplated by the Merger Agreement, plus (y) the aggregate PIPE Investment Amount actually received by RAAC prior to or substantially concurrently with the closing of the Business Combination must be equal to or greater than $200,000,000.

•        “Minimum PIPE Investment Amount” are to the amount to which PIPE Investors have agreed to purchase from RAAC, shares of RAAC Class A Common Stock for a PIPE Investment Amount of at least $165,000,000.

•        “Nasdaq” are to The Nasdaq Stock Market LLC.

•        “Nasdaq Proposal” are to the proposal to approve, for purposes of complying with the applicable listing rules of Nasdaq, the issuance of shares of RAAC Class A Common Stock as merger consideration and pursuant to the PIPE Investment, in each case, in connection with the Business Combination.

•        “New Berkshire Grey” are to Berkshire Grey, Inc. (f/k/a Revolution Acceleration Acquisition Corp prior to the effective time of the Merger Agreement) and its consolidated subsidiaries after the effective time of the merger.

•        “New Berkshire Grey Board” are to the board of directors of New Berkshire Grey.

•        “New Berkshire Grey Charter” are to the proposed third amended and restated certificate of incorporation of New Berkshire Grey, attached hereto as Annex H, which will replace the RAAC A&R Charter upon closing of the Business Combination.

•        “New Berkshire Grey Class A Common Stock” are to RAAC Class A Common Stock following the effective time of the merger.

•        “New Berkshire Grey Class C Common Stock” are to RAAC Class C Common Stock following the effective time of the merger.

•        “New Berkshire Grey Common Stock” are to the RAAC Common Stock following the effective time of the merger.

•        “New Berkshire Grey Preferred Stock” are to the preferred stock of New Berkshire Grey, par value $0.0001 per share.

•        “Newly Issued Price” are to an issue price or effective issue price of less than $9.20 per share of New Berkshire Grey Class A Common Stock (with such issue price or effective issue price to be determined in good faith by the RAAC Board and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares or alignment shares held by our sponsor or such affiliates, as applicable, prior to such issuance).

•        “PIPE Investment” are to the purchase of shares of RAAC Class A Common Stock pursuant to the Subscription Agreements.

•        “PIPE Investment Amount” are to the aggregate gross purchase price received by RAAC prior to or substantially concurrently with consummation of the Business Combination for the shares in the PIPE Investment.

•        “PIPE Investors” are to those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements.

•        “Plan Administrator” are to the New Berkshire Grey Board, the compensation committee or a similar committee performing the functions of the compensation committee, which committee will be constituted to satisfy applicable laws.

•        “Proposed Bylaws” are to the proposed bylaws of New Berkshire Grey.

•        “RAAC” are to Revolution Acceleration Acquisition Corp, a Delaware corporation.

•        “RAAC A&R Charter” are to RAAC’s Second Amended and Restated Certificate of Incorporation, substantially in the form attached as Annex F.

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•        “RAAC Board” are to the board of directors of RAAC.

•        “RAAC Bylaws” are to the bylaws of RAAC as in existence prior to the consummation of the Business Combination.

•        “RAAC Class A Common Stock” are to the Class A common stock, par value $0.0001 per share, of RAAC.

•        “RAAC Class B Common Stock” are to the Class B common stock, par value $0.0001 per share, of RAAC.

•        “RAAC Class C Common Stock” are to the Class C common stock, par value $0.0001 per share, of RAAC.

•        “RAAC Common Stock” are to the RAAC Class A Common Stock, the RAAC Class B Common Stock and the RAAC Class C Common Stock.

•        “RAAC’s IPO” are to the initial public offering of RAAC, that was completed on December10, 2020, of 28,750,000 RAAC Units.

•        “RAAC Private Warrants” are to the 5,166,667 redeemable warrants of RAAC that were sold in a private placement to the Sponsor concurrently with RAAC’s IPO at a purchase price of $1.50 per warrant. The RAAC Private Warrants are identical to the RAAC Public Warrants except that, as long as the Sponsor or its permitted transferees beneficially own the RAAC Private Warrants, the RAAC Private Warrants (including the shares of RAAC Class A Common Stock issuable upon exercise of such RAAC Private Warrants) are subject to certain transfer restrictions and the holders thereof are entitled to certain registration rights, and: (1) will not be redeemable by RAAC (except as described in the RAAC’s IPO prospectus); and (2) may be exercised by the holders on a cashless basis.

•        “RAAC Public Shares” are to the shares of RAAC Class A Common Stock that were initially sold as part of the RAAC Units in RAAC’s IPO.

•        “RAAC Public Stockholders” are to holders of RAAC Public Shares.

•        “RAAC Public Warrants” are to the 9,583,333 redeemable warrants of RAAC sold as part of the RAAC Units in RAAC’s IPO. Each whole RAAC Public Warrant entitles the holder thereof to purchase one share of RAAC Class A Common Stock for $11.50 per share, subject to adjustment and in accordance with the terms of the RAAC Public Warrants.

•        “RAAC Special Meeting” are to RAAC’s upcoming special meeting of stockholders in lieu of the 2021 annual meeting of stockholders.

•        “RAAC Stockholders” are to the holders of RAAC Common Stock as of immediately prior to the effective time.

•        “RAAC Units” are to the units of RAAC sold in connection with RAAC’s initial public offering, each such unit consisting of one share of RAAC Class A Common Stock and one-third of one RAAC Public Warrant.

•        “redemption rights” are to the right of each RAAC Stockholder holding public shares to demand, prior to the consummation of the Business Combination, that RAAC redeem the shares of RAAC Class A Common Stock held by such RAAC for a pro rata portion of the cash held in the Trust Account.

•        “Reference Value” are to the last reported sale price of RAAC Class A Common Stock for any 20-trading days within a 30-trading day period ending on the third trading day prior to the date on which RAAC sends the notice of redemption to the warrant holders.

•        “Registration Statement” are to this document, which forms part of a registration statement on Form S-4 filed with the SEC by RAAC (File No. 333-        ).

•        “Resale Registration Statement” are to the registration statement registering the resale of certain shares of RAAC Class A Common Stock and certain other equity securities of RAAC held by the RRA Parties.

•        “RRA Parties” are to each of the parties to the A&R Registration Rights Agreement, including each of the BG RRA Parties.

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•        “RSA Agreement” are to the Restricted Stock Award Agreement, dated as of October29, 2019, between Berkshire Grey and Steve Johnson.

•        “RSA Shares” are to 1,191,872shares of restricted Berkshire Grey Common Stock issued to Steve Johnson pursuant to the RSA Agreement.

•        “SBG” are to SoftBank Group Corp.

•        “SEC” are to the United States Securities and Exchange Commission.

•        “Section 409A” are to Section 409A of the Internal Revenue Code.

•        “Securities Act” are to the Securities Act of 1933, as amended.

•        “Sponsor” are to RAAC Management LLC, a Delaware limited liability company and the sponsor of RAAC.

•        “Sponsor Support Agreement” are to that certain amended and restated letter agreement, dated as of February23, 2021, by and among RAAC, Berkshire Grey, the Sponsor and the Insiders, and attached hereto as Annex C, which amends and restates the prior letter agreement between the parties, dated December7, 2020.

•        “Stock Repurchase Agreement” are to that certain Stock Repurchase Agreement, dated as of February23, 2021, by and between Berkshire Grey and Steve Johnson.

•        “Subscription Agreements” are to the subscription agreements, entered into as of February23, 2021, by and between RAAC and the PIPE Investors, pursuant to which the PIPE Investment will be consummated.

•        “Surviving Corporation” are to Berkshire Grey, Inc. subsequent to the merger with Pickup Merger Corp.

•        “Trust Account” are to all of the cash proceeds of RAAC’s initial public offering and private placements of its securities that have been deposited in the trust account for the benefit of RAAC, certain of its public stockholders and the underwriters of RAAC’s initial public offering.

•        “Trustee” are to Continental Stock Transfer & Trust Company.

•        “Voting Agreement” are to the Amended and Restated Voting Agreement, dated as of June28, 2019, by and between Berkshire Grey and certain of its stockholders.

•        “Wagner Employment Agreement” are to Berkshire Grey’s employment agreement with Thomas Wagner.

•        “Warrant Termination Agreement” are to that certain Warrant Termination Agreement, dated as of February23, 2021, by and between Berkshire Grey and SBG.

Unless specified otherwise, amounts in this proxy statement/prospectus are presented in United States (“U.S.”) dollars.

Defined terms in the financial statements contained in this proxy statement/prospectus have the meanings ascribed to them in the financial statements.

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, all references in this proxy statement/prospectus to RAAC Common Stock, Berkshire Grey Common Stock, New Berkshire Grey Common Stock or shares thereof or warrants include such securities underlying the units.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of RAAC (to be called “New Berkshire Grey” after the Business Combination) and Berkshire Grey. These statements are based on the beliefs and assumptions of the management of RAAC and Berkshire Grey. Although RAAC and Berkshire Grey believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither RAAC nor Berkshire Grey can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or similar expressions. Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about the ability of RAAC and Berkshire Grey prior to the Business Combination, and New Berkshire Grey following the Business Combination. Such statements may relate to:

•        the expected benefits from the Business Combination;

•        RAAC’s ability to consummate the Business Combination or, if RAAC does not complete the Business Combination, any other initial business combination;

•        the inability to complete the financing from the PIPE Investment;

•        any satisfaction or waiver (if applicable) of the conditions to the Business Combination, including, but not limited to: the satisfaction or waiver of certain customary closing conditions, the existence of no material adverse effect at RAAC or Berkshire Grey and receipt of certain stockholder approvals contemplated by this proxy statement/prospectus;

•        the occurrence of any other event, change or other circumstances that could give rise to the termination or delay of the Merger Agreement;

•        New Berkshire Grey’s plans to develop and commercialize its product candidates;

•        New Berkshire Grey’s ability to continue to develop new innovations to meet constantly evolving customer demands;

•        New Berkshire Grey’s expectations regarding the impact of the ongoing COVID-19 pandemic on its business, industry and the economy;

•        New Berkshire Grey’s estimates regarding future expenses, revenue, earnings, margin, capital requirements and needs for additional financing after the Business Combination;

•        New Berkshire Grey’s expectations regarding the growth of its business, including the potential size of the total addressable market;

•        New Berkshire Grey’s ability to maintain and establish collaborations or obtain additional funding;

•        New Berkshire Grey’s ability, subsequent to the consummation of the PIPE Investment and the Business Combination, to obtain funding for its future operations and working capital requirements and expectations regarding the sufficiency of its capital resources;

•        the implementation of New Berkshire Grey’s business model and strategic plans for its business following the Business Combination;

•        New Berkshire Grey’s intellectual property position and the duration of its patent rights;

•        developments or disputes concerning New Berkshire Grey’s intellectual property or other proprietary rights;

•        New Berkshire Grey’s ability to compete in the markets it serves;

•        New Berkshire Grey’s expectations regarding its entry into new markets;

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•        competition in New Berkshire Grey’s industry, the advantages of New Berkshire Grey’s solutions and technology over competing products and technology existing in the market and competitive factors including with respect to technological capabilities, cost and scalability;

•        the impact of government laws and regulations and liabilities thereunder;

•        New Berkshire Grey’s need to hire additional personnel and our ability to attract and retain such personnel;

•        the ability of RAAC and Berkshire Grey to consummate the PIPE Investment or raise financing in the future;

•        the use of proceeds not held in the Trust Account or available to RAAC from interest income on the Trust Account balance;

•        the anticipated cash available at the closing of the Business Combination; and

•        the anticipated use of New Berkshire Grey’s cash and cash equivalents.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that RAAC or Berkshire Grey “believes,” and similar statements, reflect such party’s beliefs and opinions on the relevant subject. These statements are based upon information available to such party as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that either RAAC or Berkshire Grey has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus, could affect the future results of RAAC and Berkshire Grey prior to the Business Combination, and New Berkshire Grey following the Business Combination, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this proxy statement/prospectus:

•        the occurrence of any event, change or other circumstances that could give rise to the termination or delay of the Business Combination, which may adversely affect the price of RAAC’s securities;

•        the risk that the Business Combination may not be completed by RAAC’s Business Combination deadline and the potential failure to obtain an extension of the Business Combination deadline if sought by RAAC;

•        the outcome of any legal proceedings that may be instituted against RAAC, Berkshire Grey or others following announcement of the Business Combination and the transactions contemplated therein;

•        the inability to complete the transactions contemplated by the Business Combination due to the failure to obtain approval of the stockholders of RAAC or Berkshire Grey, failure to obtain regulatory approval, or other conditions to closing in the merger agreement;

•        the inability to complete the PIPE Investment in connection with the Business Combination;

•        the lack of a third-party valuation in determining whether to pursue the Business Combination;

•        the amount of redemption requests made by the RAAC Public Stockholders;

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•        the price of RAAC’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which RAAC operates, variations in operating performance across competitors, changes in laws and regulations affecting RAAC’s business and changes in the combined capital structure;

•        the inability to obtain or maintain the listing of New Berkshire Grey Common Stock on Nasdaq following the Business Combination;

•        the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the Business Combination;

•        the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, the ability of New Berkshire Grey to grow and manage growth profitably, maintain relationships with customers, compete within its industry and retain its key employees;

•        the costs related to the proposed Business Combination;

•        the possibility that RAAC or Berkshire Grey may be adversely impacted by other economic, business, and/or competitive factors;

•        any future exchange and interest rates;

•        trends in the industry, changes in the competitive landscape, delays or disruptions due to the significant uncertainty created by the COVID-19 pandemic, as well as changes in the legal and regulatory framework for the industry or unexpected litigation or disputes and future expenditures;

•        changes in applicable laws or regulations;

•        difficulties arising from Berkshire Grey’s third-party licenses, or supply-chain or manufacturing challenges;

•        the loss of any one of Berkshire Grey’s primary customers;

•        the inability to obtain necessary hardware, software and operational support if Berkshire Grey’s suppliers or other third-party vendors become unavailable or produce inadequate supplies or services;

•        risks from any strategic alliances or licensing arrangements entered into in the future and not being able to realize the benefits of such alliances or licensing arrangements;

•        litigation or investigations involving us could result in material settlements, fines or penalties and may adversely affect Berkshire Grey’s business, financial condition and results of operations;

•        the possibility that RAAC or Berkshire Grey may be adversely affected by other economic, business and/or competitive factors;

•        Berkshire Grey’s failure to successfully acquire or make investments in other businesses, patents, technologies, products or services, which could disrupt its business and have an adverse impact on its financial condition; and

•        other risks and uncertainties indicated in this proxy statement/prospectus, including those under “Risk Factors” herein, and other filings that have been made or will be made with the SEC by RAAC.

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QUESTIONS AND ANSWERS

The following are answers to certain questions that you may have regarding the Business Combination and the stockholder meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this proxy statement/prospectus.

QUESTIONS AND ANSWERS ABOUT THE MERGER

In light of ongoing developments related to the COVID-19 pandemic and to protect the health of RAAC Stockholders, management and the community, the RAAC Special Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast.

Q:     How do I attend a virtual meeting?

A:     As a registered stockholder, along with this proxy statement/prospectus, you received a proxy card from Continental Stock Transfer & Trust Company, our transfer agent, which contains instructions on how to attend the virtual RAACSpecial Meeting, including the URL address and your control number. You will need your control number for access. If you do not have your control number, contact Continental Stock Transfer & Trust Company (“Continental”) at (917) 262-2373, or email at proxy@continentalstock.com.

You can pre-register to attend the virtual RAACSpecial Meeting starting on        , 2021 (five business days prior to the meeting). Enter the following URL address into your browser (        ), then enter your control number, name and email address. Once you pre-register, you can vote or enter questions in the chat box. At the start of the RAAC Special Meeting, you will need to re-log in using the same control number and, if you want to vote during the meeting, you will be prompted to enter your control number again.

Beneficial owners who own their investments through a bank, broker or other nominee, will need to contact Continental to receive a control number. If you plan to vote at the RAAC Special Meeting, you will need to have a legal proxy from your broker, bank or other nominee or, if you would like to join and not vote, Continental can issue you a guest control number with proof of ownership. Either way you must contact Continental at the number or email address above for specific instructions on how to receive the control number. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have internet capabilities, you can listen only to the RAAC Special Meeting by dialing              and when prompted enter the pin         . This call is listen only, so you will not be able to vote or enter questions during the RAAC Special Meeting.

Q:     What is the Merger?

A:     RAAC, Merger Sub and Berkshire Grey have entered into the Merger Agreement, pursuant to which Merger Sub will merge with and into Berkshire Grey with Berkshire Grey surviving the merger as a wholly owned subsidiary of RAAC.

RAAC will hold the RAAC Special Meeting to, among other things, obtain the approvals required for the merger and the other transactions contemplated by the Merger Agreement and you are receiving this proxy statement/prospectus in connection with such meeting. See “The Merger Agreement” beginning on page 175. In addition, a copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A. We urge you to read carefully this proxy statement/prospectus and the Merger Agreement in their entirety.

Q:     Why am I receiving this document?

A:     RAAC is sending this proxy statement/prospectus to its stockholders to help them decide how to vote their shares of RAAC Common Stock with respect to the matters to be considered at the RAAC Special Meeting.

The merger cannot be completed unless the RAAC Stockholders approve the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal and the Incentive Plan Proposal set forth in this proxy statement/prospectus for their approval. Information about the RAAC Special Meeting, the merger and the other business to be considered by stockholders at the RAAC Special Meeting is contained in this proxy statement/prospectus.

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This document constitutes a proxy statement and a prospectus of RAAC. It is a proxy statement because the RAAC Board is soliciting proxies using this proxy statement/prospectus from its stockholders. It is a prospectus because RAAC, in connection with the merger, is offering shares of New Berkshire Grey Common Stock in exchange for the outstanding shares of Berkshire Grey Common Stock and Berkshire Grey Preferred Stock. See “The Merger Agreement — Merger Consideration” beginning on page 175.

Q:     What will Berkshire Grey stockholders receive in the Merger?

A:     Immediately prior to the completion of the merger, the BG Preferred Conversion will be effected.

At the effective time, each share of Berkshire Grey Common Stock issued and outstanding immediately prior to the effective time (other than shares owned by Berkshire Grey as treasury stock or dissenting shares) will convert into the right to receive a number of shares of New Berkshire Grey Class A Common Stock equal to the exchange ratio set forth in the Merger Agreement multiplied by the number of shares of Berkshire Grey Common Stock held by such holder as of immediately prior to the effective time, with fractional shares rounded down to the nearest whole share. The shares of New Berkshire Grey Class A common stock to be issued in the merger are referred to collectively as the “Merger Consideration”.

Based on the number of shares of Berkshire Grey Preferred Stock outstanding, the number of shares of Berkshire Grey Common Stock outstanding and the number of outstanding options to purchase Berkshire Grey Common Stock, in each case as of        , 2020, the total number of shares of New Berkshire Grey’s Class A Common Stock expected to be issued in connection with the Business Combination is approximately        .

Q:     When will the Merger be completed?

A:     The parties currently expect that the merger will be completed during the second quarter of 2021. However, RAAC cannot assure you of when or if the merger will be completed, and it is possible that factors outside of the control of both RAAC and Berkshire Grey could result in the merger being completed at a different time or not at all. RAAC must first obtain the approval of RAAC Stockholders for the Conditioned Proposals set forth in this proxy statement/prospectus for their approval, Berkshire Grey must first obtain the written consent of Berkshire Grey stockholders for the merger, and RAAC and Berkshire Grey must also first obtain certain necessary regulatory approvals and satisfy other closing conditions. See “The Merger Agreement — Conditions to the Business Combination” beginning on page 186.

QUESTIONS AND ANSWERS ABOUT THE RAAC SPECIAL STOCKHOLDER MEETING

Q:     What am I being asked to vote on, and why is this approval necessary?

A:     RAAC Stockholders are being asked to vote on the following proposals:

1.      the Business Combination Proposal;

2.      the Nasdaq Proposal;

3.      the Charter Proposal;

4.      the Advisory Charter Proposals;

5.      the Existing Director Election Proposal;

6.      the Business Combination Director Election Proposal;

7.      the Incentive Plan Proposal; and

8.      the Adjournment Proposal (if necessary).

The Business Combination is conditioned upon the approval of each of the Conditioned Proposals. Failure to receive approval of any of the Conditioned Proposals provides each of RAAC and Berkshire Grey with a right to terminate the merger agreement. If our stockholders do not approve each of the Conditioned Proposals, the merger may not be consummated. If the Business Combination Proposal is not approved, each of the other proposals (except the Adjournment Proposal) will not be presented to the stockholders for a vote.

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Q:     Why is RAAC proposing the Business Combination?

A:     RAAC was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities.

On December10, 2020, RAAC completed its initial public offering, generating gross proceeds of $287.5million. Since RAAC’s IPO, RAAC’s activity has been limited to the evaluation of business combination candidates.

Berkshire Grey is an Intelligent Enterprise Robotics (IER) company pioneering and delivering transformative AI-enabled robotic solutions that automate filling ecommerce orders for consumers or businesses, filling orders to resupply retail stores and groceries, and handling packages shipped to fill those orders. Berkshire Grey’s solutions transform supply chain operations and enable its customers to meet and exceed the demands of today’s connected consumers and businesses.

Based on its due diligence investigations of Berkshire Grey and the industry in which it operates, including the financial and other information provided by Berkshire Grey in the course of their negotiations in connection with the Merger Agreement, RAAC believes that the Business Combination with Berkshire Grey is advisable and in the best interests of RAAC and its stockholders. See “The Business Combination — Recommendation of the RAAC Board of Directors and Reasons for the Business Combination” beginning on page 164 of this proxy statement/prospectus.

Q:     Did the RAAC Board obtain a third-party valuation or fairness opinion in determining whether to proceed with the merger?

A:     The RAAC Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the merger. RAAC’s officers, directors and advisors have substantial experience in evaluating the operating and financial merits of companies, especially in the logistics, supply chain, robotics and artificial intelligence industries, and concluded that their experience and backgrounds, together with the experience and sector expertise of RAAC’s financial advisor, J.P. Morgan Securities LLC, enabled them to make the necessary analyses and determinations regarding the merger. In addition, RAAC’s officers, directors and advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the RAAC Board, officers and advisors in valuing Berkshire Grey’s business.

Q:     Do I have redemption rights?

A:     If you are a holder of public shares, you have the right to demand that RAAC redeem such shares for a pro rata portion of the cash held in the Trust Account (such rights, “redemption rights”).

Notwithstanding the foregoing, the RAAC A&R Charter provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the public shares, without RAAC’s prior consent.

Under the RAAC A&R Charter, a holder of public shares may redeem only if RAAC has at least $5,000,001 of net tangible assets after giving effect to all holders of public shares that properly demand redemption of their shares for cash. Additionally, Berkshire Grey will not be required to consummate the merger if the amount in the Trust Account, plus the proceeds from the PIPE Investment, plus all other cash and cash equivalents of RAAC (after deducting the cash amounts required to satisfy the RAAC Stockholder redemptions, payment of any deferred underwriting commissions being held in the Trust Account and transaction costs of RAAC and its affiliates) does not equal or exceed $200.0million.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether you vote your shares of common stock for or against, or whether you abstain from voting on the Business Combination Proposal or any other proposal described by this proxy statement/prospectus. As a result, the Merger Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the Nasdaq rules.

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Q:     How do I exercise my redemption rights?

A:     If you are a holder of public shares and wish to exercise your redemption rights, you must demand that RAAC redeem your shares for cash no later than the second business day preceding the vote on the Business Combination Proposal by delivering your stock to RAAC’s transfer agent physically or electronically using the DWAC system prior to the vote at the RAAC Special Meeting. Any holder of public shares will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was $        , or $        per share, as of        , 2021, the RAAC record date). Such amount, including interest earned on the funds held in the Trust Account and not previously released to RAAC to pay its taxes, will be paid promptly upon consummation of the merger. However, under Delaware law, the proceeds held in the Trust Account could be subject to claims which could take priority over those of the RAAC Public Stockholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal or any other proposal described in this proxy statement/prospectus. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your redemption rights. Regardless of whether you vote for or against the Business Combination Proposal or any other proposal described in this proxy statement/prospectus and whether you held RAAC Common Stock as of the RAAC record date or acquired them after the RAAC record date will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption, once made by a public stockholder, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the RAAC Special Meeting. If you deliver your shares for redemption to RAAC’s transfer agent and later decide prior to the RAAC Special Meeting not to elect redemption, you may request that RAAC’s transfer agent return the shares (physically or electronically).

Any corrected or changed written demand of redemption rights must be received by Continental prior to the vote taken on the Business Combination Proposal at the RAAC Special Meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to Continental at least two business days prior to the vote at the RAAC Special Meeting.

If a demand is properly made as described above, then, if the merger is consummated, RAAC will redeem those shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your public shares for cash.

Q:     If I am a warrant holder, can I exercise redemption rights with respect to my warrants?

A:     No. The holders of warrants have no redemption rights with respect to warrants.

Q:     If I am a holder of RAAC Units, can I exercise redemption rights with respect to my RAAC Units?

A:     No. Holders of outstanding RAAC Units (each of which consists of one RAAC Public Share and one-third of one RAAC Public Warrant) must separate the underlying RAAC Public Shares and RAAC Public Warrants prior to exercising redemption rights with respect to the public shares.

If you hold RAAC Units registered in your own name, you must deliver the certificate for such RAAC Units to Continental, our transfer agent, with written instructions to separate such RAAC Units into RAAC Public Shares and RAAC Public Warrants. This must be completed far enough in advance to permit the mailing of the share certificates back to you so that you may then exercise your redemption rights upon the separation of the RAAC Units. See the question “How do I exercise my redemption rights?” on page xvi above. The address of Continental is listed under the question “Who Can Answer Your Questions About Voting” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental, our transfer agent. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public warrants. This must be completed far

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enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Q:     Do I have appraisal rights if I object to the proposed merger?

A:     No. There are no appraisal rights available to holders of shares of RAAC Common Stock in connection with the merger.

Q:     What happens to the funds deposited in the Trust Account after consummation of the merger?

A:     The net proceeds of RAAC’s IPO, together with funds raised from the private sale of warrants simultaneously with the consummation of RAAC’s IPO, were placed in the Trust Account immediately following RAAC’s IPO. After consummation of the merger, the funds in the Trust Account will be used to pay holders of the public shares who exercise redemption rights, to pay fees and expenses incurred in connection with the merger and for Berkshire Grey’s working capital and general corporate purposes.

Q:     What happens if a substantial number of public stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A:     The RAAC Public Stockholders may vote in favor of the merger and still exercise their redemption rights. Accordingly, the merger may be consummated even though the funds available from the Trust Account and the number of public stockholders are substantially reduced as a result of redemptions by public stockholders. However, Berkshire Grey will not be required to consummate the merger if the amount in the Trust Account, plus the proceeds from the PIPE Investment, plus all other cash and cash equivalents of RAAC (after deducting the cash amounts required to satisfy the RAAC Stockholder redemptions, payment of any deferred underwriting commissions being held in the Trust Account and transaction costs of RAAC and its affiliates) does not equal or exceed $200.0million. With fewer public shares and public stockholders, the trading market for Berkshire Grey Class A common stock after the merger may be less liquid than the market for RAAC Class A Common Stock prior to the Business Combination, and Berkshire Grey may not be able to meet the listing standards of a national securities exchange. In addition, with less money available from the Trust Account, the capital infusion from the Trust Account into Berkshire Grey’s business will be reduced, and Berkshire Grey may not be able to fund its operations as currently contemplated.

Q:     What happens if the merger is not consummated?

A:     If RAAC does not complete the merger with Berkshire Grey for any reason, RAAC would search for another target business with which to complete a business combination. If RAAC does not complete the merger with Berkshire Grey or another target business by December10, 2022, RAAC must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account divided by the number of outstanding public shares. Holders of founder shares and alignment shares have no redemption rights if a business combination is not effected in the required time period and, accordingly, their founder shares and alignment shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to RAAC’s outstanding warrants. Accordingly, such warrants will expire worthless.

Q:     How do the Sponsor and other insiders intend to vote on the proposals?

A:     The Sponsor, along with the Insiders, including independent directors, own of record and are entitled to vote an aggregate of approximately 25% of the outstanding shares of RAAC Common Stock (excluding warrants). The Sponsor, along with the RAAC independent directors and certain other Insiders of RAAC, have agreed to vote any founder shares, alignment shares and any public shares held by them as of the RAAC record date, in favor of the proposals. See “Other Agreements — Sponsor Support Agreement,” “Other Agreements — Berkshire Grey Stockholders Support Agreement” and “Other Agreements — RAAC Letter Agreement” beginning on page 190 of this proxy statement/prospectus, respectively.

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Q:     What constitutes a quorum at the RAAC Special Meeting?

A:     A majority of the voting power of the issued and outstanding RAAC Common Stock entitled to vote at the RAAC Special Meeting must be present, in person or represented by proxy, at the RAAC Special Meeting to constitute a quorum and in order to conduct business at the RAAC Special Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The holders of the founder shares and alignment shares, who own 25% of the issued and outstanding shares of RAAC Common Stock as of the record date, will count towards this quorum. In the absence of a quorum, the chairman of the RAAC Special Meeting has power to adjourn the RAAC Special Meeting. As of the RAAC record date,        shares of RAAC Common Stock would be required to achieve a quorum.

Q:     Do I need to attend the RAAC Special Meeting to vote my shares?

A:     No. You are invited to virtually attend the special meeting to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the special meeting of stockholders to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage-paid envelope. Your vote is important. RAAC encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus. See also “— Q: How do I vote?” on page xix below.

Q:     What vote is required to approve each proposal at the RAAC Special Meeting?

A:     The Business Combination Proposal: The affirmative vote of a majority of the votes cast by holders of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting, assuming a quorum is present, is required to approve the Business Combination Proposal. RAAC Stockholders must approve the Business Combination Proposal for the merger to occur. If RAAC Stockholders fail to approve the Business Combination Proposal, the merger will not occur.

The Charter Proposal: The affirmative vote of holders of a majority of the outstanding shares of RAAC Common Stock, voting together as a single class, is required to approve the Charter Proposal. Notwithstanding the approval of the Charter Proposal, if the merger is not consummated for any reason, the actions contemplated by the Charter Proposal will not be effected.

The Nasdaq Proposal: The affirmative vote of a majority of the votes cast by holders of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting, assuming a quorum is present, is required to approve the Nasdaq Proposal. Notwithstanding the approval of the Nasdaq Proposal, if the merger is not consummated for any reason, the actions contemplated by the Nasdaq Proposal will not be effected.

The Incentive Plan Proposal: The affirmative vote of a majority of the votes cast by holders of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting, assuming a quorum is present, is required to approve the Incentive Plan Proposal. Notwithstanding the approval of the Incentive Plan Proposal, if the merger is not consummated for any reason, the actions contemplated by the Incentive Plan Proposal will not be effected.

The Advisory Charter Proposals: The affirmative vote, on a non-binding advisory basis, of a majority of the votes cast by holders of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting, assuming a quorum is present, is required to approve the Advisory Charter Proposals. Notwithstanding the approval of the Advisory Charter Proposals, if the merger is not consummated for any reason, the actions contemplated by the Advisory Charter Proposals will not be effected.

The Existing Director Election Proposal: The affirmative vote of a plurality of the votes cast by holders of RAAC Class B Common Stock and RAAC Class C Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting, assuming a quorum is present, is required to approve the Existing Director Election Proposal. Notwithstanding the approval of the Existing Director Election Proposal, if the merger is not consummated for any reason, the actions contemplated by the Existing Director Election Proposal will not be effected.

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The Business Combination Director Election Proposal: The affirmative vote of a plurality of the votes cast by holders of RAAC Class B Common Stock and RAAC Class C Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting, assuming a quorum is present, is required to approve the Business Combination Director Election Proposal.

The Adjournment Proposal: The affirmative vote of a majority of the votes cast by holders of RAAC Common Stock attending virtually or represented by proxy at the RAAC Special Meeting, assuming a quorum is present, is required to approve the Adjournment Proposal.

As further discussed in the section titled “Other Agreements — RAAC Letter Agreement” and “Other Agreements — Sponsor Support Agreement” beginning on pages 190 and 190 of this proxy statement/prospectus, respectively, the holders of the RAAC Class B Common Stock and RAAC Class A Common Stock have already agreed to vote in favor of the proposals.

Q:     Do any of RAAC’s directors, officers or affiliates have interests in the merger that may differ from or be in addition to the interests of the RAAC Stockholders?

A:     RAAC’s executive officers, certain non-employee directors and certain affiliates of the Sponsor, may have interests in the merger that may be different from, or in addition to, the interests of RAAC Stockholders generally. The RAAC Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the merger agreement and in recommending that the Merger Agreement and the transactions contemplated thereby be approved by the stockholders of RAAC. See “The Business Combination — Interests of RAAC Directors and Officers in the Business Combination” beginning on page 169 of this proxy statement/prospectus.

Q:     What do I need to do now?

A:     After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxies as soon as possible so that your shares will be represented at the RAAC Special Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by your broker, bank or other nominee if your shares are held in the name of your broker, bank or other nominee. Your attention is directed to the proxy statement/prospectus accompanying this Q&A (including the financial statements and annexes attached thereto) for a more complete description of the proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance with voting, please contact RAAC’s proxy solicitor, Innisfree, at (877) 717-3930 (toll-free for stockholders) or (212) 750-5833 (for banks and brokers).

Q:     How do I vote?

A:     If you are a stockholder of record of RAAC as of        , 2021 the RAAC record date, you may submit your proxy before the RAAC Special Meeting in any of the following ways:

•        use the toll-free number shown on your proxy card;

•        visit the website shown on your proxy card to vote via the Internet; or

•        complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

If you are a stockholder of record of RAAC as of the RAAC record date, you may also cast your vote in person at the RAAC Special Meeting.

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” stockholders who wish to vote at the RAAC Special Meeting will need to obtain a proxy form from their broker, bank or other nominee.

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Q:     When and where is the RAAC Special Meeting?

A:     The RAAC Special Meeting will be held on        , 2021 at         a.m. Eastern Time. In light of ongoing developments related to the COVID-19 pandemic and to protect the health of RAAC Stockholders, management and the community, the RAAC Special Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast. You will be able to attend the RAAC Special Meeting by visiting xix and entering your control number as further explained in the accompanying proxy statement/prospectus. All RAAC Stockholders as of the RAAC record date, or their duly appointed proxies, may attend the RAAC Special Meeting via the live audio webcast. We encourage you to access the RAAC Special Meeting webcast prior to the start time. Online check-in will begin, and stockholders may begin submitting written questions, on        , 2021 at        p.m. Eastern Time, and you should allow ample time for the check-in procedures. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log in page.

Q:     If my shares are held in “street name” by a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?

A:     If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to RAAC or by voting via the internet at the RAAC Special Meeting unless you provide a “legal proxy”, which you must obtain from your broker, bank or other nominee. In addition to such legal proxy, if you plan to attend the RAAC Special Meeting, but are not a stockholder of record because you hold your shares in “street name”, you will need a control number issued by Continental to join the meeting. If you plan to vote during the meeting you will need to provide Continental a copy of a legal proxy from your broker. If you plan on joining the meeting and not voting please supply Continental with evidence of your beneficial ownership of your shares (e.g., a copy of a recent brokerage statement showing the shares). Please send this information to proxy@continentalstock.com at least 72 hours prior to the meeting. Continental will then issue you a control number that will allow you into the meeting. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that Nasdaq determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the RAAC Special Meeting are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

If you are a RAAC Stockholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on any of the proposals. Such broker non-votes will be the equivalent of a vote “AGAINST” the Charter Proposal, but will have no effect on the vote count for such other proposals.

What if I attend the RAAC Special Meeting and abstain or do not vote?

A:     For purposes of the RAAC Special Meeting, an abstention occurs when a stockholder attends the meeting in person and does not vote or returns a proxy with an “abstain” vote.

Approval of each of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Advisory Charter Proposals and the Adjournment Proposal requires the affirmative vote of holders of a majority of the votes cast by holders of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. Approval of the Charter Proposal requires the affirmative vote of holders of a majority of the outstanding shares of RAAC Common Stock. Approval of each of the Existing Director Election Proposal and the Business Combination Director Election Proposal requires the affirmative vote of holders of a plurality of the votes cast by holders of RAAC Class B Common Stock and RAAC Class C Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. If you do not vote or do not instruct your bank, broker or other nominee how to vote with respect to the Charter Proposal, it will have the same effect as a vote “AGAINST” such proposal.

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Because approval of the other proposals only require a majority or a plurality of the votes cast, assuming a quorum is established at the RAAC Special Meeting, if you do not vote or do not instruct your bank, broker or other nominee how to vote, it will have no effect on these other proposals because such action would not count as a vote cast at the RAAC Special Meeting.

Q:     What will happen if I return my proxy card without indicating how to vote?

A:     If you sign and return your proxy card without indicating how to vote on any particular proposal, the RAAC stock represented by your proxy will be voted in favor of each of the proposals.

Q:     May I change my vote after I have delivered my proxy or voting instruction card?

A:     Yes. You may change your vote at any time before your proxy is voted at the RAAC Special Meeting. You may do this in one of three ways:

•        filing a notice with the corporate secretary of RAAC;

•        mailing a new, subsequently dated proxy card; or

•        attending the RAAC Special Meeting and electing to vote your shares virtually at the meeting.

If you are a stockholder of record of RAAC and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to Revolution Acceleration Acquisition Corp, 1717 Rhode Island Avenue, NW 10th floor Washington, D.C. 20036, and it must be received at any time before the vote is taken at the RAAC Special Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, no later than 11:59 p.m. Eastern Standard Time on        , 2021 or by voting in person at the RAAC Special Meeting. Simply attending the RAAC Special Meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your shares of RAAC Common Stock, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.

Q:     What happens if I fail to take any action with respect to the RAAC Special Meeting?

A:     If you fail to take any action with respect to the RAAC Special Meeting and the merger is approved by stockholders and consummated, you will continue to be a stockholder of RAAC. If you fail to take any action with respect to the RAAC Special Meeting and the merger is not approved, you will continue to be a stockholder of RAAC while RAAC searches for another target business with which to complete a business combination.

Q:     What should I do if I receive more than one set of voting materials?

A:     Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered under more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

Q:     Whom should I contact if I have any questions about the proxy materials or voting?

A:     If you have any questions about the proxy materials, need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact Innisfree, the proxy solicitation agent for RAAC, (877) 717-3930 (toll-free for stockholders) or (212) 750-5833 (for banks and brokers).

Q:     Who will solicit and pay the cost of the soliciting proxies?

A:    RAAC will pay the cost of soliciting proxies for the special meeting of stockholders. RAAC has engaged Innisfree to assist in the solicitation of proxies for the special meeting. RAAC has agreed to pay Innisfree a fee of $18,500, plus disbursements. RAAC will reimburse Innisfree for reasonable out-of-pocket expenses and will indemnify

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Innisfree and its affiliates against certain claims, liabilities, losses, damages and expenses. RAAC also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of RAAC Common Stock for their expenses in forwarding soliciting materials to beneficial owners of RAAC Common Stock and in obtaining voting instructions from such beneficial owners. RAAC’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     What are the U.S. Federal income tax consequences of exercising my redemption rights?

A:     The U.S. federal income tax consequences of the redemption depend on each stockholder’s particular facts and circumstances. See “Proposal No. 1 — The Business Combination Proposal — United States Federal Income Tax Considerations for Stockholders Exercising Redemption Rights” beginning on page 72 of this proxy statement/prospectus. We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

Q:     What equity stake will current RAAC Stockholders and Berkshire Grey stockholders hold in New Berkshire Grey immediately after the consummation of the Business Combination?

A:     It is anticipated that, following the Business Combination, (1) RAAC Public Stockholders will own approximately 11.6% of the outstanding New Berkshire Grey Common Stock, (2) current Berkshire Grey stockholders will own approximately 77.8% of the outstanding New Berkshire Grey Common Stock, (3) the Sponsor and the Insiders will collectively own approximately 3.9% of the outstanding New Berkshire Grey Common Stock, and (4) the PIPE Investors will own approximately 6.7% of the outstanding New Berkshire Grey Common Stock. These percentages assume (i) that no RAAC Public Stockholders exercise their redemption rights in connection with the Business Combination, (ii) that 191,909,827shares of RAAC Class A Common Stock are issued as merger consideration pursuant to the Merger Agreement, and (iii) that 16,500,000shares of RAAC Class A Common Stock are issued to the PIPE Investors pursuant to the PIPE Investment. These percentages do not include the 33,090,173shares of New Berkshire Grey Common Stock underlying unvested and/or unexercised restricted stock and options that are expected to be outstanding following the completion of the Business Combination. If the facts are different from these assumptions, the ownership of New Berkshire Grey will be different.

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

Information About the Parties to the Merger

RAAC

RAAC is a blank check company incorporated in Delaware on September10, 2020 for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. Upon the consummation of the Business Combination, RAAC intends to change its name to Berkshire Grey, Inc.

The RAAC Units, RAAC Class A Common Stock and RAAC’s Public Warrants are publicly traded on Nasdaq under the symbols “RAACU,” “RAAC” and “RAACW,” respectively. Each RAAC Unit consists of one share of RAAC Class A Common Stock and one-third of one RAAC Public Warrant. Each whole RAAC Public Warrant entitles the holder thereof to purchase one share of RAAC Class A Common Stock at a price of $11.50 per share, subject to adjustment.

RAAC intends to apply to continue the listing of RAAC Units, RAAC Class A Common Stock and RAAC Public Warrants following the Business Combination, as securities of New Berkshire Grey, on Nasdaq under the symbols “BGRYU,” “BGRY” and “BGRYW,” respectively.

The mailing address of RAAC’s principal executive office is 1717 Rhode Island Ave NW, Suite 1000, Washington DC 20036, and its phone number is (202) 776-1400.

Merger Sub

Merger Sub is a Delaware corporation and directly wholly owned subsidiary of RAAC, which was formed on February19, 2021 for the purpose of effecting a merger with Berkshire Grey. Merger Sub does not own any material assets or operate any business.

Berkshire Grey

Berkshire Grey is a Delaware corporation incorporated on October3, 2013. Berkshire Grey is an Intelligent Enterprise Robotics (IER) company pioneering and delivering transformative AI-enabled robotic solutions that automate filling ecommerce orders for consumers or businesses, filling orders to resupply retail stores and groceries, and handling packages shipped to fill those orders. Berkshire Grey’s solutions transform supply chain operations and enable its customers to meet and exceed the demands of today’s connected consumers and businesses.

The mailing address of Berkshire Grey’s principal executive office is 140 South Road, Bedford, Massachusetts 01730, and its telephone number is (833) 848-9900.

For more information about Berkshire Grey, see the sections entitled “Information About Berkshire Grey” and “Berkshire Grey’s Management’s Discussion and Analysis of Financial Condition and Results of Operation”.

The Business Combination and the Merger Agreement

As discussed in this proxy statement/prospectus, RAAC is asking its stockholders to approve and adopt the Merger Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, and the documents and agreements contemplated thereby (the “Ancillary Agreements”) and the transactions contemplated by the Merger Agreement and the Ancillary Agreements, including the merger. The Merger Agreement provides for, among other things, the merger of Merger Sub with and into Berkshire Grey (the “merger”), with Berkshire Grey as the surviving company in the merger and becoming a wholly owned subsidiary of RAAC.

After consideration of the factors identified and discussed in the section entitled “The Business Combination — Recommendation of the RAAC Board of Directors and Reasons for the Business Combination,” beginning on page 164 of this proxy statement/prospectus, the RAAC Board concluded that the merger met all of the requirements disclosed in the prospectus for RAAC’s IPO, including that the business of Berkshire Grey and its subsidiaries had a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting

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commissions and taxes payable on the income earned on the Trust Account). For more information about the transactions contemplated by the Merger Agreement, see the section entitled “Other Agreements” beginning on page 190 of this proxy statement/prospectus.

The Business Combination Proposal

RAAC and Berkshire Grey have agreed to the Business Combination under the terms of the Merger Agreement. RAAC may consummate the merger only if the Business Combination Proposal is approved by the affirmative vote of holders of a majority of the votes cast by holders of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting, assuming a quorum is present. RAAC Stockholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus. For more information about the Merger Agreement and the Business Combination Proposal, please see the sections entitled “The Merger Agreement” and “RAAC Proposals — Proposal No. 1 — The Business Combination Proposal.”

The Merger Agreement

On February23, 2021, RAAC, Merger Sub and Berkshire Grey entered into the Merger Agreement. The following summary provides an overview of key aspects of the Merger Agreement.

Merger Consideration; Treatment of Company Equity Awards

Subject to the terms and conditions of the Merger Agreement, the consideration to be paid in respect of each share of Berkshire Grey Common Stock issued and outstanding (other than (i) Berkshire Grey Common Stock held in treasury and (ii) any shares held by stockholders of Berkshire Grey who have perfected and not withdrawn a demand for appraisal rights pursuant to the applicable provisions of the DGCL (collectively, the “Excluded Shares”)) immediately prior to the effective time of the merger will be a number of shares of newly issued RAAC Class A Common Stock (with each share valued at $10.00), equal to (x) $2,250,000,000 divided by (y) the number of shares of Aggregate Fully Diluted Company Stock (as defined in the Merger Agreement). Immediately prior to the closing of the merger, all of the outstanding shares of each series of Berkshire Grey Preferred Stock will be converted into shares of Berkshire Grey Common Stock.

At the effective time, each outstanding option to acquire Berkshire Grey Common Stock and each award of restricted Berkshire Grey Common Stock will be converted into the right to receive an option relating to shares of RAAC Class A Common Stock and an award of restricted shares of RAAC Class A Common Stock, as applicable, upon substantially the same terms and conditions, including with respect to vesting and termination-related provisions, as existed prior to the consummation of the Business Combination, except that the number of shares underlying such option and the exercise price and the number of shares subject to restricted stock awards, in each case, will be determined as set forth in the Merger Agreement. For additional information, see the section entitled “The Merger Agreement — Merger Consideration” beginning on page 175 of this proxy statement/prospectus.

Conditions to Consummation of the Merger

The consummation of the Business Combination is subject to customary closing conditions for SPACs, including, among others: (a) approval of the Merger by RAAC Stockholders and Berkshire Grey stockholders, (b) the registration statement of which this proxy statement/prospectus forms a part being deemed effective (c) RAAC having at least $5,000,001 of net tangible assets, (d) the expiration or termination of the waiting period under the HSR Act, (e) the approval for listing on Nasdaq of the shares of New Berkshire Grey Class A Common Stock to be issued in connection with the merger, and (f) for the benefit of Berkshire Grey, the Minimum Cash Condition (as defined below). For additional information, see the section entitled “The Merger Agreement — Conditions the Merger” beginning on page 186 of this proxy statement/prospectus.

Termination

The Merger Agreement may be terminated under certain customary and limited circumstances prior to the closing of the merger, including (a) by mutual written consent of the parties, (b) by either RAAC or Berkshire Grey if a final and nonappealable order has been issued or governmental action permanently makes consummation of the transactions illegal or otherwise prevents or prohibits the merger, (c) by Berkshire Grey (i) if the RAAC Stockholders

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do not vote to approve the Merger at the RAAC Stockholders’ meeting convened for such purpose, (ii) upon a breach by RAAC or Merger Sub that gives rise to a failure of a closing condition that cannot be cured or has not been cured within 30 days’ notice and RAAC continues to use its reasonable best efforts to cure, or (iii) if the Business Combination is not consummated by August23, 2021, unless Berkshire Grey is in material breach of the Merger Agreement, and (d) by RAAC (i) if approval by Berkshire Grey’s stockholders is not obtained within two business days of the Registration Statement being declared effective by the SEC and delivered or otherwise made available to stockholders, (ii) upon a breach by Berkshire Grey that gives rise to a failure of a closing condition that cannot be cured or has not been cured within 30 days’ notice and Berkshire Grey continues its reasonable best efforts to cure, or (iii) if the Business Combination is not consummated by August23, 2021, unless RAAC is in material breach of the Merger Agreement. For additional information, see the section entitled “The Merger Agreement — Termination” beginning on page 188 of this proxy statement/prospectus.

Other Agreements

Amended and Restated Registration Rights Agreement

The Merger Agreement contemplates that RAAC will enter into the A&R Registration Rights Agreement concurrently with the consummation of the Business Combination, the form of which is attached to this proxy statement/prospectus as Annex B, with the Sponsor and certain other investors party thereto (collectively, with each other person who has executed and delivered a joinder thereto, the “RRA Parties”), including certain current holders of Berkshire Grey securities (the “BG RRA Parties”), pursuant to which the RRA Parties will be entitled to certain demand registration rights in connection with an underwritten shelf takedown offering and certain “piggyback” registration rights under the A&R Registration Rights Agreement in respect of certain shares of RAAC Class A Common Stock and certain other equity securities of RAAC that are held by the RRA Parties from time to time, in each case subject to certain conditions. See “Other Agreements — Amended and Restated Registration Rights Agreement” beginning on page 190 of this proxy statement/prospectus.

Sponsor Support Agreement

In connection with and concurrently with the execution of the Merger Agreement, RAAC and Berkshire Grey entered into the Sponsor Support Agreement, a copy of which is attached to this proxy statement/prospectus as Annex C, with each of the Sponsor, RAAC’s officers and directors and holders of RAAC Class B Common Stock and RAAC Class C Common Stock (the “Insiders”), pursuant to which, among other things, the parties thereto have agreed to, (i) a modified lock-up on the shares of RAAC Common Stock held by such parties, including a six month lock-up on certain equity securities of RAAC, (ii) vote all of the shares of RAAC Common Stock beneficially owned or held by such parties in favor of the Business Combination and certain related matters, (iii) vote all of the shares of RAAC Common Stock beneficially owned or held by such parties against certain other actions, (iv) waive anti-dilution rights provided in the RAAC A&R Charter with respect to their founder shares and alignment shares and waive their right to convert working capital loans to RAAC into warrants and (v) not redeem or tender any of their shares of RAAC Common Stock in connection with any such vote as described in clauses (ii) or (iii) or in connection with any vote to amend the RAAC A&R Charter. See “Other Agreements — Sponsor Support Agreement” beginning on page 190 of this proxy statement/prospectus.

Berkshire Grey Stockholders Support Agreement

In connection with and concurrently with the execution of the Merger Agreement, RAAC entered into a support agreement with Berkshire Grey and certain stockholders of Berkshire Grey, representing, in aggregate, 91.9% of the voting power of the outstanding Berkshire Grey capital stock, voting as a single class and on an as-converted basis, as of February23, 2021, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D (the “Berkshire Grey Stockholders Support Agreement”). Pursuant to the Berkshire Grey Stockholders Support Agreement, such Berkshire Grey Stockholders agreed to, among other things, vote to approve and adopt, following the effectiveness of the Registration Statement, the Merger Agreement and the Ancillary Agreements and transactions contemplated thereby, including the merger and the Berkshire Grey Preferred Conversion, in each case, subject to the terms and conditions of Berkshire Grey Stockholders Support Agreement. For additional information, see “Other Agreements — Berkshire Grey Stockholders Support Agreement” beginning on page 191 of this proxy statement/prospectus.

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Stock Repurchase Agreement

In connection with and concurrently with the execution of the Merger Agreement, Berkshire Grey entered into the Stock Repurchase Agreement with Steve Johnson, the President and Chief Operating Officer of Berkshire Grey, whereby Mr.Johnson has agreed to sell back to Berkshire Grey a number of the RSA Shares issued to him pursuant to the RSA Agreement, the proceeds of which repurchase which will be used to repay in full the amount of outstanding principal and accrued interest due to Berkshire Grey under the Johnson Loan Documents, resulting in the Johnson Loan Documents being cancelled immediately prior to the consummation of the Business Combination. See “Other Agreements — Stock Repurchase Agreement” beginning on page 191 of this proxy statement/prospectus.

Warrant Termination Agreement

On February23, 2021, in connection with and concurrently with the execution of the Merger Agreement, Berkshire Grey entered into the Warrant Termination Agreement with SBG, the holder of the Berkshire Grey Series B-2 Preferred Stock and the B-3 Warrant, which provides that, immediately prior to and contingent upon the consummation of the Business Combination, the B-3 Warrant will be automatically and irrevocably surrendered and cancelled in all respects, and all of SBG’s rights, interests and claims in respect of the B-3 Warrant or the Berkshire Grey Series B-3 Preferred Stock issuable thereunder will terminate in all respects. See “Other Agreements — Warrant Termination Agreement” beginning on page 192 of this proxy statement/prospectus.

PIPE Subscription Agreements

Concurrently with the execution of the Merger Agreement, RAAC entered into separate Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors agreed to purchase, and RAAC agreed to sell to the PIPE Investors, an aggregate of 16,500,000 shares of RAAC Class A Common Stock (the “PIPE Investment”), for a purchase price of $10.00 per share and an aggregate purchase price of $165,000,000 (the “PIPE Investment Amount”), in a private placement substantially concurrent with, and contingent upon, the consummation of the Business Combination (the “PIPE Investment”). The purpose of the PIPE Investment pursuant to the Subscription Agreements is to raise additional capital for use by New Berkshire Grey following the consummation of the Business Combination.

The closing of the PIPE Investment (the “PIPE Closing”) pursuant to the Subscription Agreements is expected to occur prior to or substantially concurrently with the consummation of the Business Combination and is conditioned upon (i) there not being in force any injunction or order enjoining or prohibiting the issuance and sale of the shares covered by the Subscription Agreement, (ii) the terms of the Merger Agreement (including the conditions thereto) shall not have been amended or waived in a manner that is materially adverse to the PIPE Investor, (iii)(a) solely with respect to the PIPE Investor’s obligation to close, the representations and warranties made by RAAC, and (b) solely with respect to RAAC’s obligation to close, the representations and warranties made by the PIPE Investor, in each case, in the Subscription Agreements are true and correct in all material respects as of the PIPE Closing, subject to the terms of the applicable Subscription Agreement, (iv) solely with respect to the PIPE Investor’s obligation to close, RAAC shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Subscription Agreement to be performed, satisfied or complied with by it at or prior to the PIPE Closing and (v) the prior or substantially concurrent consummation of the transactions contemplated by the Merger Agreement. See “Other Agreements — PIPE Subscription Agreements” beginning on page 192 of this proxy statement/prospectus.

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Organizational Structure

RAAC

The following diagram illustrates, in a simplified form, the ownership structure of RAAC as of the date of this proxy statement/prospectus.

Berkshire Grey

The following diagram illustrates, in a simplified form, the ownership structure of Berkshire Grey as of the date of this proxy statement/prospectus.

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New Berkshire Grey

The following diagram illustrates, in a simplified form, the expected ownership structure of New Berkshire Grey immediately following consummation of the Business Combination, assuming no RAAC Public Stockholders exercised redemption rights with respect to their RAAC Public Shares.

Ownership of New Berkshire Grey

Following the recapitalization to be effected by Berkshire Grey prior to the closing of the merger, the outstanding capital stock of Berkshire Grey will consist of 33,044,310shares of Berkshire Grey Common Stock. An additional 5,697,686shares of Berkshire Grey Common Stock will be issuable pursuant to outstanding options.

As of the date of this proxy statement/prospectus, there are 38,333,333shares of RAAC Common Stock issued and outstanding, of which 28,750,000 are shares of RAAC Class A Common Stock, 3,833,333 are shares of RAAC Class B Common Stock and 5,750,000 are shares of RAAC Class C Common Stock. As of the date of this proxy statement/prospectus, there are an aggregate of 9,583,333shares of RAAC Class A Common Stock issuable pursuant to RAAC Public Warrants and 5,166,667shares of RAAC Class A Common Stock issuable pursuant to RAAC Private Warrants.

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The following table illustrates varying ownership levels in New Berkshire Grey immediately following the consummation of the transactions assuming the levels of redemptions by the RAAC Public Stockholders indicated:

	Assuming No Redemption			Assuming Maximum Redemption(1)
(Shares in thousands)	Shares	%		Shares	%
RAAC Public Stockholders	28,750	11.6	%	6,009	2.7	%
Sponsor and Insiders	9,583	3.9	%	9,583	4.3	%
Total RAAC	38,333	15.5	%	15,592	7.0	%
Berkshire Grey(2)	191,910	77.8	%	191,910	85.6	%
PIPE Shares	16,500	6.7	%	16,500	7.4	%
Total Shares at Closing (excluding unvested Berkshire Grey shares)	246,743	100	%	224,002	100	%
Berkshire Grey Remaining Consideration Shares(2)	33,090			33,090
Total Shares at Closing (including unvested Berkshire Grey shares)	279,833			257,092

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(1)      This presentation assumes that 22,740,375 of the current outstanding RAAC Public Shares are redeemed (which is derived from the number of shares that could be redeemed in connection with the Business Combination at an assumed redemption price of approximately $10.00 per share based on funds held in the Trust Account as of December 31, 2020 and still satisfy the minimum cash condition of $200,000,000 set forth in the Merger Agreement, after giving effect to the PIPE Investment and the payment of estimated transaction costs of approximately $25 million, including deferred underwriting commissions from RAAC’s IPO, incurred in connection with the Business Combination), 16,500,000 shares of RAAC Class A Common Stock are issued pursuant to the PIPE Investment and 191,909,827 shares of RAAC Class A Common Stock are issued as Merger Consideration.

(2)      Total consideration to be issued to Berkshire Grey is $2.25billion or 225.0million shares ($10.00 per share price). The total shares to be issued includes Berkshire Grey common and preferred stock plus shares underlying unvested and/or unexercised restricted stock and stock options. Accordingly, the consideration shares outstanding at the closing of the Business Combination has been adjusted to exclude the portion of consideration shares that will be attributed to unvested, and/or unexercised share awards at the closing of the Business Combination.

Redemption Rights

Each public stockholder may elect to redeem their public shares regardless of whether they vote for or against the Business Combination Proposal or any other proposal described in this proxy statement/prospectus and whether they held RAAC Common Stock as of the RAAC record date or acquired them after the RAAC record date. Any stockholder holding public shares may demand that RAAC redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $           per share as of                 , 2021, the RAAC record date), calculated as of two business days prior to the anticipated consummation of the Business Combination. If a holder properly seeks redemption as described in this section and the merger with the Berkshire Grey is consummated, RAAC will redeem these shares for a pro rata portion of funds deposited in the Trust Account, and the holder will no longer own these shares following the Business Combination.

If the Business Combination is not approved or completed for any reason, then the RAAC Public Stockholders who elected to exercise their redemption rights will not be entitled to redeem their shares for a full pro rata portion of the Trust Account, as applicable. In such case, RAAC will promptly return any shares delivered by public stockholders. If RAAC would be left with less than $5,000,001 of net tangible assets as a result of the holders of public shares properly demanding redemption of their shares for cash, RAAC will not be able to consummate the merger. Additionally, the Berkshire Grey will not be required to consummate the Business Combination if the amount in the Trust Account, plus the proceeds from the PIPE Investment, plus all other cash and cash equivalents of RAAC (after deducting the cash amounts required to satisfy the RAAC Stockholder redemptions, payment of any deferred underwriting commissions being held in the Trust Account and transaction costs of RAAC and its affiliates) does not equal or exceed $200.0million.

If a holder of public shares exercises his, her or its redemption rights, then he, she or it will be exchanging its shares of RAAC Common Stock for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption no later than the close of the vote on the Business Combination Proposal by delivering your stock certificate (either physically or electronically) to RAAC’s transfer agent prior to the vote at the RAAC Special Meeting, and the Business Combination is consummated.

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The Proposals

The Business Combination Proposal

Holders of RAAC Class A Common Stock are being asked to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the merger. RAAC stockholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus. Please see the section entitled “The Merger Agreement” below, for additional information and a summary of certain terms of the Merger Agreement. You are urged to read carefully the Merger Agreement in its entirety before voting on this proposal.

RAAC may consummate the merger only if it is approved by the affirmative vote of holders of a majority of the votes cast by holders of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting, assuming a quorum is present.

The Business Combination Proposal is conditioned upon the approval of the Nasdaq Proposal, the Charter Proposal and the Incentive Plan Proposal. If such proposals are not approved, the Business Combination will have no effect, even if approved by our stockholders.

The approval of the Business Combination Proposal (and consequently, the Merger Agreement and the transactions contemplated thereby, including the merger) requires the affirmative vote of holders of a majority of the votes cast by holders of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. Failure to submit a proxy or to vote by attending the RAAC Special Meeting virtually, an abstention from voting or a broker non-vote will have no effect on the Business Combination Proposal.

For further information, please see the section entitled “Proposal No. 1 — The Business Combination Proposal.”

The Nasdaq Proposal

Assuming the Business Combination Proposal is approved, holders of RAAC Common Stock are being asked to approve, for purposes of complying with applicable listing rules of Nasdaq, in connection with the Business Combination and subject to customary terms and conditions, including the consummation of the Business Combination, the issuance:

•        to the stockholders of Berkshire Grey, pursuant to the Merger Agreement, of 225,000,000shares of RAAC Class A Common Stock (including in respect of shares issuable pursuant to options and restricted shares that may be assumed by RAAC) upon the consummation of the Business Combination; and

•        to the PIPE Investors of 16,500,000shares of RAAC Class A Common Stock, which will be consummated in connection with and prior to the closing of the Business Combination.

The Nasdaq Proposal is conditioned upon the approval of the Business Combination Proposal, the Charter Proposal and the Incentive Plan Proposal. If such proposals are not approved, the Nasdaq Proposal will have no effect, even if approved by our stockholders.

Approval of the Nasdaq Proposal requires the affirmative vote of holders of a majority of the votes cast by holders of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. Failure to submit a proxy or to vote by attending the RAAC Special Meeting virtually, an abstention from voting or a broker non-vote will have no effect on the Nasdaq Proposal.

For further information, please see the section entitled “Proposal No. 2 — The Nasdaq Proposal.”

The Charter Proposal

Assuming the Business Combination Proposal and the Nasdaq Proposal are approved, the RAAC Stockholders as of the record date are being asked to approve and adopt, if the respective approvals are obtained and the Business Combination is consummated, an amendment and restatement of the RAAC A&R Charter under the DGCL, as set out in the New Berkshire Grey Charter in substantially the form appended to this proxy statement/prospectus as Annex H. The RAAC Board has unanimously approved the New Berkshire Grey Charter and believes that the New Berkshire Grey Charter is necessary to adequately address the needs of New Berkshire Grey after the Business Combination.

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The following is a summary of the key changes effected by the New Berkshire Grey Charter relative to the RAAC A&R Charter. This summary is qualified in its entirety by reference to the full text of the New Berkshire Grey Charter.

•        change RAAC’s name to “Berkshire Grey, Inc.”;

•        to make New Berkshire Grey’s corporate existence perpetual as opposed to RAAC’s corporate existence, which is required to be dissolved and liquidated 24months following the closing of its initial public offering if it does not complete an initial business combination;

•        removal of various provisions applicable only to special purpose acquisition companies, including removal of provisions relating to the redemption rights of holders of RAAC Class A Common Stock, removal of provisions relating to the Trust Account and removal of provisions relating to initial business combination requirements;

•        increase the total number of authorized shares of capital stock, par value $0.0001 per share, from 101,000,000shares, consisting of 100,000,000shares of common stock, including 75,000,000shares of Class A common stock, 10,000,000shares of Class B common stock and 15,000,000shares of Class C common stock, and 1,000,000shares of preferred stock, to 410,000,000shares, consisting of 400,000,000shares of common stock, including 385,000,000shares of Class A common stock, no shares of Class B common stock and 15,000,000shares of Class C common stock, and 10,000,000shares of preferred stock;

•        classify the board of directors so that there shall be three classes of directors serving staggered terms, with the terms of Class I, Class II and Class III directors expiring at the annual meeting of stockholders to be held in 2022, 2023 and 2024, respectively, and each term expiring three years thereafter, in each case;

•        removal of the ability of stockholders to act by written consent in lieu of a meeting;

•        provide that certain amendments to provisions of the New Berkshire Grey Charter will require the approval of at least two-thirds of New Berkshire Grey’s then-outstanding shares of capital stock entitled to vote on such amendment, including amendments to the provision relating to the inability of stockholders to act by written consent, the procedure for calling a special stockholder meeting, the classified nature of the board of directors and the limitation of liability to directors;

•        provide that certain amendments to New Berkshire Grey’s bylaws will require the approval of at least two-thirds of New Berkshire Grey’s then-outstanding shares of capital stock entitled to vote on such amendment, provided that if the board of directors of New Berkshire Grey recommends such approval, such amendment will only require the approval of at least a majority of New Berkshire Grey’s then-outstanding shares of capital stock entitled to vote on such amendment;

•        provide that New Berkshire Grey shall not be governed by Section 203 of the DGCL; and

•        removal of the provision naming the Court of Chancery of the State of Delaware as the sole and exclusive forum for any derivative action or proceeding brought on behalf of RAAC, any action asserting a claim of breach of a fiduciary duty owed by a director, officer, employee or agent of RAAC or the aiding and abetting of such alleged breach, any action asserting a claim against RAAC or its directors, officers or employees pursuant to any provision of the DGCL or of the RAAC A&R Charter and any action asserting a claim against RAAC or its directors, officer or employees governed by the internal affairs doctrine.

The Charter Proposal is conditioned upon the approval of the Business Combination Proposal, the Nasdaq Proposal and the Incentive Plan Proposal. If such proposals are not approved, the Charter Proposal will have no effect, even if approved by our stockholders.

Approval of the Charter Proposal requires the affirmative vote of holders of a majority of the outstanding shares of RAAC Common Stock, voting together as a single class. Failure to submit a proxy or to vote by attending the RAAC Special Meeting virtually, an abstention from voting or a broker non-vote will have the same effect as a vote “AGAINST” such proposal.

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The New Berkshire Grey Charter differs in material respects from the RAAC A&R Charter and we urge stockholders to carefully consult the information set out in the section “Proposal No. 3 — The Charter Proposal” and “Proposal No. 4 — The Advisory Charter Proposals” and the full text of the New Berkshire Grey Charter, attached to this proxy statement/prospectus as Annex H.

The Advisory Charter Proposals

Assuming the Business Combination Proposal, the Nasdaq Proposal and the Charter Proposal are approved, holders of RAAC Common Stock are being asked to vote upon, on a non-binding advisory basis, seven separate proposals to approve certain governance provisions contained in the New Berkshire Grey Charter (a copy of which is included in this proxy statement/prospectus as Annex H). This separate vote is not otherwise required by Delaware law separate and apart from the Charter Proposal but, pursuant to SEC guidance, RAAC is required to submit these provisions to its stockholders separately for approval, allowing stockholders the opportunity to present their separate views on important governance provisions. However, the stockholder votes regarding these proposals are advisory votes, and are not binding on RAAC or the RAAC Board (separate and apart from the approval of the Charter Proposal). In the judgment of the RAAC Board, these provisions are necessary to adequately address the needs of New Berkshire Grey. The following are the Advisory Charter Proposals presented:

•        Advisory Charter Proposal A — to approve an increase of the total number of authorized shares of capital stock of RAAC, par value $0.0001 per share, from 101,000,000shares, consisting of 100,000,000shares of common stock, including 75,000,000shares of Class A common stock, 10,000,000shares of Class B common stock and 15,000,000shares of Class C common stock, and 1,000,000shares of preferred stock, to 410,000,000shares, consisting of 400,000,000shares of common stock, including 385,000,000shares of Class A common stock, no shares of Class B common stock and 15,000,000shares of Class C common stock, and 10,000,000shares of preferred stock;

•        Advisory Charter Proposal B — to approve the classification of the board of directors of New Berkshire Grey into three classes, designated as Class I, Class II and Class III, with the initial term of the Class I, Class II and Class III directors expiring at the annual meeting of stockholders to be held in 2022, 2023 and 2024, respectively, and each term expiring three years thereafter, in each case;

•        Advisory Charter Proposal C — to authorize the removal of the ability of New Berkshire Grey stockholders to take action by written consent in lieu of a meeting;

•        Advisory Charter Proposal D — to approve that certain amendments to provisions of the New Berkshire Grey Charter would require the approval of at least two-thirds of New Berkshire Grey’s then-outstanding shares of capital stock entitled to vote on such amendment, including amendments to provisions relating to the inability of stockholders to act by written consent, the procedure for calling a special stockholder meeting, the classified nature of the board of directors and limitation of liability to directors;

•        Advisory Charter Proposal E — to approve that certain amendments to provisions of the Proposed Bylaws would require the approval of at least two-thirds of New Berkshire Grey’s then-outstanding shares of capital stock entitled to vote on such amendment to the Proposed Bylaws, provided that if the board of directors of New Berkshire Grey recommends such approval, such amendment will only require the approval of at least a majority of New Berkshire Grey’s then-outstanding shares of capital stock entitled to vote on such amendment;

•        Advisory Charter Proposal F — to provide that New Berkshire Grey will not be governed by Section 203 of the DGCL; and

•        Advisory Charter Proposal G — to amend and restate the RAAC A&R Charter to authorize all other changes in connection with the replacement of RAAC A&R Charter with the New Berkshire Grey Charter, including (i) changing the RAAC’s corporate name from “Revolution Acceleration Acquisition Corp” to “Berkshire Grey, Inc.”, (ii) making New Berkshire Grey’s corporate existence perpetual, (iii) removal of the provision naming the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain stockholder litigation (though the Proposed Bylaws will set forth such a provision), and

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(v) removing various provisions applicable only to special purpose acquisition companies will no longer be applicable upon consummation of the merger, all of which the RAAC Board believes is necessary to adequately address the needs of New Berkshire Grey after the Business Combination;

No proposals are conditioned upon the approval of the Advisory Charter Proposals.

The approval of each of the Advisory Charter Proposals, each of which is a non-binding vote, requires the affirmative vote of holders of a majority of the votes cast by holders of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. Failure to submit a proxy or to vote by attending the RAAC Special Meeting virtually, an abstention from voting or a broker non-vote will have no effect on the Advisory Charter Proposals.

The New Berkshire Grey Charter differs in material respects from the RAAC A&R Charter and we urge stockholders to carefully consult the information set out in the section “Proposal No. 3 — The Charter Proposal” and “Proposal No. 4 — The Advisory Charter Proposals” and the full text of the New Berkshire Grey Charter, attached to this proxy statement/prospectus as Annex H.

The Existing Director Election Proposal

Holders of RAAC Class B Common Stock and RAAC Class C Common Stock are being asked to elect the members of the RAAC Board. The RAAC Special Meeting constitutes the 2021 annual meeting of the RAAC Stockholders. Pursuant to the RAAC A&R Charter, each member of the RAAC Board is to serve a two-year term.

John K. Delaney, Stephen M. Case, Steven A. Museles, Phyllis R. Caldwell and Jason M. Fish are nominated for election at the RAAC Special Meeting, to hold office until the earlier of the closing of the Business Combination and the 2023 annual meeting of the RAAC Stockholders, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death.

The Existing Director Election Proposal is not conditioned on any other proposal.

Approval of the Existing Director Election Proposal requires the affirmative vote of holders of a plurality of the votes cast by holders of RAAC Class B Common Stock and RAAC Class C Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. Failure to vote by proxy or to vote in person online at the special meeting and broker non-votes will have no effect on the vote since a plurality of the votes cast is required for the election of each nominee.

For further information, please see the section entitled “Proposal No. 6 — The Existing Director Election Proposal.”

The Business Combination Director Election Proposal

Assuming the Business Combination Proposal, the Nasdaq Proposal and the Charter Proposal are approved, holders of RAAC Class B Common Stock and RAAC Class C Common Stock are being asked to elect the members of the New Berkshire Grey Board. Pursuant to the New Berkshire Grey Charter, there shall be three classes of directors serving staggered terms, with the terms of Class I, Class II and Class III directors expiring at the annual meeting of stockholders to be held in 2022, 2023 and 2024, respectively, and each term expiring three years thereafter, in each case.

For election at the RAAC Special Meeting,               ,                and                are nominated as Class I directors,              and                are nominated as Class II directors, and Thomas Wagner and John K. Delaney are nominated as Class III directors, in each case to hold office upon the closing of the Business Combination and until, in the case of the Class I directors, the 2022 annual meeting of the stockholders, in the case of the Class II directors, the 2023 annual meeting of the stockholders, and in the case of the Class III directors, the 2024 annual meeting of the stockholders, and, in each case, until their respective successors are duly elected and qualified or until their earlier resignation, removal or death.

Information regarding each nominee is set forth in the section entitled “Management of New Berkshire Grey After the Business Combination” beginning on page 152 of this proxy statement/prospectus.

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The Business Combination Director Election Proposal is conditioned upon the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal and the Incentive Plan Proposal. If such proposals are not approved, the Business Combination Director Election Proposal will have no effect, even if approved by our stockholders. Such proposals are not conditioned upon the approval of the Business Combination Director Election Proposal.

Approval of the Business Combination Director Election Proposal requires the affirmative vote of holders of a plurality of the votes cast by holders of RAAC Class B Common Stock and RAAC Class C Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. Failure to vote by proxy or to vote in person online at the special meeting and broker non-votes will have no effect on the vote since a plurality of the votes cast is required for the election of each nominee.

For further information, please see the section entitled “Proposal No. 7 — The Business Combination Director Election Proposal.”

The Incentive Equity Plan Proposal

RAAC Stockholders are being asked to approve the Incentive Equity Plan Proposal. Pursuant to the Incentive Equity Plan, the maximum number of shares of New Berkshire Grey Class A Common Stock reserved and available for issuance will equal the sum of (i) approximately 5% of the total outstanding capital stock of New Berkshire Grey as of the effective date on an as converted basis, plus (ii) the number of shares of Berkshire Grey Common Stock which remain available for future grants under Berkshire Grey’s Amended and Restated 2013 Stock Option and Purchase Plan as of immediately prior to approval of the 2021 Plan by RAAC Stockholders. The Incentive Equity Plan provides that the number of shares reserved and available for issuance under the plan will cumulatively increase each January 1, beginning on January 1, 2022, by 5.0% of the issued and outstanding number of shares of New Berkshire Grey Class A Common Stock on the immediately preceding December31, or such lower amount as determined by the New Company Board. For additional information, see the section entitled “Proposal No. 5 — The Incentive Plan Proposal” beginning on page 86 of this proxy statement/prospectus. The full text of the Incentive Equity Plan is substantially in the form attached hereto as Annex G.

The Adjournment Proposal

The Adjournment Proposal, if adopted, will allow the RAAC Board to adjourn the RAAC Special Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to stockholders of RAAC in the event that, based on the tabulated votes, there are insufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, the Incentive Plan Proposal, the Existing Director Election Proposal or the Business Combination Director Election Proposal, or if holders of RAAC Class A Common Stock have elected to redeem a number of shares of RAAC Class A Common Stock such that RAAC would have less than $5,000,001 of net tangible assets or the amount in the Trust Account, plus the proceeds from the PIPE Investment, plus all other cash and cash equivalents of RAAC (after deducting the cash amounts required to satisfy the RAAC Stockholder redemptions, payment of any deferred underwriting commissions being held in the Trust Account and transaction costs of RAAC and its affiliates) does not equal or exceed $200,000,000. In no event will the RAAC Board adjourn the RAAC Special Meeting or consummate the Business Combination beyond the date by which it may properly do so under the RAAC A&R Charter and Delaware law.

Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other proposals.

Approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the votes cast by holders of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. Failure to submit a proxy or to vote by attending the RAAC Special Meeting virtually, an abstention from voting or a broker non-vote will have no effect on the Adjournment Proposal.

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Reasons for Approval of the Business Combination

The RAAC Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Merger Agreement and the transactions contemplated thereby, including, but not limited to, the following material factors (not weighted or in any order of significance):

•        Industry-Leading Infrastructure.    Berkshire Grey is an Intelligent Enterprise Robotics (IER) company pioneering and delivering transformative AI-enabled robotic solutions that automate filling ecommerce orders for consumers or businesses, filling orders to resupply retail stores and groceries, and handling packages shipped to fill those orders. Berkshire Grey’s solutions transform supply chain operations and enable its customers to meet and exceed the demands of today’s connected consumers and businesses.

•        Growth Prospects.    The RAAC Board’s belief that Berkshire Grey has significant growth opportunities in an expanding and largely untapped market, based on Berkshire Grey’s scalable model and innovative, best-in-class technology and Berkshire Grey’s promising pipeline of new business with established, blue chip customers.

•        Market Opportunity.    The RAAC Board believes that Berkshire Grey is well positioned to benefit from the acceleration of the transition to e-commerce and the digital economy globally by helping retailers and logistics companies meet ever-increasing consumer demands.

•        Value-Add to Customers.    The RAAC Board believes Berkshire Grey’s solutions enable competitive operational efficiencies to be realized by customers that operate in highly competitive industries by increasing production utilization and reducing labor spend.

•        Attractive Business Model.    Berkshire Grey is an asset-light business with significant potential for recurring and re-occurring revenue streams with its full spectrum of Robotics-as-a-Service solutions that have the potential to change the automation paradigm across various markets.

•        Valuation.    The RAAC Board’s belief that the Business Combination presents an attractive investment opportunity at the agreed valuation based on extensive due diligence and RAAC’s careful investigation of Berkshire Grey. In particular, Berkshire Grey’s growth-adjusted valuation compares favorably with peers in the industry.

•        Experienced and Proven Management Team.    Berkshire Grey has a strong management team and the senior management of Berkshire Grey (including the chief executive officer and founder of Berkshire Grey) intend to remain with New Berkshire Grey in the capacity of officers and/or directors, which will provide helpful continuity in advancing Berkshire Grey’s strategic and growth goals.

•        Financial Condition.    The RAAC Board also considered factors such as Berkshire Grey’s projected financial results, outlook, financial plan, cash on balance sheet and lack of debt, as well as valuations and trading of publicly traded companies and valuations of precedent merger and acquisition targets in similar and adjacent sectors.

•        Results of Due Diligence.    The RAAC Board considered the scope of the due diligence investigation conducted by RAAC’s management and outside advisors and evaluated the results thereof and information available to it related to Berkshire Grey, including:

a.      virtual meetings and calls with Berkshire Grey’s management team regarding its operations, projections and the proposed transaction;

b.      reports of third-party advisors and consultants analyzing Berkshire Grey’s financial position, growth prospects, prospective performance metrics and positioning in the industry, including from J.P. Morgan and an outside consultant; and

c.      review of materials related to Berkshire Grey and its business made available by Berkshire Grey, including financial statements, material contracts, key metrics and performance indicators, benefit plans, employee compensation and labor matters, intellectual property matters, real property matters, information technology, privacy and personal data, litigation information and other regulatory and compliance matters and other legal and business diligence.

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•        PIPE Investment.    Third-party investor interest in the PIPE Investment, which is contingent on consummation of the Business Combination, serves as validation of the valuation and the opportunity represented by the Business Combination.

•        Lock-Up.    Certain stockholders affiliated with Berkshire Grey have agreed to a six-month lock-up in respect of their New Berkshire Grey Common Stock received as consideration in the Business Combination, subject to certain customary exceptions, which will provide important stability to the leadership and governance of New Berkshire Grey.

•        Continued Ownership by Berkshire Grey Stockholders.    The RAAC Board considered that existing Berkshire Grey stockholders would collectively be the largest stockholders of New Berkshire Grey following the Business Combination. The Board considered this investment a strong sign of existing Berkshire Grey stockholders’ confidence in New Berkshire Grey and the benefits to be realized as a result of the Business Combination.

•        Representation on the New Berkshire Grey Board.    Following the consummation of the Business Combination, Mr.Delaney will hold a seat on the board of directors of New Berkshire Grey, ensuring that New Berkshire Grey retains RAAC’s current values and is able to benefit from Mr.Delaney’s extensive public policy and public capital markets expertise.

•        Stockholder Liquidity.    The Business Combination offers stockholders greater liquidity because of the obligation in the Merger Agreement to list the RAAC Class A Common Stock issued as merger consideration on Nasdaq, a major U.S. stock exchange. Even prior to the Business Combination, the RAAC Board recognized the liquidity opportunity for RAAC Public Stockholders in connection with redemption rights.

•        Independent Director Role.    The RAAC Board comprises a majority of independent directors who are not affiliated with our Sponsor and its affiliates. In connection with the Business Combination, our independent directors took an active role in evaluating the proposed terms of the Business Combination, including the Merger Agreement. Our independent directors evaluated and unanimously approved, as members of the RAAC Board, the Merger Agreement and the transactions contemplated therein, including the Business Combination.

•        Other Alternatives.    After a thorough review of the other potential business combination opportunities reasonably available to RAAC at the time, the RAAC Board concluded that the proposed Business Combination represents the best potential business combination for RAAC and its stockholders based upon the process utilized to evaluate and assess other potential targets, and the RAAC Board’s and RAAC management’s belief that such processes had not presented a better alternative.

•        Terms of the Merger Agreement.    The RAAC Board reviewed and considered the financial and other terms of the Merger Agreement and the related agreements, including the parties’ conditions to their respective obligations to complete the transactions contemplated therein and their ability to terminate such agreements under the circumstances described therein, and determined that such terms and conditions are reasonable and were the product of arm’s length negotiations between RAAC and Berkshire Grey. See the section titled “Proposal No. 1 — The Business Combination Proposal” for detailed discussions of the terms and conditions of these agreements.

For a more complete description of the RAAC Board’s reasons for approving the Business Combination, including other factors and risks considered by the RAAC Board, see the section entitled “Recommendation of the RAAC Board and Reasons for the Business Combination.”

Recommendation of the RAAC Board of Directors

The RAAC Board has unanimously determined that the Business Combination, on the terms and conditions set forth in the Merger Agreement, is advisable and in the best interests of RAAC and its stockholders and has directed that the proposals set forth in this proxy statement/prospectus be submitted to its stockholders for approval at the RAAC Special Meeting on the date and at the time and place set forth in this proxy statement/prospectus. The RAAC

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Board unanimously recommends that the RAAC Stockholders vote “FOR” the Business Combination Proposal, “FOR” the Nasdaq Proposal, “FOR” the Charter Proposal, “FOR” each of the Advisory Charter Proposals, “FOR” the Existing Director Election Proposal, “FOR” the Business Combination Director Election Proposal, “FOR” the Incentive Plan Proposal and “FOR” the Adjournment Proposal (if necessary). See “The Merger — Recommendation of the RAAC Board of Directors and Reasons for the Business Combination” beginning on page 175 of this proxy statement/prospectus.

Special Meeting of the RAAC Stockholders

The RAAC Special Meeting will be held on             , 2021, at         a.m. Eastern Time. In light of the ongoing developments related to the COVID-19 pandemic and to protect the health of RAAC Stockholders, management and the community, the RAAC Special Meeting will be held virtually via live audio webcast. You will be able to attend the RAAC Special Meeting by visiting                 and entering your control number as further explained in the accompanying proxy statement/prospectus. RAAC recommends that you log in at least 15 minutes before the RAAC Special Meeting to ensure you are logged in when the RAAC Special Meeting starts. At the RAAC Special Meeting, RAAC stockholders will be asked to approve all of the proposals (including the Adjournment Proposal, if necessary).

The RAAC Board has fixed the close of business on             , 2021 as the RAAC record date for determining the RAAC Stockholders entitled to receive notice of and to vote at the RAAC Special Meeting. As of the RAAC record date, there were 38,333,333shares of RAAC Common Stock outstanding and entitled to vote at the RAAC Special Meeting held by              holders of record, of which 28,750,000 are shares of RAAC Class A Common Stock, 3,833,333 are shares of RAAC Class B Common Stock and 5,750,000 are shares of RAAC Class C Common Stock. Each share of RAAC Common Stock entitles the holder to one vote at the RAAC Special Meeting on each proposal to be considered at the RAAC Special Meeting. As of the RAAC record date, the Sponsor and Insiders owned and were entitled to vote 9,583,333shares of RAAC Common Stock, representing approximately 25% of the shares of RAAC Common Stock outstanding on that date. RAAC currently expects that the Sponsor and Insiders will vote their shares in favor of each of the proposals set forth in this proxy statement/prospectus, and, pursuant to the Sponsor Support Agreement, such persons have agreed to do so. As of the RAAC record date, Berkshire Grey did not beneficially hold any shares of RAAC Common Stock.

A majority of the voting power of the issued and outstanding RAAC Common Stock entitled to vote at the RAAC Special Meeting as of the RAAC record date must be present, attending virtually or represented by proxy, at the RAAC Special Meeting to constitute a quorum and in order to conduct business at the RAAC Special Meeting.

Approval of the Charter Proposal requires the affirmative vote of holders of a majority of the outstanding shares of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. Approval of each of the Business Combination Proposal, the Nasdaq Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal and the Adjournment Proposal (if necessary) requires the affirmative vote of a majority of the votes cast by the holders of RAAC Common Stock present in person or represented by proxy at the RAAC Special Meeting and entitled to vote thereon. Approval of each of the Existing Director Election Proposal and the Business Combination Director Election Proposal requires the affirmative vote of a plurality of the votes cast by the holders of RAAC Common Stock present in person or represented by proxy at the RAAC Special Meeting and entitled to vote thereon. The Business Combination Proposal, the Charter Proposal, the Nasdaq Proposal, the Advisory Charter Proposals, the Existing Director Election Proposal, the Business Combination Director Election Proposal, the Incentive Plan Proposal, and the Adjournment Proposal (if necessary) are collectively referred to herein as the “proposals.”

The merger is conditioned upon the approval of each of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal and the Incentive Plan Proposal, and each of these proposals are conditions upon the approval of the other. Failure to receive approval of any of the Conditioned Proposals provides each of RAAC and Berkshire Grey with a right to terminate the Merger Agreement. If the RAAC Stockholders do not approve each of the Conditioned Proposals, the merger may not be consummated. If the Business Combination Proposal is not approved, each of the other proposals (except the Existing Director Election Proposal and the Adjournment Proposal) will not be presented to the stockholders for a vote. See “RAAC Special Meeting — Quorum and Required Vote for Proposals for the RAAC Special Meeting.”

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Interests of Berkshire Grey’s Directors and Executive Officers in the Business Combination

Berkshire Grey’s directors and executive officers may have interests in such proposal that are different from, or in addition to, those of Berkshire Grey’s shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

•        Treatment of Berkshire Grey’s Equity Awards in the Business Combination.    Under the Merger Agreement, all outstanding stock options and restricted shares granted by Berkshire Grey prior to the Closing of the Business Combination will be converted to the right to receive an options or awards, respectively, for shares of RAAC Common Stock that will be subject to the same terms and conditions as were in effect prior to the Closing of the Business Combination. See the section entitled “The Merger Agreement  — Consideration  — Treatment of Berkshire Grey Options and Berkshire Grey Restricted Stock” beginning on page 176 of this proxy statement/prospectus.

The amounts listed in the table below represent the number of stock options and/or restricted shares to be held by each executive officer and director of Berkshire Grey as of immediately following consummation of the Business Combination. Stock options are stated as total outstanding stock options with the estimated intrinsic value of each executive officer’s and director’s stock options calculated as to the total outstanding stock options for each individual award multiplied by the difference between (i) the $10.00 fair value of Berkshire Grey Common Stock under the Merger Agreement and (ii) the stock option exercise price. Additionally, restricted shares are stated as total outstanding restricted shares with the estimated intrinsic value of each executive officer’s and director’s restricted shares calculated as to the total outstanding restricted shares multiplied by the $10.00 fair value of Berkshire Grey Common Stock as under the Merger Agreement.

Name	Options	restricted Shares	Intrinsic Value
Thomas Wagner, Chief Executive Officer	5,099,448	—	$	45,076,672
Steve Johnson, President and Chief Operating Officer	—	6,881,240		68,812,400
Mark Fidler, Chief Financial Officer	2,439,927	—		21,567,786
Peter Barris, Director	—	—		—
Sven Strohband, Director	—	—		—
Kenichi Yoshida, Director	—	—		—

•        2021 Plan.    Effective upon the completion of the Business Combination and in connection with the implementation of the 2021 Plan, we intend to grant awards to certain executive officers, however, such awards to executive officers, employees and consultants under the 2021 Plan are discretionary and cannot be determined at this time.

•        Steve Johnson’s Note.    In connection with and concurrently with the execution of the Merger Agreement, Berkshire Grey entered into the Stock Repurchase Agreement with Steve Johnson, the President and Chief Operating Officer of Berkshire Grey, whereby Mr.Johnson has agreed to, immediately prior to the consummation of the Business Combination, sell back to Berkshire Grey 175,439shares of restricted Berkshire Grey Common Stock issued to him pursuant to a restricted stock award agreement, the proceeds of which repurchase which will be used to repay in full the amount of outstanding principal and accrued interest due to Berkshire Grey under a partial recourse secured promissory note and a pledge agreement by and between Berkshire Grey and Mr.Johnson. See the section entitled “Certain Relationships and Related Party Transactions — Certain Relationships and Related Party Transactions — Berkshire Grey — Promissory Note with Steve Johnson” beginning on page 203 of this proxy statement/prospectus.

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Interests of RAAC Directors and Officers and the Sponsor in the Business Combination

In considering the recommendation of the RAAC Board to vote in favor of approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal, the Existing Director Election Proposal and the Business Combination Director Election Proposal, stockholders should keep in mind that certain members of the RAAC Board and executive officers of RAAC have interests in such proposals that are different from, or in addition to, those of RAAC Stockholders generally. These interests include, among other things:

•        If the Business Combination or another initial business combination is not consummated by December10, 2022, or such extended period of time as a result of a stockholder vote to amend the RAAC A&R Charter, RAAC will (1) cease all operations except for the purpose of winding up, (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the shares of RAAC Class A Common Stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding shares of RAAC Class A Common Stock, which redemption will completely extinguish RAAC public stockholders’ rights as RAAC Stockholders (including the right to receive further liquidating distributions, if any), and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining RAAC Stockholders and the RAAC Board, liquidate and dissolve, subject in each case to RAAC’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to RAAC Public Warrants or RAAC Private Warrants, which will all expire worthless if RAAC fails to complete its initial business combination within the allotted time period. In addition, in such event, the 3,833,333shares of RAAC Class B Common Stock and the 5,750,000shares of RAAC Class C Common Stock held by the Sponsor, an advisor of the Sponsor and the directors and officers of RAAC, which were acquired for an aggregate purchase price of $25,000 prior to RAAC’s IPO, would be worthless because such holders have waived their rights to liquidating distributions from the Trust Account with respect to such shares. While such shares are subject to certain transfer restrictions and, in the case of shares of RAAC Class C Common Stock, cancelation triggers that shares of RAAC Class A Common Stock are not, based upon the closing price of $                  per share of the RAAC Class A Common Stock on Nasdaq on               , 2021, such shares of RAAC Class B Common Stock and RAAC Class C Common Stock had an aggregate market value of $               .

•        The Sponsor purchased 5,166,667 RAAC Private Warrants for an aggregate purchase price of $7,750,000 in connection with RAAC’s IPO. As described in the preceding paragraph, the RAAC Private Warrants, along with the RAAC Public Warrants, will all expire worthless if RAAC fails to complete its initial business combination within the allotted time period. While such RAAC Private Warrants are subject to certain transfer restrictions that the RAAC Public Warrants are not, based upon the closing price of per                warrant of the RAAC Public Warrants on Nasdaq on               , 2021, such shares of RAAC Class B Common Stock and RAAC Class C Common Stock had an aggregate market value of $               .

•        The Sponsor will be liable to RAAC if and to the extent any claims by a third party (other than claims by RAAC’s independent registered public accounting firm) for services rendered or products sold to RAAC, or a prospective target business with which RAAC has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per public share or (2) such lesser amount per outstanding share of RAAC Class A Common Stock held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the assets in the Trust Account, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriter of RAAC’s IPO against certain liabilities, including liabilities under the Securities Act.

•        Mr.Delaney will remain a member of the board of directors of New Berkshire Grey after the closing of the Business Combination for a term that expires in 2024. As such, in the future, unless and until he is replaced, Mr.Delaney will receive any cash fees, stock options or stock awards that the New Berkshire Grey Board determines to pay for his service.

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•        The Sponsor and RAAC’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on RAAC’s behalf, such as identifying potential target businesses for RAAC’s initial business combination and performing due diligence on suitable business combinations. However, if RAAC fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, RAAC may not be able to reimburse these expenses if the Business Combination or another initial business combination is not completed by December10, 2022 or such extended period of time as a result of a stockholder vote to amend the RAAC A&R Charter.

•        The holders of shares of RAAC Class B Common Stock, shares of RAAC Class C Common Stock and RAAC Private Warrants and the PIPE Investors are entitled to customary registration rights.

•        RAAC’s current officers and directors will receive continued indemnification and liability insurance after the merger.

Unlike some other blank check companies in which the initial stockholders agree to vote their shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, the Sponsor and RAAC’s officers and directors and the other holder of RAAC Class B Common Stock and RAAC Class C Common Stock have agreed to vote in favor of the Business Combination and the other proposals herein, regardless of how the RAAC Public Stockholders vote. As of the date of this proxy statement/prospectus, such holders (including RAAC’s independent directors) own 25% of the issued and outstanding common stock of RAAC (excluding warrants).

In connection with the stockholder vote to approve the Business Combination, the Sponsor and RAAC’s directors, officers and advisors or their affiliates may privately negotiate transactions to purchase shares of RAAC Class A Common Stock from stockholders who would have otherwise elected to have their shares redeemed in conjunction with the Business Combination for a per share pro rata portion of the Trust Account. None of the Sponsor or RAAC’s directors, officers or advisors or their affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such shares. Such a purchase of shares may include a contractual acknowledgement that such stockholder, although still the record holder of the shares of RAAC Class A Common Stock, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor or RAAC’s directors, officers and advisors or their affiliates purchase shares in privately negotiated transactions from stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. The purpose of these purchases would be to increase the amount of cash available to RAAC for use in the Business Combination.

The existence of financial and personal interests of one or more of RAAC’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of RAAC and its stockholders and what he, she or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. In addition, RAAC’s Sponsor and officers have interests in the Business Combination that may conflict with your interests as a stockholder.

Treatment of Berkshire Grey Equity Awards

Berkshire Grey Stock Options.    As of the effective time, each Berkshire Grey stock option that is then outstanding shall be converted into the right to receive an option relating to shares of RAAC Class A Common Stock upon substantially the same terms and conditions as are in effect with respect to such option immediately prior to the effective time, including with respect to vesting and termination-related provisions (after such conversion, a “RAAC Option”) except that such RAAC Option shall relate to a whole number of shares of RAAC Class A Common Stock, rounded down to the nearest whole share, equal to the number of shares of Berkshire Grey Common Stock subject to such Berkshire Grey stock option, multiplied by the Exchange Ratio, and (b) the exercise price per share for each such RAAC Option shall be equal to the exercise price per share of such Berkshire Grey stock option in effect immediately prior to the effective time, divided by the Exchange Ratio, rounded up to the nearest full cent.

Berkshire Grey Restricted Stock Awards.    As of the effective time, each Berkshire Grey restricted stock award that is outstanding immediately prior to the effective time shall be converted into an award of restricted stock with respect to shares of RAAC common stock with substantially the same terms and conditions as were applicable to such

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Berkshire Grey restricted stock award immediately prior to the effective time, including with respect to vesting and termination-related provisions with such adjustments to any performance-vesting metrics as deemed necessary and appropriate by Berkshire Grey, except that such RAAC restricted stock award shall be comprised of that number of shares of RAAC common stock as is equal to the product of (i) the number of shares of Berkshire Grey common stock subject to such Berkshire Grey restricted stock award immediately prior to the effective time, multiplied by (ii) the Exchange Ratio, with any fractional shares rounded down to the nearest whole share.

Regulatory Approvals Required for the Merger

Under the HSR Act and the rules that have been promulgated thereunder by the U.S. Federal Trade Commission (“FTC”), certain transactions may not be consummated unless the information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The merger is subject to these requirements and may not be completed until the expiration of a thirty- (30-) day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. RAAC and Berkshire Grey will file the required forms under the HSR Act with the Antitrust Division and the FTC and will request early termination and each of RAAC and Berkshire Grey will exercise its reasonable best efforts to (i) obtain termination or expiration of the waiting period under the HSR Act and (ii) prevent the entry, in any legal proceeding brought by the Antitrust Division or the FTC or any other person of any governmental order that would prohibit or delay the consummation of the Business Combination. On March16, 2021, RAAC and Berkshire Grey filed the required forms under the HSR Act with respect to the Merger with the Antitrust Division and the FTC and requested early termination.

At any time before or after consummation of the merger, notwithstanding termination of the waiting period under the HSR Act, the applicable competition authorities in the United States or any other applicable jurisdiction could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the merger, conditionally approving the merger upon divestiture of New Berkshire Grey’s assets, subjecting the completion of the merger to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. RAAC cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Merger on antitrust grounds, and, if such a challenge is made, RAAC cannot assure you as to its result.

Neither RAAC nor Berkshire Grey are aware of any material regulatory approvals or actions that are required for completion of the merger other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

United States Federal Income Tax Considerations for Stockholders Exercising Redemption Rights

For a discussion summarizing the U.S. federal income tax considerations of the exercise of redemption rights, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — United States Federal Income Tax Considerations for Stockholders Exercising Redemption Rights” beginning on page 72 of this proxy statement/prospectus.

Time and Place of Special Meeting

The RAAC Special Meeting will be held on               , 2021, at              a.m. Eastern Time. In light of the ongoing developments related to the COVID-19 pandemic and to protect the health of RAAC Stockholders, management and the community, the RAAC Special Meeting will be held virtually via live audio webcast. You will be able to attend the RAAC Special Meeting by visiting          and entering your control number as further explained in the accompanying proxy statement/prospectus. RAAC recommends that you log in at least 15 minutes before the RAAC Special Meeting to ensure you are logged in when the RAAC Special Meeting starts.

Appraisal Rights

Appraisal rights are not available to holders of shares of RAAC Common Stock, the RAAC Public Warrants or the RAAC Private Warrants in connection with the merger.

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Stock Exchange Listing

The RAAC Units, RAAC Class A Common Stock and RAAC Public Warrants are listed on Nasdaq under the symbols “RAACU,” “RAAC” and “RAACW,” respectively. RAAC will use reasonable best efforts to cause the RAAC Units, the RAAC Class A Common Stock and RAAC Public Warrants to, following the merger, be approved for listing on Nasdaq as securities of New Berkshire Grey under the symbols “BGRYU,” “BGRY” and “BGRYW,” respectively.

Emerging Growth Company

RAAC is an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in RAAC’s periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. RAAC has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, RAAC, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of RAAC’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of RAAC’s IPO, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of RAAC Common Stock that is held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.

Proxy Solicitation

Proxies may be solicited by mail, telephone or e-mail. RAAC has engaged Innisfree M&A Incorporated to assist in the solicitation of proxies.

If a stockholder grants a proxy, it may still vote its shares at the RAAC Special Meeting if it revokes its proxy before the RAAC Special Meeting. A stockholder also may change its vote by submitting a later-dated proxy. See “RAAC Special Meeting — Revoking Your Proxy” beginning on page 69 of this proxy statement/prospectus.

Risk Factors

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in the proxy statement/prospectus. In particular, you should consider the factors described under “Risk Factors” beginning on page 28 of this proxy statement/prospectus, which include, among others, the following:

•        RAAC stockholders will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.

•        Following the consummation of the Business Combination, our only significant asset will be ownership of 100% of the Surviving Corporation’s equity interests, and we do not currently intend to pay dividends on New Berkshire Grey common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of New Berkshire Grey common stock.

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•        RAAC has not obtained an opinion from an independent investment banking firm or from an independent accounting firm regarding fairness, and consequently, you may have no assurance from an independent source that the price we are paying for the business of Berkshire Grey is fair from a financial point of view.

•        Since the Sponsor and RAAC’s directors and executive officers have interests that are different, or in addition to (and which may conflict with), the interests of our stockholders, a conflict of interest may have existed in determining whether the business combination with Berkshire Grey is appropriate as the Business Combination.

•        The Sponsor, and RAAC’s directors and an advisor of the Sponsor have agreed to vote in favor of the Business Combination, regardless of how our public stockholders vote.

•        Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

•        There can be no assurance that New Berkshire Grey common stock will be approved for listing on Nasdaq or that New Berkshire Grey will be able to comply with the continued listing standards of Nasdaq.

•        The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Merger Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

•        Termination of the Merger Agreement could negatively impact RAAC.

•        Berkshire Grey will be subject to business uncertainties and contractual restrictions while the Business Combination is pending.

•        The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is preliminary, and the actual financial condition and results of operations after the Business Combination may differ materially.

•        RAAC and Berkshire Grey will incur transaction costs in connection with the Business Combination.

•        The Sponsor may elect to purchase shares or warrants from public stockholders, which may influence a vote on a proposed business combination and reduce the public “float” of our securities.

•        Subsequent to our completion of the Business Combination, we may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.

•        If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share.

•        If, after we distribute the proceeds in the Trust Account to our public stockholders, RAAC files a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

•        If, before distributing the proceeds in the Trust Account to our public stockholders, RAAC files a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

•        We are not registering the shares of New Berkshire Grey common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

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•        Past performance by RAAC or the Sponsor or management team and their respective affiliates may not be indicative of future performance of an investment in Berkshire Grey or New Berkshire Grey.

•        We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

•        RAAC’s and Berkshire Grey’s ability to consummate the Business Combination, and the operations of New Berkshire Grey following the Business Combination, may be materially adversely affected by the COVID-19 pandemic.

•        There is no guarantee that a public stockholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put such stockholder in a better future economic position.

•        If RAAC public stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their public shares for a pro rata portion of the funds held in the Trust Account.

•        RAAC does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for RAAC to complete the Business Combination with which a substantial majority of RAAC’s shareholders do not agree.

•        If you or a “group” of stockholders of which you are a part is deemed to hold an aggregate of more than 15% of the public shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of the public shares.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF RAAC

The balance sheet data of RAAC as of December31, 2020 and the historical statement of operations data of RAAC for the period from September10, 2020 (inception) to December31, 2020 are derived from RAAC’s audited financial statements included elsewhere in this proxy statement/prospectus. In RAAC’s management’s opinion, the audited financial statements include all adjustments necessary to state fairly RAAC’s financial position as of December31, 2020 and the results of operations for the period from September10, 2020 (inception) to December31, 2020.

RAAC’s historical results are not necessarily indicative of the results that may be expected in the future. The information below is only a summary and should be read in conjunction with the sections entitled “RAAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Information About RAAC” and the financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement/prospectus.

RAAC is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

REVOLUTION ACCELERATION ACQUISITION CORP
BALANCE SHEET
DECEMBER 31, 2020

ASSETS
Current Assets
Cash and cash equivalents	$	780,292
Prepaid expenses		747,842
Total Current Assets		1,528,134
Cash and marketable securities held in Trust Account		287,491,254
TOTAL ASSETS	$	289,019,388
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities – accrued expenses	$	106,477
Deferred underwriting payable		10,062,500
Total Liabilities		10,168,977
Commitments
Class A common stock subject to possible redemption 27,385,874 shares at redemption value		273,850,409
Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—
Class A common stock, $0.0001 par value; 75,000,000 shares authorized; 1,364,126 issued and outstanding (excluding 27,385,874 shares subject to possible redemption)		136
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 3,833,333 shares issued and outstanding		383
Class C common stock, $0.0001 par value; 15,000,000 shares authorized; 5,750,000 shares issued and outstanding		575
Additional paid-in capital		5,180,583
Accumulated deficit		(181,675	)
Total Stockholders’ Equity		5,000,002
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	289,019,388

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REVOLUTION ACCELERATION ACQUISITION CORPSTATEMENT OF OPERATIONSFOR THE PERIOD FROM SEPTEMBER 10, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020

Formation and operating costs	$	172,935
Loss from operations		(172,935	)
Other expense:
Interest income – bank		6
Interest earned on marketable securities held in Trust Account		7,721
Unrealized loss on marketable securities held in Trust Account		(16,467	)
Other expense, net		(8,740	)
Net loss	$	(181,675	)
Basic and diluted weighted average shares outstanding, Common stock subject to possible redemption		27,403,108
Basic and diluted net loss per share, Common stock subject to possible redemption	$	0.00
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		8,843,003
Basic and diluted net loss per share, Non-redeemable common stock	$	(0.02	)

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SELECTED HISTORICAL FINANCIAL INFORMATION OF BERKSHIRE GREY

The following table shows summary historical financial data of Berkshire Grey, Inc. for the periods and as of the dates indicated.

The summary historical financial data of Berkshire Grey, Inc. as of and for the years ended December 31, 2020 and 2019 was derived from the audited historical consolidated financial statements of Berkshire Grey, Inc. included elsewhere in this proxy statement/consent solicitation statement/prospectus.

The following table should be read in conjunction with the sections entitled “Information About Berkshire Grey, Inc.” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Berkshire Grey, Inc.” and the historical financial statements and the notes and schedules related thereto, included elsewhere in this proxy statement/consent solicitation statement/prospectus. The historical results presented below are not necessarily indicative of financial results to be achieved by the business following the Business Combination.

(in thousands, except share and per share data)	For the year ended December 31, 2020			For the year ended December 31, 2019
Statement of Operations Data:
Loss from operations	$	(61,825	)	$	(50,231	)
Interest and other income		4,187			721
Income tax		5			1
Net loss		(57,643	)		(49,511	)
Weighted average shares outstanding, basic and diluted		3,554,478			2,786,510
Basic and diluted net loss per common share	$	(16.22	)	$	(17.77	)
Statement of Cash Flows Data:
Net cash used in operating activities	$	(55,974	)	$	(28,821	)
Net cash used in investing activities		(8,718	)		(1,818	)
Net cash provided by financing activities		226			167,589

	As of December 31,
(in thousands)	2020			2019
Balance Sheet Data:
Total assets	$	126,389		$	184,118
Total liabilities		37,069			40,706
Mezzanine equity		223,442			223,442
Total stockholders’ deficit		(134,122	)		(80,030	)

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SELECTED UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial information (the “Summary Pro Forma Information”) gives effect to the transaction contemplated by the Merger Agreement. The Business Combination is expected to be accounted for as a reverse recapitalization in accordance with GAAP. Under the guidance in FASB ASC Topic 805, RAAC is expected to be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination is expected to be reflected as the equivalent of Berkshire Grey issuing stock for the net assets of RAAC, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of Berkshire Grey. The summary unaudited pro forma condensed combined balance sheet data as of December31, 2020 gives effect to the Business Combination as if it had occurred on January1, 2020.

The Summary Pro Forma Information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information appearing elsewhere in this proxy statement/prospectus and the accompanying notes to the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements and related notes of RAAC and Berkshire Grey for the applicable periods included in this proxy statement/prospectus. The Summary Pro Forma Information has been presented for informational purposes only and are not necessarily indicative of what New Berkshire’s financial position or results of operations actually would have been had the Business Combination been as of the date indicated. In addition, the Summary Pro Forma Information does not purport to project the future financial position or operating results of New Berkshire Grey.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption by RAAC’s public stockholders of shares of RAAC Class A ordinary shares for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account:

•        Assuming No Redemptions:    This presentation assumes that no RAAC Public Shares are redeemed, 16,500,000shares of RAAC Class A Common Stock are issued pursuant to the PIPE Investment and 191,909,827shares of RAAC Class A Common Stock are issued as Merger Consideration.

•        Assuming Maximum Redemptions:    This presentation assumes that 22,740,375 of the current outstanding RAAC Public Shares are redeemed (which is derived from the number of shares that could be redeemed in connection with the Business Combination at an assumed redemption price of approximately $10.00 per share based on funds held in the Trust Account as of December31, 2020 and still satisfy the minimum cash condition of $200,000,000 set forth in the Merger Agreement, after giving effect to the PIPE Investment and the payment of estimated transaction costs of approximately $25million, including deferred underwriting commissions from RAAC’s IPO, incurred in connection with the Business Combination), 16,500,000shares of RAAC Class A Common Stock are issued pursuant to the PIPE Investment and 191,909,827shares of RAAC Class A Common Stock are issued as Merger Consideration.

	Pro Forma Combined (Assuming No Redemption)			Pro Forma Combined (Assuming Maximum Redemption)
	(in thousands, except per share amounts)
Statement of Operations Data Year Ended December 31, 2020
Revenue	$	34,835		$	34,835
Net loss per share – basic and diluted	$	(0.23	)	$	(0.26	)
Weighted-average shares outstanding – basic and diluted		246,743			224,002
Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data as of December 31, 2020
Total assets	$	540,409		$	319,828
Total liabilities	$	37,175		$	37,175
Total stockholders’ equity	$	503,234		$	282,653

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UNAUDITED HISTORICAL COMPARATIVE AND PRO FORMA
COMBINED PER SHARE INFORMATION

The following table sets forth summary historical comparative share information for RAAC and Berkshire Grey and unaudited pro forma condensed combined per share information of RAAC after giving effect to the Business Combination transactions, assuming two redemption scenarios as follows:

•        Assuming No Redemptions:    This presentation assumes that no RAAC Public Shares are redeemed, 16,500,000shares of RAAC Class A Common Stock are issued pursuant to the PIPE Investment and 191,909,827shares of RAAC Class A Common Stock are issued as Merger Consideration.

•        Assuming Maximum Redemptions:    This presentation assumes that 22,740,375 of the current outstanding RAAC Public Shares are redeemed (which is derived from the number of shares that could be redeemed in connection with the Business Combination at an assumed redemption price of approximately $10.00 per share based on funds held in the Trust Account as of December31, 2020 and still satisfy the minimum cash condition of $200,000,000 set forth in the Merger Agreement, after giving effect to the PIPE Investment and the payment of estimated transaction costs of approximately $25million, including deferred underwriting commissions from RAAC’s IPO, incurred in connection with the Business Combination), 16,500,000shares of RAAC Class A Common Stock are issued pursuant to the PIPE Investment and 191,909,827shares of RAAC Class A Common Stock are issued as Merger Consideration.

The unaudited pro forma book value, the weighted average shares outstanding and the net earnings per share information reflect the Transactions as if they had occurred on January1, 2020.

This information is only a summary and should be read together with the summary historical financial information included elsewhere in this proxy statement/prospectus, and the historical financial statements of RAAC and Berkshire Grey and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of RAAC and Berkshire Grey is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of RAAC and Berkshire Grey would have been had the companies been combined during the periods presented.

(in thousands, except per share amounts)	Historical						Pro Forma Combined						Berkshire Grey equivalent pro forma per share data(3)
	RAAC			Berkshire Grey			Assuming No Redemptions			Assuming Max Redemptions			Assuming No Redemptions			Assuming Max Redemptions
As of and for the Year Ended December 31, 2020(4)
Book value per share, basic and diluted(1)(2)	$	0.46		$	(37.02	)	$	2.04		$	1.26		$	11.84		$	7.33
Net loss per share, basic and diluted(2)	$	(0.02	)	$	(16.22	)	$	(0.23	)	$	(0.26	)	$	(1.34	)	$	(1.51	)
Weighted average shares outstanding, basic and diluted(2)		8,843			3,554			246,743			224,002			191,910			191,910

____________

(1)      Book value per share = Total equity (deficit)/shares outstanding at December 31, 2020 for RAAC, Berkshire Grey and the pro forma.

(2)      Historical Book value per share and Net income (loss) per share are based on total common stock for RAAC and total common stock for Berkshire Grey.

(3)      The equivalent pro forma basic and diluted per share data for Berkshire Grey is based on the expected exchange ratio of 5.80765 for both No Redemptions and Max Redemptions scenarios. The equivalent pro forma shares outstanding for Berkshire Grey represent the total consideration shares of 225million, less 33.1million shares of underlying unvested, unissued, and/or unexercised stock options and warrants.

(4)      No cash dividends were declared in the periods presented.

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RISK FACTORS

In addition to the other information contained in this proxy statement/prospectus, including the financial statements and the notes to the financial statements included herein and the matters addressed under the heading “Cautionary Note Regarding Forward-Looking Statements”, you should carefully consider the following risk factors in evaluating the Business Combination and deciding how to vote on the proposals presented in this proxy statement/prospectus. The following risk factors apply to the business and operations of Berkshire Grey and will also apply to the business and operations of New Berkshire Grey following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, along or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of New Berkshire Grey following the Business Combination. The risks discussed below may not be exhaustive and are based on certain assumptions made by RAAC and Berkshire Grey that may later prove to be incorrect or incomplete. New Berkshire Grey may face additional risks and uncertainties that are not presently known to RAAC and Berkshire Grey, or that are currently deemed immaterial, which may also impair New Berkshire Grey’s business or financial condition.

Risks Relating to Berkshire Grey’s Business and Industry

Unless the context otherwise requires, all references in this “Risk Factors — Risks Related to Berkshire Grey’s Business and Industry” section to “we,” “us” and “our” refer to Berkshire Grey as it currently exists prior to the consummation of the Business Combination and to New Berkshire Grey from and after the consummation of the Business Combination.

We have incurred net losses in every year since our inception, we anticipate expenses will increase in the future and we may not be able to achieve or maintain profitability in the future.

We have incurred net losses in each year since our incorporation in 2013, including net losses of $57.6million for 2020 and $49.5million for 2019. We believe we will continue to incur operating losses and negative cash flow in the near-term as we continue to invest significantly in our business, in particular across our research and development efforts and sales and marketing programs, and such losses may fluctuate significantly in any given quarter. We expect to incur significant expenditures for the foreseeable future in connection with such investments, and we expect these expenditures to increase as we continue to expand our operations into new geographic areas.

These investments may not result in increased revenue or growth in our business, and our operating results may fluctuate significantly or may fall below the expectations of investors. In addition, as a newly-public company, we expect to incur significant additional legal, accounting, directors and officers insurance and other expenses that we did not incur as a private company. These increased expenditures may make it harder for us to achieve and maintain future profitability. Revenue growth and growth in our customer base may not be achievable or sustainable, and we may not achieve sufficient revenue to achieve or maintain profitability. We may incur significant losses in the future for a number of reasons, including due to the other risks described in this proxy statement/prospectus, and we may encounter unforeseen expenses, difficulties, complications and delays and other unknown events. As a result, the amount of our future losses is uncertain, our losses may be larger than anticipated and we may incur significant losses for the foreseeable future. If we do not successfully address these risks, we may not achieve profitability when expected, or at all, and even if we do achieve profitability, we may not be able to maintain or increase profitability. Furthermore, if our future growth and operating performance fail to meet investor or analyst expectations, or if we have future negative cash flow or losses resulting from our investments in acquiring customers, further developing our technology or expanding our operations, this could have a material adverse effect on our business, financial condition and results of operations.

We have generated substantially all of our revenue to date and expect to generate a significant portion of our future revenue, from a limited number of customers.

A significant portion of our revenue is derived from a limited number of customers. In the year ended December31, 2020, two customers accounted for approximately 99% of our revenue. Historically, our revenue has been dependent upon a limited number of customers and we expect that we will continue to derive a majority of our revenue from a limited number of significant customers in future years. No assurance can be given that our significant

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customers will continue to do business with us or that they will maintain their historical levels of business. If our relationship with any significant customer were to cease, then our revenues would decline and negatively impact our results of operations. Any such decline could increase our accumulated deficit and result in a need to raise additional capital to fund our operations. If our expectations regarding future revenues are inaccurate, we may be unable to reduce costs in a timely manner to adjust for revenue shortfalls.

The majority of our contracts permit our customers to terminate their orders or such customer relationship for convenience, and such terminations, if effected, would adversely affect our future revenues and could have a significant negative impact on our financial condition and results of operations.

A significant portion of our revenue is derived from customers with whom we have entered into contracts that can be terminated by the customer for any reason, which may result in our failure to realize a significant portion of the value of the contract with such customer. If our relationship with any significant customer were to deteriorate or cease, we would be exposed to the risk that such customer contract may be terminated early. To the extent that we do not maintain our existing level of business with our significant or other customers, or such customers cancel existing contracts, we will need to attract new customers or win new business with existing customers, or our results of operations and financial condition will be adversely affected.

We have generated substantially all of our revenue to date from a limited number of solutions. We may experience significant delays in the design, development, production and launch of new solutions, and we may be unable to successfully commercialize additional solutions on our planned timelines.

We are reliant on the marketing and sale of our current solutions for the majority of our revenue earned to date. If we are unable to sell these solutions to new customers or sell a higher volume of these solutions to our existing customers in the future, it will be difficult for us to achieve and maintain consistent profitability. In addition, if we are unable to develop new solutions and services, or if we experience significant delays or incur significant expenses in the design, development, production and launch of new solutions and services, then we may be unable to successfully commercialize additional solutions on our planned timelines, which may in turn have a material adverse effect on our business, financial condition and results of operations.

Our mobile solutions use lithium-ion battery cells, which have been observed to catch fire or vent smoke and flame in limited circumstances, and such events have raised concerns, and future events may lead to additional concerns, about the batteries we use, which could have a negative impact on our sales or our reputation.

The battery packs in certain of our solutions make use of lithium-ion cells. We also currently intend to make use of lithium-ion cells in battery packs on future solutions we may produce. On rare occasions, lithium-ion cells can rapidly release the energy they contain by venting smoke and flames in a manner that can ignite nearby materials as well as other lithium-ion cells. Extremely rare incidents of laptop computers, cell phones and lithium-ion battery packs catching fire have raised questions and concerns about the safety of these cells. Negative public perceptions regarding the suitability of lithium-ion cells, or any future incident involving lithium-ion cells, such as a vehicle or other device or product catching fire, could seriously harm our business, even if such incident does not involve us or our solutions. Additionally, such incidents could result in a number of increased costs and expenses being imposed on our business, including costs resulting from regulatory compliance obligations in connection with regulatory scrutiny of the industry resulting from any such future incidents.

Our sales channels are currently limited, and our business may not grow as rapidly as we expect if we do not successfully develop other sales channels such as business partnerships and strategic alliances.

To maintain and grow our business, we must maintain and expand our sales channels. As of March1, 2021, our sole sales channel was through direct sales to customers. If we are unable to maintain and expand our sales channels, our growth prospects would be limited and our business or ability to realize future revenues may be harmed. We must also continuously monitor and evaluate emerging sales channels. If we fail to establish a presence in an important developing sales channel, our business and growth prospects could be harmed.

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We depend on a limited number of third-party contract manufacturers for substantially all of our solution manufacturing. If these third-party manufacturers experience any delay, disruption or quality control problems in their operations, we could lose market share and our brand may be damaged.

While there are several potential manufacturers for most of our solutions, substantially all of our manufacturing needs are supplied by two third-party manufacturers. In most cases, we rely on these two manufacturers to procure components and, in some cases, subcontract engineering work. Our reliance on limited number of contract manufacturers involves a number of risks, including, but not limited to:

•        unpredictable and unexpected increases in manufacturing and repair costs;

•        inability to control the quality and reliability of finished solutions;

•        inability to control delivery schedules;

•        potential liability for expenses incurred by third-party contract manufacturers in reliance on our forecasts that later prove to be inaccurate;

•        potential lack of adequate capacity to manufacture all or a part of the solutions we require;

•        potential high switching costs in the event our relationship with a manufacturer ceases;

•        potential liability to customers for delays in delivery caused by dependence on third-party manufacturers to provide components; and

•        potential labor unrest affecting the ability of the third-party manufacturers to produce our solutions.

If any of our third-party contract manufacturers experience a delay, disruption or quality control problems in their operations, including due to the COVID-19 pandemic, or if a primary third-party contract manufacturer does not renew its agreement with us, our operations could be significantly disrupted and our solution shipments to customers could be delayed. Qualifying a new manufacturer and commencing volume production is expensive and time consuming. Ensuring that a contract manufacturer is qualified to manufacture our solutions to our standards is time consuming. In addition, there is no assurance that a contract manufacturer can scale its production of our solutions at the volumes and in the quality that we require. If a contract manufacturer is unable to do these things, we may have to move production for the solutions to a new or existing third-party manufacturer, which would take significant effort and our business, results of operations and financial condition could be materially adversely affected.

As we contemplate moving manufacturing into different jurisdictions, we may be subject to additional significant challenges in ensuring that quality, processes, and costs, among other issues, are consistent with our expectations. For example, while we expect our third-party contract manufacturers to be responsible for costs assessed on us because of failures of the solutions, there is no assurance that we will be able to collect such reimbursements from these manufacturers, which would require us to take on additional risk for potential failures of our solutions. There may also be a number of other hindrances in securing third-party contract manufacturers in new jurisdictions, including hurdles that are regulatory in nature, financial or otherwise, that could significantly increase our costs of retaining such manufacturers and affect our results of operations.

In addition, because we use a limited number of third-party contract manufacturers, increases in the prices charged may have an adverse effect on our results of operations, as we may be unable to find a contract manufacturer who can supply to us at a lower price or a similar quality for components. As a result, the loss of a limited source supplier could adversely affect our relationships with our customers and our results of operations and financial condition.

All of our solutions must satisfy safety and regulatory standards, and some of our solutions may also need to receive regulatory certifications. Working with third-party consultants, we conduct tests, internally and through contract agencies, that support our applications for most regulatory approvals for our solutions. In the future we may outsource some of these testing responsibilities to our third-party contract manufacturers. If we or our contract manufacturers fail to timely and accurately conduct these tests, we may be unable to obtain the necessary regulatory approvals or certifications to sell our solutions in certain jurisdictions. As a result, we would be unable to sell our solutions and our sales and profitability could be reduced, our relationships with our sales channels could be harmed and our reputation and brand would suffer.

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If our suppliers or other third-party vendors become unavailable or produce inadequate supplies or services, we may be unable to obtain necessary hardware, software and operational support, and our customer relationships, results of operations and financial condition may be adversely affected.

We acquire certain of our supplies and services, which are critical to the ongoing operation and future growth of our business, from several third parties. Generally, our third-party contract manufacturers contract directly with component suppliers to manage their supply chains. If one of our contract manufacturers has supply chain disruption, or our relationship with our contract manufacturer terminates, we could experience delays. We also source some materials directly from suppliers. While most manufacturing equipment and materials for our solutions are available from multiple suppliers, certain of those items are only available from limited sources. Should any of these suppliers become unavailable or inadequate, or impose terms unacceptable to us, such as increased pricing terms, we could be required to spend a significant amount of time and expense to develop alternate sources of supply, and we may not be successful in doing so on terms acceptable to us, or at all. As a result, the loss of a limited source supplier could adversely affect our relationship with our customers as well as our results of operations and financial condition.

The facilities of our third-party contract manufacturers, our suppliers and our customers are vulnerable to disruption due to natural or other disasters, strikes, pandemics (including COVID-19) and other events beyond our control.

A major earthquake, fire, tsunami, hurricane, cyclone or other disaster, such as a major flood, seasonal storms, nuclear event or terrorist attack affecting the facilities of our third-party manufacturers, our suppliers or our customers, or the areas in which they are located, could significantly disrupt our or their operations and delay or prevent product shipment or installation during the time required to repair, rebuild or replace such damaged facilities. These delays could be lengthy and costly. Any delay in the production, shipment and installation of our solutions could impact the period in which we recognize the revenue related to that sale. Additionally, customers may delay purchases of our solutions until operations return to normal. Even if we are able to respond quickly to a disaster, the continued effects of the disaster could create uncertainty in our business operations. In addition, concerns about terrorism, the effects of a terrorist attack, political turmoil, labor strikes, war or the outbreak of epidemic or pandemic diseases (including the outbreak or persistence of COVID-19) could have a material and negative effect on our operations and sales.

Our existing and planned global operations subject us to a variety of risks and uncertainties that could adversely affect our business and operating results. Our business is subject to risks associated with selling our solutions in locations outside the United States.

In 2020, we derived approximately 30% of our revenues from one customer in one country outside the United States, and we plan to increase our international operations in the future. Accordingly, we expect to increasingly face significant operational risks and expenses from doing business internationally.

Our international operating results may be affected by volatility in currency exchange rates and our ability to effectively manage our currency transaction risks. We would incur currency transaction risks if we were to enter into either a purchase or a sale transaction using a different currency from the currency in which we report revenue. In such cases, we may suffer an exchange loss because we do not currently engage in currency swaps or other currency hedging strategies to address this risk. As we realize our strategy to expand internationally, our exposure to currency risks may increase. Given the volatility of exchange rates, we can give no assurance that we will be able to effectively manage our currency transaction risks or that any volatility in currency exchange rates will not have a material adverse effect on our results of operations.

Other risks and uncertainties we face from our global operations include, but are not limited to:

•        difficulties in staffing and managing foreign operations;

•        limited protection for the enforcement of contract and intellectual property rights in certain countries where we may sell our solutions or work with suppliers or other third parties;

•        potentially longer sales and payment cycles and potentially greater difficulties in collecting accounts receivable;

•        costs and difficulties of customizing solutions for foreign countries;

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•        challenges in providing solutions across a significant distance, in different languages and among different cultures;

•        laws and business practices favoring local competition;

•        being subject to a wide variety of complex foreign laws, treaties and regulations and adjusting to any unexpected changes in such laws, treaties and regulations;

•        specific and significant regulations, including, but not limited to, the European Union’s General Data Protection Regulation (“GDPR”), which imposes compliance obligations on companies who possess and use data of EU residents;

•        differences in analysis of regulatory, legal and tax issues across various countries, such as different interpretations of antitrust and competition laws;

•        uncertainty and resultant political, financial and market instability arising from the United Kingdom’s exit from the European Union;

•        compliance with U.S. laws affecting activities of U.S. companies abroad, including the U.S. Foreign Corrupt Practices Act;

•        uncertainties related to geopolitical risks, including the relationship between the U.S. government and the government of other nations;

•        tariffs, trade barriers and other regulatory or contractual limitations on our ability to sell or develop our solutions in certain foreign markets;

•        operating in countries with a higher incidence of corruption and fraudulent business practices;

•        changes in regulatory requirements, including export controls, tariffs and embargoes, other trade restrictions, competition, corporate practices and data privacy concerns;

•        potential adverse tax consequences arising from global operations;

•        seasonal reductions in business activity in certain parts of the world, particularly during the summer months in Europe and at year-end globally;

•        rapid changes in government, economic and political policies and conditions; and

•        political or civil unrest or instability, terrorism or epidemics or pandemics (including any risks related to or resulting from COVID-19) and other similar outbreaks or events.

Our failure to effectively manage the risks and uncertainties associated with our existing and planned global operations could limit the future growth of our business and adversely affect our business and operating results.

In the future, some of our solutions may contain customer-specific provisions that may impact the period in which we recognize the related revenue under GAAP.

Some customers that purchase AI-enabled robotics and automation solutions from us may require specific, customized factors relating to their intended use or the installation of the solutions in their facilities. These specific, customized factors are occasionally required by the customers to be included in our commercial agreements relating to the purchases. As a result, our responsiveness to our customers’ specific requirements has the potential to impact the period in which we recognize the revenue relating to that sale.

Similarly, some of our customers must build or prepare facilities to install a subset of our AI-enabled robotics and automation solutions, and the completion of such projects can be unpredictable, which can impact the period in which we recognize the revenue relating to that sale.

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We may face liability if our solutions are used by our customers to handle dangerous materials.

Customers may use our AI-enabled robotics and automation solutions to handle materials in a harmful way or in a manner that could otherwise be dangerous. While our AI-enabled robotics and automation solutions are safe when used properly and we endeavor to limit our liability for misuse and use of our solutions with hazardous materials, there can be no assurance that we will not be held liable if someone were injured or killed while using one of our solutions.

Any unauthorized control or manipulation of our solutions or robots, or theft or vandalism of our robots, could negatively impact our ability to conduct business and compromise the integrity of our solutions, resulting in significant data losses to our Company and our customers or the theft of intellectual property, damage to our reputation and significant liability to third parties.

Our solutions contain complex information technology systems. While we have implemented security measures intended to prevent unauthorized access to our information technology networks, our solutions and their systems, our security measures may not be sufficient to prevent malicious entities from attempting to gain unauthorized access to modify, alter and use such networks, solutions and systems to gain control of, or to change, our solutions’ functionality, user interface and performance characteristics or from gaining access to data stored in or generated by our solutions or in our customer’s systems. Any unauthorized access to or control of our solutions or their systems or any loss of data could result in costly legal claims or government investigations. In addition, regardless of their accuracy, reports of unauthorized access to our solutions, their systems or data, as well as other factors that may result in the perception that our solutions, their systems or data are capable of being hacked, may harm our brand, prospects and operating results.

Laws and regulations governing the robotics and AI automation industries are still developing and may restrict our business or increase the costs of our solutions, making our solutions less competitive or adversely affecting our revenue growth.

We are generally subject to laws and regulations relating to the robotics and AI automation industries in the jurisdictions in which we conduct our business or in some circumstances, of those jurisdictions in which we offer our solutions, as well as the general laws and regulations that apply to all businesses, such as those related to privacy and personal information, tax and consumer protection. These laws and regulations are developing and vary from one jurisdiction to another and future legislative and regulatory action, court decisions or other governmental action, which may be affected by, among other things, political pressures, attitudes and climates, as well as personal biases, may have a material and adverse impact on our operations and financial results.

Global economic, political and social conditions and uncertainties in the markets that we serve, including risks and uncertainties caused by the COVID-19 pandemic, may adversely impact our business.

Our performance depends on the financial health and strength of our customers, which in turn is dependent on the economic conditions of the markets in which we and our customers operate. The recent declines in the global economy, continuing geopolitical uncertainties and other macroeconomic factors all affect the spending behavior of potential customers. The economic uncertainty in the United States, Europe, Japan and other countries may cause end-users to further delay or reduce technology purchases and could possibly cause a national or global recession.

We also face risks from financial difficulties or other uncertainties experienced by our suppliers, distributors or other third parties on which we rely resulting from geopolitical tensions. If third parties are unable to supply us with required materials or components or otherwise assist us in operating our business, our business could be harmed.

For example, the possibility of an ongoing trade war between the United States and China may impact the cost of raw materials, finished products or components used in our solutions and our ability to sell our solutions in, or source materials from, China. Other changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment could also adversely affect our business. In addition, the United Kingdom’s formal exit from the European Union, or the potential for other countries to decide to leave the European Union, may have an effect on global economic conditions and the stability of global financial markets, which in turn could have a material adverse effect on our business, financial condition and results of operations. In extreme cases, we could experience interruptions in production due to the processing of customs formalities or reduced customer spending in the wake of weaker economic performance.

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Our business is currently concentrated in the United States. Future exposure to local economies, regional downturns or severe weather or catastrophic occurrences or other disruptions or events may materially adversely affect our financial condition and results of operations.

For the year ended December31, 2020, 30% of our revenue was derived from a customer in Japan. We expect to see revenue from other markets in future periods. Local and regional conditions in additional these markets may differ significantly from prevailing conditions in the United States or in other parts of the world. Our inability to effectively adapt to any shift, including failing to increase revenue from other markets, could adversely affect our business prospects and financial performance.

We may incur substantial costs and challenges enforcing and defending our intellectual property rights.

We may incur substantial costs in protecting, enforcing and defending our intellectual property rights against third parties. Intellectual property disputes may be costly and can be disruptive to our business operations by diverting attention and energies of management and key technical personnel and by increasing our costs of doing business. Third-party intellectual property claims asserted against us could subject us to significant liabilities, require us to enter into royalty and licensing arrangements on unfavorable terms, prevent us from assembling or licensing certain products, subject us to injunctions restricting our sale of solutions, cause severe disruptions to our operations or the marketplaces in which we compete or require us to satisfy indemnification commitments with our customers, including contractual provisions under various license arrangements. Any of these could have an adverse effect on our business and financial condition.

If we are unable to adequately protect or enforce our intellectual property rights, including patents pending, registered intellectual property and trade secrets, such information may be used by others to compete against us.

We have devoted substantial resources to the development of our technology and related intellectual property rights. Our success and future revenue growth will depend, in part, on our ability to protect our intellectual property. We rely on a combination of registered and unregistered intellectual property and protect our rights using patents, licenses, trademarks, trade secrets, confidentiality and assignment of invention agreements and other methods.

Despite our efforts to protect our proprietary rights, it is possible that competitors or other unauthorized third parties may obtain, copy, use or disclose our technologies, inventions, processes or improvements. We cannot provide assurance that any of our existing or future patents or other intellectual property rights will not be challenged, invalidated or circumvented, or will otherwise provide us with meaningful of sufficient protection. The infringement of our patents and misappropriation of confidential or trade secret technologies may occur in facilities where we cannot monitor or know that violations or theft is occurring. Our pending patent applications may not be granted, and we may not be able to obtain foreign patents or pending applications corresponding to our U.S. patents. Even if foreign patents are granted, effective enforcement in foreign countries may not be available. Moreover, we have registered our trademarks and domain names that we currently use in certain countries, but we may not be able to register them in other territories in which we may operate now or in the future. Further, we may be unable to prevent competitors from acquiring trademarks or domain names that are similar to or diminish the value of our intellectual property.

Our trade secrets, know-how and other unregistered proprietary rights are a key aspect of our intellectual property portfolio. While we take reasonable steps to protect our trade secrets and confidential information and enter into confidentiality and invention assignment agreements intended to protect such rights, such agreements can be difficult and costly to enforce or may not provide adequate remedies if violated, and we may not have entered into such agreements with all relevant parties. Such agreements may be breached and trade secrets or confidential information may be willfully or unintentionally disclosed, including by employees who may leave our company and join our competitors, or our competitors or other parties may learn of the information in some other way. The disclosure to, or independent development by, a competitor of any of our trade secrets, know-how or other technology not protected by a patent or other intellectual property system could materially reduce or eliminate any competitive advantage that we may have over such competitor.

If our patents and other intellectual property do not adequately protect our technology, our competitors may be able to offer products similar to ours. Our competitors may also be able to develop similar technology independently or design around our patents and other intellectual property, by copying or reverse-engineering our applications or other technology offerings, or through other means. Any of the foregoing events would lead to increased competition and reduce our revenue or gross margin, which would adversely affect our operating results.

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Third parties may claim that our solutions or services infringe or otherwise violate their proprietary rights, which claims and any related litigation may adversely affect our business, financial condition and results of operations.

Intellectual property disputes and litigation, regardless of merit, can be costly and disruptive to our business operations by diverting attention and energies of management and key technical personnel and by increasing our costs of doing business. Any of the foregoing could adversely affect our business and financial condition and we may be unsuccessful in defending such disputes or litigation, which may require us to pay substantial damages or be subject to an injunction. Moreover, as part of any settlement or other compromise to avoid complex, protracted litigation, we may agree not to pursue future claims against a third party, including for claims related to alleged infringement of the third party’s or our intellectual property rights. Part of any settlement or other compromise with another party may resolve a potentially costly dispute but may also have future repercussions on our ability to defend and protect our intellectual property rights, which in turn could adversely affect our business.

Disruption or failure of our networks, systems or technology as a result of computer viruses or malicious code, cyber-attacks, misappropriation of data or other malfeasance or cybersecurity incidents, as well as outages, natural disasters, terrorist attacks, accidental releases of information or similar events could disrupt our business or result in the loss of critical and confidential information.

We, our suppliers and our customers utilize information technology, or IT, systems and networks to process, transmit and store electronic information in connection with our business activities. As use of digital technologies has increased, cyber incidents, including third parties gaining access to employee accounts using stolen or inferred credentials, computer malware, viruses, spamming, phishing attacks or other means, and deliberate attacks and attempts to gain unauthorized access to computer systems and networks, have increased in frequency and sophistication. These threats pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data. There can be no assurance that we will be successful in preventing cyber-attacks or successfully mitigating their effects. Like other companies, we have on occasion experienced, and will continue to experience, threats to our data and systems, including malicious codes and viruses, phishing, business email compromise attacks or other cyber-attacks. Any cyber-attack, data breach or destruction or loss of data could result in a violation of applicable U.S. and international privacy, data protection and other laws and subject us to litigation and governmental investigations and proceedings by federal, state and local regulatory entities in the United States and by international regulatory entities, resulting in exposure to material civil and/or criminal liability. Further, our general liability insurance and corporate risk management program may not cover all potential claims to which we are exposed and may not be adequate to indemnify us for all liability that may be imposed, which could have a material adverse effect on our business and prospects. In addition, we may suffer reputational harm or face litigation or adverse regulatory action as a result of cyber-attacks or other data security breaches and may incur significant additional expense to implement further data protection measures.

If we cannot cost-effectively develop proprietary technology, content, branding or business methods, or license them on favorable terms, we may be unable to compete effectively or to operate our business in certain jurisdictions.

Our revenue is derived from the sale of AI-enabled robotics and automation solutions and services. We have encountered and will continue to encounter challenges experienced by growing companies in a market subject to rapid innovation and technological change. While we intend to invest substantial resources to remain on the forefront of technological development, continuing advances in intelligent automation technology, changes in customer requirements and preferences and the emergence of new standards, regulations and certifications could adversely affect adoption of our solutions either generally or for particular applications. Our ability to compete in the intelligent automation market depends, in large part, on our success in developing and introducing new systems and technology, in improving our existing solutions and technology and qualifying new materials which our systems can support. We believe that we must continuously enhance and expand the functionality and features of our solutions and technologies in order to remain competitive. However, we may not be able to:

•        develop cost-effective new solutions and technologies that address the increasingly complex needs of prospective customers in a cost-effective manner or at all;

•        enhance our existing solutions and technologies;

•        respond to technological advances and emerging industry standards and certifications on a cost-effective and timely basis;

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•        adequately protect our intellectual property as we develop new solutions and technologies;

•        identify the appropriate technology or product to which to devote our resources; or

•        ensure the availability of cash resources to fund research and development.

Even if we successfully introduce new AI-enabled robotics and automation solutions and enhance our existing solutions and technologies, it is possible that these will eventually supplant our existing solutions or that our competitors will develop new solutions and technologies that will replace our own. As a result, any of our solutions may be rendered obsolete or uneconomical by our or our competitors’ technological advances, leading to a loss in market share, decline in revenue and adverse effects to our business and prospects.

Our AI software platformcontains third-party open-source software components, and failure to comply with the terms of the underlying open-source software licenses could restrict our ability to sell our solutions or give rise to disclosure obligations of proprietary software.

Our AI software platform contains components that are licensed under so-called “open source,” “free” or other similar licenses. Open source software is made available to the general public on an “as-is” basis under the terms of a non-negotiable license. Certain open source licenses may give rise to obligations to disclose or license our source code or other intellectual property rights if such open source software is integrated with our proprietary software in certain ways. We currently combine our proprietary software with open source software, but not in a manner that we believe requires the release of the source code of our proprietary software to the public. If we combine our proprietary software with open source software in a certain manner in the future, we could, under certain open source licenses, be required to release to the public or remove the source code of our proprietary software. Open source licensors also generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. We may also face claims alleging noncompliance with open source license terms or infringement or misappropriation of proprietary software. These claims could result in litigation, require us to purchase a costly license or require us to remove the software. In addition, if the license terms for open source software that we use change, we may be forced to re-engineer our solutions, incur additional costs or discontinue the sale of certain offerings if re-engineering could not be accomplished in a timely manner. Although we monitor our use of open source software to avoid subjecting our offerings to unintended conditions, there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to commercialize our offerings. We cannot guarantee that we have incorporated open source software in our software in a manner that will not subject us to liability or in a manner that is consistent with our current policies and procedures.

We employ third-party licensed software for use in or with our software and to develop and maintain our software, and the inability to maintain these licenses, failure to comply with the terms of these licenses or errors in the software we license could result in increased costs, or reduced service levels, which would adversely affect our business.

Our software incorporates, and the development and maintenance of our software uses, certain third-party software obtained under licenses from other companies. We anticipate that we will continue to rely on such third-party software in the future. Although we believe that there are commercially reasonable alternatives to the third-party software we currently license, this may not always be the case, or it may be difficult or costly to migrate to other third-party software. Our use of additional or alternative third-party software would require us to enter into license agreements with third parties. In addition, integration of our software, including the third-party software used in our software with new third-party software may require significant work and require substantial investment of our time and resources. Also, any undetected errors or defects in third-party software could prevent the deployment or impair the functionality of our software, delay new updates or enhancements to our platform, result in a failure of our platform, present security risks and injure our reputation.

Litigation or investigations involving us could result in material settlements, fines or penalties and may adversely affect our business, financial condition and results of operations.

We could be subject to investigations and litigation in the future. While we intend to mount vigorous defenses to any future lawsuits that may be brought against us by any third party, we can provide no assurance as to the outcome of any such disputes, and any such actions may result in judgments against us for significant damages. Resolution of any such matters can be prolonged and costly, and the ultimate results or judgments are uncertain due to the inherent

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uncertainty in litigation and other proceedings. In addition, the robotics and AI automation industry has been, and may continue to be, litigious, particularly with respect to intellectual property claims. Moreover, our potential liabilities are subject to change over time due to new developments, changes in settlement strategy or the impact of evidentiary requirements. Regardless of the outcome, future litigation may result in significant legal expenses and require significant attention and resources of management. As a result, any litigation that may be brought against us by any third party could result in losses, damages and expenses that have a significant adverse effect on our financial condition.

Our limited operating history and rapid recent growth make it difficult to evaluate our prospects and may increase the risk of any investment in our company.

We were founded in 2013, and much of our growth has occurred in recent periods. Our limited operating history may make it difficult for you to evaluate our current business and our prospects, as we continue to grow our business. Our ability to forecast our future operating results is subject to a number of uncertainties, including our ability to plan for and model future growth and expansion into new jurisdictions. We have encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly evolving industries, as we continue to grow our business. If our assumptions regarding these uncertainties, which we use to plan our business, are incorrect or change in reaction to changes in our markets, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations, our business could suffer and the trading price of our stock may decline.

It is difficult to predict our future revenues and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business. If actual results differ from our estimates or we adjust our estimates in future periods, our operating results and financial position could be materially affected. The projected financial information appearing elsewhere in this proxy statement/prospectus has been prepared by our management and reflects current estimates of future performance. The projected results depend on the successful implementation of our management’s growth strategies and are based on assumptions and events over which we have only partial or no control. The assumptions underlying such projected information require the exercise of judgment and may not occur, and the projections are subject to uncertainty due to the effects of economic, business, competitive, regulatory, legislative, political and other changes.

If demand for our solutions does not grow as we expect, or if market adoption of AI-enabled robotics and automation solutions does not continue to develop, or develops more slowly than we expect, our future revenues may stagnate or decline, and our business may be adversely affected.

The AI-enabled robotics and automation market is rapidly growing and developing. We may not be able to develop effective strategies to raise awareness among potential customers of the benefits of AI-enabled robotics and automation or our solutions may not address the specific needs or provide the level of functionality required by potential customers to encourage the continuation of this shift towards AI-enabled robotics and automation. If AI-enabled robotics and automation technology does not continue to gain broader market acceptance as an alternative to conventional manual operations, or if the marketplace adopts AI-enabled robotics and automation technologies that differ from our technologies, we may not be able to increase or sustain the level of sales of our solutions or retain existing customers or attract new customers, and our operating results would be adversely affected as a result.

Our solutions have a limited operating history, and any defects in our solutions may give rise to warranty or other claims that could result in material expenses, diversion of management time and attention and damage to our reputation.

Our AI-enabled robotics and automation solutions (and underlying product modules and related components) are complex and may contain undetected defects or errors when first introduced, during operation, or as enhancements are released that, despite testing, are not discovered until after a system has been used for a certain period of time or under certain conditions. This could result in delayed market acceptance of our solutions or claims from resellers, customers or others, which may result in litigation, increased end-user warranty, support and repair or replacement costs, damage to our reputation and business, or significant costs and diversion of support and engineering personnel to correct the defect or error. We may from time to time become subject to warranty or product liability claims related to product quality issues that could lead us to incur significant expenses.

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We attempt to include provisions in our agreements with customers that are designed to limit our exposure to potential liability for damages arising from defects or errors in our solutions. However, it is possible that these limitations may not be effective as a result of unfavorable judicial decisions or laws or regulations enacted in the future.

The sale and support of our solutions entails the risk of product liability claims. Any product liability claim brought against us, regardless of its merit, could result in material expense, diversion of management time and attention, damage to our business and reputation and brand, and cause us to fail to retain existing customers or to fail to attract new customers.

If we fail to grow our business as we expect, our revenue, gross margin and operating margin will be adversely affected. If we grow our business as we expect but fail to effectively manage our growth, our business may be harmed, and our results of operation may be adversely impacted.

Over the past several years, we have experienced rapid growth, and we are attempting to continue to grow our business substantially. To this end, we have made, and expect to continue to make, significant investments in our business, including investments in our technology development, operations infrastructure and marketing and sales efforts. These investments include dedicated facilities expansion and increased staffing. If our business does not generate the level of revenue required to support our investment, our future revenues and profitability, if any, will be adversely affected.

Our ability to effectively manage our anticipated growth and expansion of our operations will also require us to enhance our operational, financial and management controls and infrastructure, human resources policies and reporting systems. These enhancements and improvements will require significant capital expenditures, investments in additional headcount and other operating expenditures and allocation of valuable management and employee resources. Our future financial performance and our ability to execute on our business plan will depend, in part, on our ability to effectively manage any future growth and expansion. There are no guarantees we will be able to do so in an efficient or timely manner, or at all.

We may require additional capital to support business growth, and this capital may not be available on acceptable terms, if at all.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges and opportunities, including the need to develop new features or enhance our solutions, improve our operating infrastructure or acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds if our existing sources of cash and any funds generated from operations do not provide us with sufficient capital. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing that we may secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges and opportunities could be significantly impaired, and our business may be adversely affected.

As part of our growth strategy, we expect to acquire or make investments in other businesses, patents, technologies, products or services. Our failure to do so successfully could disrupt our business and have an adverse impact on our financial condition.

We have no experience acquiring businesses and third-party technologies or products but expect to do so in the future. To the extent we seek to grow our business through acquisitions, we may not be able to successfully identify attractive acquisition opportunities or consummate any such acquisitions if we cannot reach an agreement on commercially favorable terms, if we lack sufficient resources to finance the transaction on our own and cannot obtain financing at a reasonable cost or if regulatory authorities prevent such transaction from being consummated. In

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addition, competition for acquisitions in the markets in which we operate during recent years has increased, and may continue to increase, which may result in an increase in the costs of acquisitions or cause us to refrain from making certain acquisitions. We may not be able to complete future acquisitions on favorable terms, if at all.

If we do complete future acquisitions, we cannot assure you that they will ultimately strengthen our competitive position or that they will be viewed positively by customers, financial markets or investors. Furthermore, future acquisitions could pose numerous additional risks to our operations, including:

•        diversion of management’s attention from their day-to-day responsibilities;

•        unanticipated or significant costs or liabilities associated with the acquisition;

•        incurrence of acquisition-related costs, which would be recognized as a current period expense;

•        problems integrating the purchased business, products or technologies;

•        challenges in achieving strategic objectives, cost savings and other anticipated benefits;

•        inability to maintain relationships with key customers, suppliers, vendors and other third parties on which the purchased business relies;

•        the difficulty of incorporating acquired technology and rights into our platform and of maintaining quality and security standards consistent with our brand;

•        difficulty in maintaining controls (financial or otherwise), procedures and policies during the transition and integration;

•        material changes to our business or product offerings resulting from regulatory compliance;

•        challenges in integrating the new workforce and the potential loss of key employees, particularly those of the acquired business; and

•        use of substantial portions of our available cash or the incurrence of debt to consummate the acquisition.

If we proceed with a particular acquisition, we may have to use cash, issue new equity securities with dilutive effects on existing shareholders, incur indebtedness, assume contingent liabilities or amortize assets or expenses in a manner that might have a material adverse effect on our financial condition and results of operations. Aversion to any such acquisition from existing shareholders could adversely affect our stock price. Acquisitions will also require us to record certain acquisition-related costs and other items as current period expenses, which would have the effect of reducing our reported earnings in the period in which an acquisition is consummated. In addition, we could also face unknown liabilities or write-offs due to our acquisitions, which could result in a significant charge to our earnings in the period in which they occur. We will also be required to record goodwill or other long-lived asset impairment charges (if any) in the periods in which they occur, which could result in a significant charge to our earnings in any such period.

Achieving the expected returns and synergies from future acquisitions will depend, in part, upon our ability to integrate the products and services, technology, administrative functions and personnel of these businesses into our product lines in an efficient and effective manner. We cannot assure you that we will be able to do so, that our acquired businesses will perform at levels and on the timelines anticipated by our management or that we will be able to obtain these synergies in the future. In addition, acquired technologies and intellectual property may be rendered obsolete or uneconomical by our own or our competitors’ technological advances. Management resources may also be diverted from operating our existing businesses to certain acquisition integration challenges. If we are unable to successfully integrate acquired businesses, our anticipated revenues and profits may be lower. Our profit margins may also be lower, or diluted, following the acquisition of companies whose profit margins are less than those of our existing businesses.

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The competition for qualified personnel is particularly intense in our industry. In addition, we have added or made changes to executive personnel during 2020 and may continue to do so as our needs evolve. If we are unable to retain or hire executive and other key personnel, we may not be able to sustain or grow our business.

Our ability to operate successfully and manage our potential future growth depends significantly upon our ability to attract, retain and motivate highly skilled and qualified technical, sales, marketing, managerial, legal and financial personnel. We have hired, and expect to continue to hire, a substantial number of employees in these areas and others in order to support commercialization and the expected growth in our global business. However, we face intense competition for qualified personnel, and we may not be able to attract, retain and motivate these individuals. We compete for talent with numerous companies, as well as research organizations. Our future success also depends on the personal efforts and abilities of the principal members of our senior management and technical staff to provide strategic direction, management of our operations and maintenance of a cohesive and stable working environment. Although we have employment and incentive compensation agreements with our executive officers and incentive and compensation plans for our other personnel providing them with various economic incentives to remain employed with us, these incentives may not be sufficient to retain them. The loss of key personnel for any reason or our inability to hire, retain and motivate additional qualified personnel in the future could prevent us from sustaining or growing our business.

Our decision to expand existing solutions offerings into new markets or to launch new solutions may consume significant financial and other resources and may not achieve the desired results.

We expect to expand existing solutions offerings into new markets and to launch new solutions in the future. We may not be able to do so at prices that are attractive to our customers, and our costs to develop new solutions may be significant. It may take longer than we might expect for a solution, even if ultimately successful, to achieve attractive sales results. Failure to successfully develop or market new or expanded solutions or delays in the development of new or expanded solutions could have a material adverse effect on our financial condition, results of operations and business.

Our management team will have broad discretion in making strategic decisions to execute their growth plans, and there can be no assurance that our management’s decisions will result in successful achievement of our business objectives or will not have unintended consequences that negatively impact our growth prospects.

Our management will have broad discretion in making strategic decisions to execute their growth plans and may devote time and company resources to new or expanded solution offerings, potential acquisitions, prospective customers or other initiatives that do not necessarily improve our operating results or contribute to our growth. Management’s failure to make strategic decisions that are ultimately accretive to our growth may result in unfavorable returns and uncertainty about our prospects, each of which could cause the price of our common stock to decline.

We have a broad range of competitors, including automation and robotics suppliers, more diversified technology providers and providers of alternative products, which could adversely impact the price of our solutions and our ability to increase our market share.

The robotics and AI automation industry in which we operate is fragmented and competitive. We compete for customers with a wide variety of producers of robotics and automation systems, as well as with providers of components, materials and services for this equipment. Some of our existing and potential competitors are researching, designing, developing and marketing other types of products and services that may render our existing or future solutions obsolete, uneconomical or less competitive. Existing and potential competitors may also have substantially greater financial, technical, marketing and sales, manufacturing, distribution and other resources than us, including name recognition, as well as experience and expertise in intellectual property rights and operating within certain international markets, any of which may enable them to compete effectively against us.

We intend to continue to follow a strategy of continuing product development and distribution network expansion to enhance our competitive position to the extent practicable. But we cannot assure you that we will be able to maintain our current position or continue to compete successfully against current and future sources of competition. If we do not keep pace with technological change and introduce new solutions and technologies, demand for our solutions may decline, and our operating results may suffer.

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Our failure to meet our customers’ price expectations or declines in the prices of our solutions and services or in our sales volume would adversely affect our business and results of operations.

Demand for our AI-enabled robotics and automation solutions is sensitive to price. We believe our competitive pricing has been an important factor in our results to date. Therefore, changes in our pricing strategies can have a significant impact on our business and ability to generate revenue. Many factors, including our production and personnel costs and our competitors’ pricing and marketing strategies, can significantly impact our pricing strategies. If we fail to meet our customers’ price expectations in any given period, demand for our solutions could be negatively impacted and our business and results of operations could suffer.

We use, and plan to continue using, different pricing models for different solutions. For example, we offer our customers a robotics-as-a-service (“RaaS”) pricing model whereby we own and maintain systems physically located at our customer’s facility and our customer pays a subscription fee for the use of the system. Such pricing models are still relatively new to some of our customers and may not be attractive to them, especially in regions where they are less common. The RaaS pricing model requires us to fund the capital needed to manufacture systems and, therefore, substantial capital may be needed if our customers increase the use of the RaaS pricing model. Such capital may not be available under favorable terms, or at all, which could in turn harm our ability to grow our revenue. If customers resist such pricing models, our revenue may be adversely affected and we may need to restructure the way in which we charge customers for our solutions.

We may undergo an ownership change for U.S. federal income tax purposes, which would limit our ability to utilize net operating losses from prior tax years.

For U.S. federal income tax purposes, we have incurred net losses since our inception. If we undergo an ownership change for U.S. federal income tax purposes, our ability to utilize net operating loss carry-forwards from prior years to reduce taxable income in future tax years might be limited by operation of the Internal Revenue Code, either by limiting the amount of net operating losses that can be utilized to offset taxable income in a given year, or in total over the entire carry-forward period. Certain changes in the ownership of our common stock may result in an ownership change sufficient to limit the availability of our net operating losses.

Risks Related to the Business Combination and RAAC

Unless the context otherwise requires, all references in this “— Risks Related to the Business Combination and RAAC” section to “we,” “us,” or “our” refer to RAAC.

RAAC Stockholders will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.

Upon the issuance of the shares to Berkshire Grey’s stockholders, current RAAC Stockholders’ percentage ownership will be diluted. Because of this, current RAAC Stockholders, as a group, will have less influence on the board of directors, management and policies of New Berkshire Grey than they now have on the board of directors, management and policies of RAAC. The market price of shares of New Berkshire Grey Common Stock after the Business Combination may be affected by factors different from those currently affecting the prices of shares of RAAC Common Stock before the Business Combination.

Upon completion of the Business Combination (and following the BG Preferred Conversion), holders of shares of Berkshire Grey Common Stock will become holders of shares of New Berkshire Grey Common Stock. Prior to the Business Combination, RAAC has had limited operations. Upon completion of the Business Combination, New Berkshire Grey’s results of operations will depend upon the performance of Berkshire Grey’s businesses, which are affected by factors that are different from those currently affecting the results of operations of RAAC.

Following the consummation of the Business Combination, our only significant asset will be ownership of 100% of the Surviving Corporation’s equity interests, and we do not currently intend to pay dividends on New Berkshire Grey Common Stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of New Berkshire Grey Common Stock.

Following the consummation of the Business Combination, we will have no direct operations and no significant assets other than the ownership of 100% of the Surviving Corporation’s equity interests. We will depend on Berkshire Grey for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including

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our expenses as a publicly traded company, and to pay any dividends with respect to New Berkshire Grey Common Stock. Applicable state law and contractual restrictions, as well as the financial condition and operating requirements of Berkshire Grey, may limit our ability to obtain cash from Berkshire Grey. Thus, we do not expect to pay cash dividends on New Berkshire Grey Common Stock. Any future dividend payments are within the absolute discretion of our board of directors and will depend on, among other things, our results of operations, working capital requirements, capital expenditure requirements, financial condition, level of indebtedness, contractual restrictions with respect to payment of dividends, business opportunities, anticipated cash needs, provisions of applicable law and other factors that our board of directors may deem relevant. In addition, in the event that the board of directors and stockholders of the Surviving Corporation were to approve a sale of all of our direct and indirect interests in Berkshire Grey, your equity interest would be in a holding company with no material assets other than those assets and other consideration received in such transaction.

RAAC has not obtained an opinion from an independent investment banking firm or from an independent accounting firm regarding fairness. Consequently, you may have no assurance from an independent source that the price we are paying for the business of Berkshire Grey is fair from a financial point of view.

RAAC has not obtained an opinion that the price we are paying is fair from a financial point of view. Our stockholders will be relying on the judgment of the RAAC Board, who have determined fair market value based on standards generally accepted by the financial community.

Since the Sponsor and RAAC’s directors and executive officers have interests that are different, or in addition to (and which may conflict with), the interests of our stockholders, a conflict of interest may have existed in determining whether the business combination with Berkshire Grey is appropriate as the Business Combination.

When you consider the recommendation of the RAAC Board in favor of the Business Combination Proposal, you should keep in mind that the Sponsor and RAAC’s directors and officers have interests in such proposal that are different from, or in addition to, those of the RAAC Stockholders and warrant holders generally. These interests include those discussed in “The Business Combination — Interests of RAAC Directors and Officers in the Business Combination” beginning on page 169 on this proxy statement/prospectus.

The existence of financial and personal interests of one or more of RAAC’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of RAAC and its stockholders and what he, she or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals.

The personal and financial interests of the Sponsor as well as RAAC’s directors and officers may have influenced their motivation in identifying and selecting Berkshire Grey as a business combination target, completing a Business Combination with Berkshire Grey and influencing the operation of the business following the Business Combination. In considering the recommendations of the RAAC Board to vote for the proposals, its stockholders should consider these interests.

The Sponsor, and RAAC’s directors and an advisor of the Sponsor have agreed to vote in favor of the Business Combination, regardless of how our public stockholders vote.

Unlike many other blank check companies in which the sponsor, officers and directors agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, RAAC’s Sponsor, officers and directors have agreed to vote their respective shares of RAAC Common Stock, including any public shares purchased during or after RAAC’s IPO (including in open market and privately negotiated transactions), in favor of the Business Combination and the other RAAC proposals. As of the record date, Sponsor, and RAAC officers and directors beneficially own an aggregate of approximately 25% of the outstanding shares of RAAC Common Stock. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if such persons agreed to vote their shares of RAAC Common Stock in accordance with the majority of the votes cast by the public stockholders.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

Before the transactions contemplated by the Merger Agreement can be completed, approval must be obtained under the HSR Act. Additionally, the completion of the Business Combination is conditioned on the absence of certain orders, injunctions or decrees by any court or regulatory authority of competent jurisdiction that would prohibit or make illegal

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the completion of the Business Combination. There can be no assurances as to the absence of litigation challenging approval under the antitrust laws. See “Regulatory Approvals Required for the Merger” beginning on page 172 of this proxy statement/prospectus.

There can be no assurance that New Berkshire Grey Common Stock will be approved for listing on Nasdaq or that New Berkshire Grey will be able to comply with the continued listing standards of Nasdaq.

In connection with the closing of the Business Combination, we intend to list New Berkshire Grey Common Stock on Nasdaq under the symbol “BGRY”. New Berkshire Grey’s continued eligibility for listing may depend on the number of RAAC’s shares that are redeemed. If, after the Business Combination, Nasdaq delists New Berkshire Grey’s shares from trading on its exchange for failure to meet the listing standards, New Berkshire Grey and its stockholders could face significant material adverse consequences including:

•        a limited availability of market quotations for New Berkshire Grey’s securities;

•        a determination that New Berkshire Grey Common Stock is a “penny stock” which will require brokers trading in New Berkshire Grey Common Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of New Berkshire Grey Common Stock;

•        a limited amount of analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Merger Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

The Merger Agreement is subject to a number of conditions which must be fulfilled in order to complete the Business Combination. Those conditions include: approval of the Merger Agreement by the Berkshire Grey stockholders, approval of each of the proposals required to effect the Business Combination by RAAC Stockholders, as well as receipt of certain requisite regulatory approvals, absence of orders prohibiting completion of the Business Combination, effectiveness of the registration statement of which this proxy statement/prospectus is a part, approval of the shares of Berkshire Grey Common Stock to be issued to Berkshire Grey stockholders for listing on Nasdaq, meeting the minimum cash condition, the accuracy of the representations and warranties by both parties (subject to the materiality standards set forth in the Merger Agreement) and the performance by both parties of their covenants and agreements. These conditions to the closing of the Business Combination may not be fulfilled in a timely manner or at all, and, accordingly, the Business Combination may not be completed. In addition, the parties can mutually decide to terminate the merger agreement at any time, before or after stockholder approval, or RAAC or Berkshire Grey may elect to terminate the Merger Agreement in certain other circumstances.

Termination of the Merger Agreement could negatively impact RAAC.

If the Business Combination is not completed for any reason, including as a result of RAAC Stockholders declining to approve the proposals required to effect the Business Combination, the ongoing business of RAAC may be adversely impacted and, without realizing any of the anticipated benefits of completing the Business Combination, RAAC would be subject to a number of risks, including the following:

•        RAAC may experience negative reactions from the financial markets, including negative impacts on its stock price (including to the extent that the current market price reflects a market assumption that the Business Combination will be completed);

•        RAAC will have incurred substantial expenses and will be required to pay certain costs relating to the Business Combination, whether or not the merger is completed; and

•        since the Merger Agreement restricts the conduct of RAAC’s businesses prior to completion of the Business Combination, RAAC may not have been able to take certain actions during the pendency of the Business Combination that would have benefitted it as an independent company, and the opportunity to take such actions may no longer be available.

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Berkshire Grey will be subject to business uncertainties and contractual restrictions while the Business Combination is pending.

Uncertainty about the effect of the Business Combination on employees and vendors may have an adverse effect on Berkshire Grey and consequently on RAAC. These uncertainties may impair Berkshire Grey’s ability to attract, retain and motivate key personnel until the Business Combination is completed, and could cause vendors and others that deal with Berkshire Grey to seek to change existing business relationships with Berkshire Grey. Retention of certain employees may be challenging during the pendency of the Business Combination, as certain employees may experience uncertainty about their future roles. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the business, Berkshire Grey’s business following the Business Combination could be negatively impacted. In addition, the Merger Agreement restricts Berkshire Grey from making certain expenditures and taking other specified actions without the consent of RAAC until the Business Combination occurs. These restrictions may prevent the Berkshire Grey from pursuing attractive business opportunities that may arise prior to the completion of the Business Combination. See “Other Agreements” beginning on page 190 of this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is preliminary, and the actual financial condition and results of operations after the Business Combination may differ materially.

The unaudited pro forma financial information included in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what New Berkshire Grey’s actual financial position or results of operations would have been had the Business Combination been completed on the date(s) indicated. The preparation of the pro forma financial information is based upon available information and certain assumptions and estimates that RAAC and Berkshire Grey currently believe are reasonable. The unaudited pro forma financial information reflects adjustments, which are based upon preliminary estimates, among other things, to allocate the purchase price to Berkshire Grey’s net assets. The purchase price allocation reflected in this proxy statement/prospectus is preliminary, and the final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Berkshire Grey as of the date of the completion of the Business Combination. In addition, following the completion of the Business Combination, there may be further refinements of the purchase price allocation as additional information becomes available. Accordingly, the final purchase accounting adjustments may differ materially from the pro forma adjustments reflected in this proxy statement/prospectus. See “Selected Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 26 of this proxy statement/prospectus.

RAAC and Berkshire Grey will incur transaction costs in connection with the Business Combination.

Each of RAAC and Berkshire Grey has incurred and expects that it will incur significant, non-recurring costs in connection with consummating the Business Combination. Berkshire Grey may also incur additional costs to retain key employees. RAAC and Berkshire Grey will also incur significant legal, financial advisor, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the Business Combination. Some of these costs are payable regardless of whether the Business Combination is completed. See “The Business Combination” beginning on page 156 of this proxy statement/prospectus.

The Sponsor may elect to purchase shares or warrants from public stockholders, which may influence a vote on a proposed Business Combination and reduce the public “float” of our securities.

At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, Berkshire Grey or their respective directors, officers, advisors or any of their respective affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Business Combination or not redeem their public shares. However, the Sponsor, Berkshire Grey or their respective directors, officers, advisors and all of their respective affiliates are under no obligation or duty to do so and they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. The purpose of such purchases could be to vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination or to satisfy a closing condition in the Merger Agreement that requires RAAC to have a minimum net worth or a certain amount of cash at the closing of the Business Combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public

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warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with the Business Combination. This may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Subsequent to our completion of the Business Combination, we may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.

We cannot assure you that the due diligence conducted in relation to Berkshire Grey has identified all material issues that may be present with Berkshire Grey or that factors outside of Berkshire Grey and outside of our control will not later arise. As a result of these factors, we may be forced to later write down or write off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject by virtue of our obtaining post-Business Combination debt financing. Accordingly, any stockholder or warrant holder who chooses to remain a stockholder or warrant holder, respectively, following the Business Combination could suffer a reduction in the value of their securities. Such stockholders and warrant holders are unlikely to have a remedy for such reduction in value.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share.

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon the exercise of a redemption right in connection with the Business Combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per public share initially held in the Trust Account, due to claims of such creditors.

The Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the Trust Account as

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of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriter of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of our company. The Sponsor may not have sufficient funds available to satisfy those obligations. We have not asked the Sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Business Combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete the Business Combination, and you would receive such lesser amount per share in connection with any redemption of your public shares.

If, after we distribute the proceeds in the Trust Account to our public stockholders, RAAC files a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

If, after we distribute the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith by paying public stockholders from the Trust Account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages.

If, before distributing the proceeds in the Trust Account to our public stockholders, RAAC files a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our public stockholders in connection with our liquidation would be reduced.

We are not registering the shares of New Berkshire Grey Common Stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

We are not registering the shares of New Berkshire Grey Common Stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the Warrant Agreement entered into at the time of RAAC’s IPO, we have agreed that, as soon as practicable, but in no event later than 15 business days after the closing of the Business Combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of New Berkshire Grey Common Stock until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, we will be required to permit

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holders to exercise their warrants on a cashless basis, in which case, the number of shares of New Berkshire Grey Common Stock that you will receive upon cashless exercise will be based on a formula subject to a maximum amount of shares equal to 0.361shares of Berkshire Grey Common Stock per warrant (subject to adjustment). However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our shares of New Berkshire Grey Common Stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of New Berkshire Grey Common Stock included in the units. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the public warrants included as part of units sold in this offering. In such an instance, the Sponsor and its permitted transferees would be able to exercise their warrants and sell the shares of New Berkshire Grey Common Stock underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying shares of New Berkshire Grey Common Stock. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying shares of Berkshire Grey Common Stock for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants.

Past performance by RAAC or the Sponsor or management team and their respective affiliates may not be indicative of future performance of an investment in Berkshire Grey or New Berkshire Grey.

Past performance by RAAC, its management team or the Sponsor and their respective affiliates is not a guarantee of success with respect to the Business Combination. You should not rely on the historical record of RAAC, its management team or the Sponsor or their respective affiliates or any related investment’s performance as indicative of our future performance of an investment in Berkshire Grey or New Berkshire Grey, or the returns Berkshire Grey or New Berkshire Grey will, or are likely to, generate going forward.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if, among other things, the Reference Value equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants as described above could force you to: (1) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (2) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (3) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by the Sponsor or its permitted transferees.

In addition, we have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the Reference Value equals or exceeds

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$10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant). In such a case, the holders will be able to exercise their warrants prior to redemption for a number of shares of New Berkshire Grey Common Stock determined based on the redemption date and the fair market value of our New Berkshire Grey Common Stock. Any such redemption may have similar consequences to a cash redemption described above. In addition, such redemption may occur at a time when the warrants are “out-of-the-money,” in which case you would lose any potential embedded value from a subsequent increase in the value of the New Berkshire Grey Common Stock had your warrants remained outstanding. The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of shares of New Berkshire Grey Class A Common Stock received is capped at 0.361shares of New Berkshire Grey Common Stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

RAAC’s and Berkshire Grey’s ability to consummate the Business Combination, and the operations of New Berkshire Grey following the Business Combination, may be materially adversely affected by the COVID-19 pandemic.

The COVID-19 pandemic has resulted, and other infectious diseases could result, in a widespread health crisis that has affected and could continue to adversely affect the economies and financial markets worldwide, which may delay or prevent the consummation of the Business Combination, and the business of Berkshire Grey or New Berkshire Grey following the Business Combination could be materially and adversely affected. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

The parties will be required to consummate the Business Combination even if Berkshire Grey, its business, financial condition and results of operations are materially affected by COVID-19. The disruptions posed by COVID-19 have continued, and other matters of global concern may continue, for an extensive period of time, and if Berkshire Grey is unable to recover from business disruptions due to COVID-19 or other matters of global concern on a timely basis, Berkshire Grey’s ability to consummate the Business Combination and New Berkshire Grey’s financial condition and results of operations following the Business Combination may be materially adversely affected. Each of Berkshire Grey and New Berkshire Grey may also incur additional costs due to delays caused by COVID-19, which could adversely affect New Berkshire Grey’s financial condition and results of operations.

Risks Relating to Ownership of New Berkshire Grey’s Common Stock Following the Business Combination

New Berkshire Grey’s common stock price may be volatile or may decline regardless of our operating performance and you may lose some or all of your investment.

The trading price of our common stock following the Business Combination is likely to be volatile and the stock market recently has experienced extreme volatility and may experience similar volatility moving forward. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. You may not be able to resell your shares at an attractive price due to a number of factors such as those listed in “— Risks Related to the Company’s Business and Industry” and the following:

•        the previous and continued impact of the COVID-19 pandemic on our financial condition and the results of operations;

•        our operating and financial performance and prospects;

•        our quarterly or annual earnings or those of other companies in our industry compared to market expectations;

•        conditions that impact demand for our solutions;

•        future announcements concerning our business, our clients’ businesses or our competitors’ businesses;

•        the public’s reaction to our press releases, other public announcements and filings with the SEC;

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•        the market’s reaction to our reduced disclosure and other requirements as a result of being an “emerging growth company” under the Jumpstart Our Business Startups Act (the “JOBS Act”);

•        the size of our public float;

•        coverage by or changes in financial estimates by securities analysts or failure to meet their expectations;

•        market and industry perception of our success, or lack thereof, in pursuing our growth strategy and the effects of such perception on our brand and reputation;

•        strategic actions by us or our competitors, such as acquisitions or restructurings;

•        changes in laws or regulations which adversely affect our industry or us;

•        changes in accounting standards, policies, guidance, interpretations or principles;

•        changes in senior management or key personnel;

•        issuances, exchanges or sales, or expected issuances, exchanges or sales of our capital stock;

•        adverse resolution of new or pending litigation against us; and

•        changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.

These broad market and industry factors may materially reduce the market price of our common stock, regardless of our operating performance. In addition, price volatility may be greater if the public float and trading volume of our common stock is low. As a result, you may suffer a loss on your investment following the Business Combination.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business, regardless of the outcome of such litigation.

We do not intend to pay dividends on our common stock for the foreseeable future.

We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. As a result, we do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our business prospects, results of operations, financial condition, cash requirements and availability, certain restrictions related to any future indebtedness, industry trends and other factors that our board of directors may deem relevant. Any such decision will also be subject to compliance with contractual restrictions and covenants in the agreements governing our future indebtedness. In addition, we may incur indebtedness, the terms of which may further restrict or prevent us from paying dividends on our common stock. As a result, you may have to sell some or all of your common stock after price appreciation in order to generate cash flow from your investment, which you may not be able to do. Our inability or decision not to pay dividends, particularly when others in our industry have elected to do so, could also adversely affect the market price of our common stock.

If securities analysts do not publish research or reports about us, or if they issue unfavorable commentary about us or our industry or downgrade our common stock, the price of our common stock could decline.

The trading market for our common stock will depend in part on the research and reports that third-party securities analysts publish about us and the industries in which we operate. We may be unable or slow to attract research coverage and if one or more analysts cease coverage of us, the price and trading volume of our securities would likely be negatively impacted. If any of the analysts that may cover us change their recommendation regarding our securities adversely, or provide more favorable relative recommendations about our competitors, the price of our securities would likely decline. If any analyst that may cover us ceases covering us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price or trading volume of our securities to decline. Moreover, if one or more of the analysts who cover us downgrades our common stock, or if our reporting results do not meet their expectations, the market price of our common stock could decline.

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Our issuance of additional shares of common stock or convertible securities could make it difficult for another company to acquire us, may dilute your ownership of us and could adversely affect our stock price.

In connection with the proposed Business Combination, we intend to file a registration statement with the SEC on Form S-8 providing for the registration of shares of our common stock issued or reserved for issuance under the Incentive Equity Plan. Subject to the satisfaction of vesting conditions and the expiration of lockup agreements, shares registered under the registration statement on Form S-8 will be available for resale immediately in the public market without restriction. From time to time in the future, we may also issue additional shares of our common stock or securities convertible into common stock pursuant to a variety of transactions, including acquisitions. The issuance by us of additional shares of our common stock or securities convertible into our common stock would dilute your ownership of us and the sale of a significant amount of such shares in the public market could adversely affect prevailing market prices of our common stock.

In the future, we may obtain financing or to further increase our capital resources by issuing additional shares of our capital stock or offering debt or other equity securities, including senior or subordinated notes, debt securities convertible into equity, or shares of preferred stock. Issuing additional shares of our capital stock, other equity securities, or securities convertible into equity may dilute the economic and voting rights of our existing stockholders, reduce the market price of our common stock, or both. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our common stock. Additionally, debt securities convertible into equity or preferred stock, if issued, may be given preferential rights or powers that could affect the rights and powers of our current stockholders. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing or nature of our future offerings. As a result, holders of our common stock bear the risk that our future offerings may reduce the market price of our common stock and dilute their percentage ownership. See “Description of New Company Capital Stock.”

Future sales, or the perception of future sales, of our common stock by us or our existing stockholders in the public market following the closing of the Business Combination could cause the market price for our common stock to decline.

The sale of shares of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Upon consummation of the Business Combination, we will have a total of 246,743,160shares of common stock outstanding, consisting of (i) 28,089,495shares issued to holders of shares of common stock of Berkshire Grey, (ii) 163,820,332shares issued to holders of shares of preferred stock of Berkshire Grey, (iii) 16,500,000shares issued pursuant to the Subscription Agreements, (iv) 28,750,000shares held by the RAAC Public Stockholders (assuming no redemptions by such public stockholders) and (v) 9,583,333shares held by the Sponsor and the Insiders. All shares issued as merger consideration in the Business Combination will be freely tradable without registration under the Securities Act and without restriction by persons other than our “affiliates” (as defined under Rule 144 of the Securities Act, referred to herein as “Rule 144”), including our directors, executive officers and other affiliates.

In connection with the Business Combination, pursuant to the A&R Registration Rights Agreement, certain of Berkshire Grey’s stockholders have agreed that they will not, during the period beginning at the effective time of the Business Combination and continuing to and including the date that is one hundred eighty (180) days after the date of effective time (the “Restricted Period”), directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of common stock, or any options or warrants to purchase any shares of common stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of common stock, or any interest in any of the foregoing (in each case, subject to certain exceptions set forth in the A&R Registration Rights Agreement). See “Other Agreements — Amended and Restated Registration Rights Agreement” beginning on page 190 of the accompanying proxy statement/prospectus.

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Upon the expiration or waiver of the lock-ups described above, shares held by certain of our stockholders will be eligible for resale, subject to, in the case of certain stockholders, volume, manner of sale and other limitations under Rule 144. In addition, pursuant to the A&R Registration Rights Agreement, certain stockholders will have the right, subject to certain conditions, to require us to register the sale of their shares of our common stock under the Securities Act. By exercising their registration rights and selling a large number of shares, these stockholders could cause the prevailing market price of our common stock to decline. Following completion of the Business Combination, the shares covered by registration rights would represent approximately 73% of our outstanding common stock. See “Other Agreements — Amended and Restated Registration Rights Agreement” for a description of these registration rights.

As restrictions on resale end or if these stockholders exercise their registration rights, the market price of shares of our common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of common stock or other securities.

In addition, the shares of our common stock reserved for future issuance under the Incentive Equity Plan will become eligible for sale in the public market once those shares are issued, subject to provisions relating to various vesting agreements, lock-up agreements and, in some cases, limitations on volume and manner of sale applicable to affiliates under Rule 144, as applicable. The number of shares to be reserved for future issuance under the Incentive Equity Plan is expected to equal the sum of (i) 5% of the total outstanding shares of common stock on a fully diluted basis immediately after the closing of the Business Combination, (ii) the number of shares available for future grants under our equity plans in effect prior to the Business Combination and (iii) any shares which are subject to awards under our equity plans in effect prior to the Business Combination that become available for grant under the share recycling provisions of the Incentive Equity Plan. In addition, the Incentive Equity Plan is expected to include an evergreen feature that will allow our board of directors, in its sole discretion, beginning January1, 2022 and each January 1 thereafter, to cumulatively increase the number of shares reserved and available for issuance under the Incentive Equity Plan, by the lesser of (A) 5% of the number of shares of common stock issued and outstanding on the final day of the immediately preceding calendar year and (B) such lower amount as determined in the discretion of our board of directors. We expect to file one or more registration statements on Form S-8 under the Securities Act to register shares of our common stock or securities convertible into or exchangeable for shares of our common stock issued pursuant to our equity plans. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market. The initial registration statement on Form S-8 is expected to cover approximately            million shares of our common stock.

We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our ordinary shares held by non-affiliates exceeds $700million as of the end of any second quarter of a fiscal year, in which case we would no longer be an emerging growth company as of the end of such fiscal year. We cannot predict whether investors will find our securities less

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attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250million as of the end of that year’s second fiscal quarter, or (2) our annual revenue equaled or exceeded $100million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equals or exceeds $700million as of the end of that year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Certain provisions, including anti-takeover provisions, in New Berkshire Greys governing documents and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.

The New Berkshire Grey Charter and Proposed Bylaws that will be in effect upon the consummation of the Business Consummation, and the DGCL, contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by New Berkshire Grey’s board of directors and therefore depress the market price of Berkshire Grey’s common stock. Among other things, the New Berkshire Grey Charter and Bylaws will include the following provisions:

•        a staggered board, which means that our board of directors is classified into three classes of directors with staggered three-year terms and directors may be removed from office (i) only for cause and (ii) only by the affirmative vote of the holders of not less than two thirds of the outstanding shares of capital stock then entitled to vote at an election of directors;

•        limitations regarding special stockholder meetings, including the requirement that a special meeting of stockholders may be called only by a majority of the entire New Berkshire Grey board of directors, which could delay the ability of stockholders to force consideration of a proposal or to action, including the removal of directors and the adoption of desired governance changes;

•        a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of stockholders and, therefore, could delay the ability of stockholders to force consideration of a stockholder proposal or to take action;

•        the authorization of undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders;

•        the ability of the New Berkshire Grey board of directors to amend its Bylaws, which may allow the New Berkshire Grey board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Bylaws to facilitate an unsolicited takeover attempt;

•        limitation of liability of, and the indemnification of, New Berkshire Grey’s directors and officers; and

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•        advance notice procedures, which apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the New Berkshire Grey board of directors or management.

Any provision of the New Berkshire Grey Charter and Bylaws or Delaware law that has the effect of delaying, preventing or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock.

New Berkshire Grey’s Proposed Bylaws will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or other employees.

The New Berkshire Grey Bylaws, which will be in effect upon the consummation of the Business Combination, will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery (the “Chancery Court”) of the State of Delaware shall be the sole and exclusive forum for state law claims for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employee of New Berkshire Grey to New Berkshire Grey or New Berkshire Grey’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or the New Berkshire Grey Charter or Proposed Bylaws, (iv) any action to interpret, apply, enforce or determine the validity of the New Berkshire Grey Charter or Proposed Bylaws, or (v) any action asserting a claim against New Berkshire Grey governed by the internal affairs doctrine. The foregoing provisions will not apply to any claims arising under the Exchange Act or the Securities Act and, unless we consent in writing to the selection of an alternative forum, the United States District Court for the District of Massachusetts will be the sole and exclusive forum for resolving any action asserting a claim arising under the Securities Act.

The choice of forum provision in the Proposed Bylaws may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with New Berkshire Grey or any of New Berkshire Grey’s directors, officers, or other employees, which may discourage such lawsuits with respect to such claims. There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’ organizational documents has been challenged in legal proceedings. It is possible that a court could find these types of provisions to be inapplicable or unenforceable, and if a court were to find the choice of forum provision contained in the New Berkshire Grey’s Bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm the New Berkshire Grey’s business, results of operations, and financial condition.

Additionally, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As noted above, the Proposed Bylaws will designate the United States District Court for the District of Massachusetts as the sole and exclusive forum for resolving any action asserting a claim arising under the Securities Act. Accordingly, there is uncertainty as to whether a court would enforce such provision, and we may incur additional costs associated with resolving such action in other jurisdictions, which could harm New Berkshire Grey’s business, results of operations, and financial condition. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

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Risks Relating to Redemption

There is no guarantee that a public stockholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put such stockholder in a better future economic position.

No assurance can be given as to the price at which a public stockholder may be able to sell the shares of New Berkshire Grey Common Stock in the future following the completion of the Business Combination. Certain events, including the Business Combination, may cause an increase in New Berkshire Grey’s stock price, and may result in a realization of a lower value now than a RAAC Stockholder might realize in the future had the stockholder not elected to redeem such stockholder’s public shares. Similarly, if one of the RAAC Public Stockholders does not redeem his, her or its shares, such stockholder will bear the risk of ownership of New Berkshire Grey Common Stock after the consummation of the Business Combination, and there can be no assurance that a stockholder can sell his, her or its shares of New Berkshire Grey Common Stock in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A public stockholder should consult his, her or its own tax and/or financial advisor for assistance on how this may affect its individual situation.

If RAAC public stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their public shares for a pro rata portion of the funds held in the Trust Account.

Regardless of whether they vote for or against the Business Combination Proposal or any other proposal described in this proxy statement/prospectus and whether they held RAAC Common Stock as of the RAAC record date or acquired them after the RAAC record date, holders of RAAC Public Shares may exercise their rights to redeem their public shares for a pro rata portion of the Trust Account. To exercise their redemption rights, holders are required to deliver their stock, either physically or electronically using the DWAC system, to RAAC’s transfer agent prior to the vote at the RAAC Special Meeting. If a holder properly seeks redemption as described in this proxy statement/prospectus and the merger with Berkshire Grey is consummated, RAAC will redeem these shares for a pro rata portion of funds deposited in the Trust Account, and the holder will no longer own such shares following the merger. See the section titled “RAAC Special Meeting of Stockholders — Redemption Rights” beginning on page 69 for additional information on how to exercise your redemption rights.

RAAC does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for RAAC to complete the Business Combination with which a substantial majority of RAAC’s shareholders do not agree.

The RAAC’s A&R Charter does not provide a specified maximum redemption threshold, except that RAAC will not redeem public shares in an amount that would cause RAAC’s net tangible assets to be less than $5,000,001 (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act). This condition is for the sole benefit of Berkshire Grey and may be waived by Berkshire Grey. As a result, RAAC may be able to complete the Business Combination even though a substantial portion of public stockholders do not agree with the merger and have redeemed their public shares.

If you or a “group” of stockholders of which you are a part is deemed to hold an aggregate of more than 15% of the public shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of the public shares.

A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its public shares or, if part of such a group, the group’s public shares, in excess of 15% of the public shares. Your inability to redeem any such excess public shares could resulting in you suffering a material loss on your investment in RAAC if you sell such excess public shares in open market transactions. RAAC cannot assure you that the value of such excess public shares will appreciate over time following the Business Combination or that the market price of the public shares will exceed the per-share redemption price.

However, the RAAC Stockholders’ ability to vote all of their public shares (including such excess shares) for or against the Business Combination Proposal or any other proposal described in this proxy statement/prospectus is not restricted by this limitation on redemption.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined financial statements of Revolution Acceleration Acquisition Corp, “RAAC”, present the combination of the financial information of RAAC and Berkshire Grey, Inc., (“Berkshire Grey”), adjusted to give effect to the Business Combination and consummation of the transactions contemplated by the Subscription Agreements (collectively, the “Transactions”). The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

RAAC is a blank check company incorporated in Delaware on September 10, 2020. RAAC was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses. At December31, 2020, there was approximately $287.5 million held in the trust account.

Berkshire Grey was incorporated in Delaware on October3, 2013. Berkshire Grey is an Intelligent Enterprise Robotics (“IER”) company pioneering and delivering transformative AI-enabled robotic solutions that automate filling ecommerce orders for consumers or businesses, filling orders to resupply retail stores and groceries, and handling packages shipped to fill those orders. Berkshire Grey’s solutions transform supply chain operations and enable our customers to meet and exceed the demands of today’s connected consumers and businesses. Berkshire Grey is headquartered in Bedford, Massachusetts.

The following unaudited pro forma condensed combined balance sheet as of December31, 2020 assumes that the Transactions occurred on December31, 2020. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 present pro forma effect to the Transactions as if they had been completed on January 1, 2020.

The unaudited pro forma condensed combined financial statements do not necessarily reflect what RAAC’s financial condition or results of operations would have been had the Transactions occurred on the dates indicated. The unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of RAAC. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

This information should be read together with RAAC’s and Berkshire Grey’s respective audited financial statements and related notes, the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of RAAC,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Berkshire Grey,” and other financial information included elsewhere in this proxy statement/consent solicitation statement/prospectus.

Under both the no redemption and maximum redemption scenarios, the Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Berkshire Grey has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

•        Berkshire Grey’s stockholders will have a majority of the voting power under both the no redemption and maximum redemption scenarios;

•        The majority of the members of the existing board of directors of Berkshire Grey will comprise the majority of the members of the New Berkshire Grey Board;

•        Berkshire Grey’s existing management will comprise the management of the New Berkshire Grey;

•        Berkshire Grey will comprise the ongoing operations of the New Berkshire Grey;

•        Berkshire Grey is the larger entity based on historical revenues and business operations; and

•        New Berkshire Grey will assume Berkshire Grey’s name.

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Under this method of accounting, RAAC will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Berkshire Grey issuing stock for the net assets of RAAC, accompanied by a recapitalization. The net assets of RAAC will be stated at historical cost, with no goodwill or other intangible assets recorded.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below:

•        Assuming No Redemptions:    This presentation assumes that no RAAC stockholders exercise redemption rights with respect to their Public Shares.

•        Assuming Maximum Redemptions:    This presentation assumes that 22,740,375 of the current outstanding RAAC Public Shares are redeemed (which is derived from the number of shares that could be redeemed in connection with the Business Combination at an assumed redemption price of approximately $10.00 per share based on funds held in the Trust Account as of December31, 2020 and still satisfy the minimum cash condition of $200,000,000 set forth in the Merger Agreement, after giving effect to the PIPE Investment and the payment of estimated transaction costs of approximately $25million, including deferred underwriting commissions from RAAC’s IPO, incurred in connection with the Business Combination), 16,500,000shares of RAAC Class A Common Stock are issued pursuant to the PIPE Investment and 191,909,827shares of RAAC Class A Common Stock are issued as Merger Consideration.

Description of the Transactions

On February23, 2021, RAAC entered into the Merger Agreement. Pursuant to the terms of the Merger Agreement, a business combination between RAAC and Berkshire Grey will be affected through the merger of Merger Sub with and into Berkshire Grey, with Berkshire Grey surviving the merger as a wholly owned subsidiary of RAAC. At the effective time of the Business Combination, each share of Berkshire Grey preferred stock, par value $0.0001 per share (“Berkshire Grey preferred stock”), and each share of Berkshire Grey common stock, par value $0.0001 per share (“Berkshire Grey common stock”), will be converted into the right to receive a number of shares of RAAC’s Class A common stock, par value $0.0001 per share. The purchase price for the Berkshire Grey common stock and preferred stock is the consideration cap of $2.25 billion. The consideration payable to Berkshire Grey stockholders will consist of 225.0 million shares of RAAC Class A common stock at $10.00 per share (or $2.25 billion).

In connection with the execution of the Merger Agreement, RAAC entered into the Subscription Agreements. Pursuant to the Subscription Agreements, the Subscribers have agreed to purchase, and RAAC has agreed to sell to the Subscribers, an aggregate of 16.5million shares of Class A common stock for a purchase price of $10.00 per share and at an aggregate purchase price of $165.0million (collectively, the “PIPE”). The obligations to consummate the transactions contemplated by the Subscription Agreements are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Merger Agreement.

The following represents the aggregate merger consideration under the no redemption and maximum redemption scenarios:

	No Redemption and Maximum Redemption
(in thousands)	Purchase price		Shares Issued
Share Consideration to Berkshire Grey(a)(b)	$	2,250,000	225,000

____________

(a)      The value of Class A common stock issued to Berkshire Grey included in the consideration is reflected at $10.00 per share as defined in the Merger Agreement.

(b)      The total 225.0 million consideration shares include approximately 191.9 million shares to be issued for all issued and outstanding Berkshire Grey common and preferred stock plus approximately 33.1 million shares underlying unvested and/or unexercised restricted stock and options.

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The following summarizes the unaudited pro forma common stock shares outstanding under the no redemption and maximum redemption scenarios:

Ownership

(in thousands)	Assuming No Redemption			Assuming Maximum Redemption
	Shares	%		Shares	%
RAAC Public Stockholders	28,750	11.6	%	6,009	2.7	%
RAAC Sponsor and Directors	9,583	3.9	%	9,583	4.3	%
Total RAAC	38,333	15.5	%	15,592	7.0	%
Berkshire Grey(a)	191,910	77.8	%	191,910	85.6	%
PIPE Shares	16,500	6.7	%	16,500	7.4	%
Total Shares at Closing (excluding certain Berkshire Grey shares)	246,743	100	%	224,002	100	%
Berkshire Grey-Remaining Consideration Shares(a)	33,090			33,090
Total Shares at Closing (including certain Berkshire Grey shares)	279,833			257,092

____________

(a)      Total consideration to be issued to Berkshire Grey is $2.25billion or 225.0million shares ($10.00 per share price). The total shares to be issued includes Berkshire Grey common and preferred stock plus shares underlying unvested and/or unexercised restricted stock and stock options. Accordingly, the consideration shares outstanding at the closing of the Business Combination has been adjusted to exclude the portion of consideration shares that will be attributed to unvested, and/or unexercised share awards at the closing of the Business Combination.

The following unaudited pro forma condensed combined balance sheet as of December31, 2020 and the unaudited pro forma condensed combined statement of operations for the year ended December31, 2020 are based on the historical financial statements of RAAC and Berkshire Grey. The unaudited pro forma adjustments are based on information currently available, assumptions, and estimates underlying the pro forma adjustments and are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2020
(in thousands)

	Historical						No redemptions							Maximum redemptions
	RAAC			Berkshire Grey			Transaction Accounting Adjustments			Note 3	Pro Forma			Transaction Accounting Adjustments			Note 3	Pro Forma
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	780		$	93,857		$	412,492		(A)	$	507,129		$	191,911		(A)	$	286,548
Accounts receivable		—			16,752			—				16,752			—				16,752
Inventories		—			758			—				758			—				758
Deferred fulfillment costs		—			3,461			—				3,461			—				3,461
Prepaid expenses		748			804			—				1,552			—				1,552
Other current assets		—			132			—				132			—				132
Total current assets		1,528			115,764			412,492				529,784			191,911				309,203
Property and equipment – net		—			9,403			—				9,403			—				9,403
Restricted cash		—			1,121			—				1,121			—				1,121
Cash held in trust account		287,491			—			(287,491	)	(B)		—			(287,491	)	(B)		—
Other non-current assets		—			101			—				101			—				101
Total Assets	$	289,019		$	126,389		$	125,001			$	540,409		$	(95,580	)		$	319,828
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	—		$	1,681		$	—			$	1,681		$	—			$	1,681
Accrued expenses		106		$	7,771			—				7,877			—				7,877
Contract liabilities		—			22,331			—				22,331			—				22,331
Other current liabilities		—			182			—				182			—				182
Total current liabilities		106			31,965			—				32,071			—				32,071
Deferred underwriting fee payable		10,063			—			(10,063	)	(C)		—			(10,063	)	(C)		—
Share-based compensation liability		—			3,047			—		(D)		3,047			—		(D)		3,047
Other non-current liabilities		—			2,057			—				2,057			—				2,057
Total Liabilities		10,169			37,069			(10,063	)			37,175			(10,063	)			37,175
MEZZANINE EQUITY
Redeemable convertible preferred stock		—			223,442			(223,442	)	(E)		—			(223,442	)	(E)		—
Class A common stock subject to redemption		273,850			—			(273,850	)	(E)		—			(273,850	)	(E)		—
STOCKHOLDERS’ EQUITY (DEFICIT)
Class A common stock		—			—			—				—			—				—
Class B common stock		—			—			—				—			—				—
Class C common stock		1			—			—		(E)		1			—		(E)		1
Common stock		—			3			19		(E)		22			17		(E)		20
Additional paid-in capital		5,181			17,578			632,155		(D),(E)		654,914			411,576		(D),(E)		434,335
Accumulated deficit		(182	)		(151,704	)		182		(E)		(151,704	)		182		(E)		(151,704	)
Accumulated other comprehensive income		—			1			—				1			—				1
Total stockholders’ equity (deficit)		5,000			(134,122	)		632,356				503,234			411,775				282,653
Total liabilities and stockholders’ equity  (deficit)	$	289,019		$	126,389		$	125,001			$	540,409		$	(95,580	)		$	319,828

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2020
(in thousands, except per share data)

	Historical						No redemptions							Maximum redemptions
	RAAC			Berkshire Grey			Transaction Accounting Adjustments			Note 3	Pro Forma			Transaction Accounting Adjustments			Note 3	Pro Forma
Revenue	$	—		$	34,835		$	—			$	34,835		$	—			$	34,835
Cost of revenue		—			32,009			—				32,009			—				32,009
Gross profit		—			2,826			—				2,826			—				2,826
Operating expenses:
General and administrative		—			15,935			173		(F) (G)		16,108			173		(F) (G)		16,108
Sales and marketing		—			12,910			—				12,910			—				12,910
Research and development		—			35,806			—				35,806			—				35,806
Formation and operational costs		173			—			(173	)	(G)		—			(173	)	(G)		—
Total operating expenses		173			64,651			—				64,824			—				64,824
Loss from operations		(173	)		(61,825	)		—				(61,998	)		—				(61,998	)
Other income (expense):
Interest income		—			280			—				280			—				280
Other income		—			3,907			—				3,907			—				3,907
Interest income (expense) on marketable securities held in trustaccount		8			—			(8	)	(H)		—			(8	)	(H)		—
Unrealized gain (loss) on marketablesecurities held in trustaccount		(17	)		—			17		(I)		—			17		(I)		—
Net loss before income tax		(182	)		(57,638	)		9				(57,811	)		9				(57,811	)
Income tax		—			5			—				5			—				5
Net loss		(182	)		(57,643	)		9				(57,816	)		9				(57,816	)
Weighted average common shares outstanding		8,843			3,554							246,743							224,002
Net loss per common share – basic and diluted	$	(0.02	)	$	(16.22	)					$	(0.23	)					$	(0.26	)

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1.     Basis of Presentation

Under both the no redemption and the maximum redemption scenarios, the Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, RAAC will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Berkshire Grey issuing stock for the net assets of RAAC, accompanied by a recapitalization. The net assets of RAAC will be stated at historical cost, with no goodwill or other intangible assets recorded.

The unaudited pro forma condensed combined balance sheet as of December31, 2020 assumes that the Transactions occurred on December31, 2020. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 presents the pro forma effect of the Transactions as if they had been completed on January 1, 2020.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 has been prepared using, and should be read in conjunction with, the following:

•        RAAC’s audited statement of operations for the year ended December31, 2020 and the related notes included elsewhere in this proxy statement/consent solicitation statement/prospectus; and

•        Berkshire Grey’s audited consolidated statements of operations for the year ended December31, 2020 and the related notes, included elsewhere in this proxy statement/consent solicitation statement/prospectus.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Transactions.

The pro forma adjustments reflecting the consummation of the Transactions are based on information currently available and certain assumptions and methodologies that RAAC believes are reasonable under the circumstances. The unaudited condensed combined pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the differences may be material. RAAC believes that these assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Transactions based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of New Berkshire Grey. They should be read in conjunction with the historical financial statements and notes thereto of RAAC and Berkshire Grey.

2.     Accounting Policies

As part of the preparation of these unaudited pro forma condensed combined financial statements, certain reclassifications were made to align RAAC’s and Berkshire Grey’s financial statement presentation. Upon completion of the Transactions, management will perform a comprehensive review of RAAC’s and Berkshire Grey’s accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of New Berkshire Grey. Based on its initial analysis, RAAC has identified the presentation differences that would have an impact on the unaudited pro forma condensed combined financial information and recorded the necessary adjustments.

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3.     Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Transactions and has been prepared for informational purposes only.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, which requires the depiction of the accounting for the transaction (“Transaction Accounting Adjustments”) and presentation of the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). RAAC has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined provision for income taxes does not necessarily reflect the amounts that would have resulted had New Berkshire Grey filed consolidated income tax returns during the periods presented.

The unaudited pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of RAAC’s shares outstanding, assuming the Transactions occurred on January 1, 2020.

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The adjustments included in the unaudited pro forma condensed combined balance sheet as of December 31, 2020 are as follows:

(A)    Reflects the impact of the Business Combination and the PIPE on the cash balance of Combined Entity.

The table below represents the sources and uses of funds as it relates to the Business Combination:

(in thousands)	Note	No redemptions			Maximum redemptions
RAAC cash held in trust account	(1)	$	287,491		$	287,491
PIPE – RAAC Investors	(2)		64,000			64,000
PIPE – New Investors	(2)		101,000			101,000
Payment to redeeming RAAC Stockholders	(3)		—			(227,404	)
Payment of deferred underwriting commissions	(4)		(10,063	)		(10,063	)
Payment of other transaction costs	(5)		(29,936	)		(23,113	)
Excess cash to balance sheet from Business Combination		$	412,492		$	191,911

____________

(1)      Represents the amount of the restricted investments and cash held in the RAAC trust account upon consummation of the Business Combination at closing.

(2)      Represents the issuance to certain investors in the PIPE Investment of 165,000,000shares of Combined Entity common stock at a price of $10.00 per share.

(3)      Represents the amount paid to RAAC stockholders who are assumed to exercise redemption rights under the maximum redemption scenario.

(4)      Represents payment of deferred RAAC IPO underwriting commissions by RAAC.

(5)      Represents payment of other Business Combination transaction costs.

(B)    Reflects the release of the restricted investments and cash held in the RAAC trust account upon consummation of the Business Combination at closing (See Note 3(A)(1)).

(C)    Reflects the payment of deferred RAAC IPO underwriting commissions by RAAC in the amount of approximately $10.1million (see Note 3(A)(4)). The unaudited pro forma condensed combined balance sheet reflects payment of these costs as a reduction of cash, with a corresponding decrease in deferred underwriting commission liability.

(D)    Share-based compensation liability reflects restricted stock awards issued to an executive officer, who purchased the awards using the proceeds received from the partial recourse secured promissory note issued by the Company. In conjunction with the Transactions, the promissory note will be settled through the repurchase of shares of common stock. The Company did not record a pro forma adjustment related

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to the settlement of the promissory note as we are unable to make a reasonable estimate that would properly reflect the accounting impact on the financial statements of New Berkshire Grey until the transaction actually occurs.

(E)    Impact on equity.    The following table represents the impact of the Business Combination and PIPE Investment on the number of shares of RAAC Class A common stock and represents the equity section assuming no redemptions by RAAC stockholders:

	Common Stock
(in thousands)	Number of Shares				Par Value							Berkshire Grey Stock			Additional paid-in capital			Accumulated deficit
	Class A Stock	Class B Stock		Class C Stock	Class A Stock			Class B Stock		Class C Stock
Pre-Business Combination – RAAC stockholders	1,364	3,833		5,750	$	—		$	—	$	1	$	—		$	5,181		$	(182	)
Pre-Business Combination – Berkshire Grey	—	—		—		3			—		—		223,442			17,578			(151,704	)
Conversion of Class B common stock to Class A common stock	3,833	(3,833	)	—		—			—		—		—			—			—
Reclassification of redeemable stock to Class A common stock	27,386	—		—		2			—		—		—			273,848			—
Berkshire Grey Stockholders	191,910	—		—		19			—		—		—			(19	)		—
PIPE – RAAC Shareholders	6,400	—		—		—			—		—		—			64,000			—
PIPE – New Investors	10,100	—		—		1			—		—		—			101,000			—
Balances after share transactions of Combined Entity	240,993	—		5,750		25			—		1		223,442			461,588			(151,886	)
Estimated transaction costs	—	—		—		—			—		—		—			(29,937	)		—
Elimination of historical accumulated deficit of RAAC	—	—		—		—			—		—		—			(182	)		182
Elimination of historical par amounts for Class A, Class B	—	—		—		—			—		—		—			—			—
Elimination of historical stock of Berkshire Grey	—	—		—		(3	)		—		—		(223,442	)		223,445			—
Post-Business Combination	240,993	—		5,750	$	22		$	—	$	1	$	—		$	654,914		$	(151,704	)

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In the case of maximum redemption by RAAC stockholders, the following table represents the impact of the Business Combination and PIPE Investment on the number of shares of RAAC Class A common stock and represents the equity section:

	Common Stock												Berkshire Grey Stock			Additional paid-in capital			Accumulated deficit
	Number of Shares					Par Value
(in thousands)	Class A Stock		Class B Stock		Class C Stock	Class A Stock			Class B Stock		Class C Stock
Pre-Business Combination – RAAC stockholders	1,364		3,833		5,750	$	—		$	—	$	1	$	—		$	5,181		$	(182	)
Pre-Business Combination – Berkshire Grey	—		—		—		3			—		—		223,442			17,578			(151,704	)
Conversion of Class B common stock to Class A common stock	3,833		(3,833	)	—		—			—		—		—			—			—
Reclassification of redeemable stock to Class A common stock	27,386		—		—		2			—		—		—			273,848			—
Less: Redemption of redeemable shares	(22,740	)	—		—		(2	)		—		—		—			(227,401	)		—
Berkshire Grey Stockholders	191,910		—		—		19			—		—		—			(19	)		—
PIPE – RAAC Shareholders	6,400		—		—		—			—		—		—			64,000			—
PIPE – New Investors	10,100		—		—		1			—		—		—			101,000			—
Balances after share transactions of Combined Entity	218,253		—		5,750		23			—		1		223,442		$	234,187			(151,886	)
Estimated transaction costs	—		—		—		—			—		—		—			(23,115	)		—
Elimination of historical accumulated deficit of RAAC	—		—		—		—			—		—		—			(182	)		182
Elimination of historical par amounts for Class A, Class B	—		—		—		—			—		—		—			—			—
Elimination of historical stock of Berkshire Grey	—		—		—		(3	)		—		—		(223,442	)		223,445			—
Post-Business Combination	218,253		—		5,750	$	20		$	—	$	1	$	—		$	434,335		$	(151,704	)

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December31, 2020 are as follows:

(F)    In conjunction with the Transactions, a partial recourse promissory note issued to an executive officer, the proceeds of which were used to purchase restricted stock awards, was settled through the repurchase of shares of common stock. The Company did not record a pro forma adjustment to share-based compensation related to the settlement of the promissory note as we are unable to make a reasonable estimate that would properly reflect the accounting impact on the financial statements of New Berkshire Grey until the Transactions actually occur.

(G)    Reflects the reclassification of formation and operational costs incurred by RAAC of approximately $0.2million to General and Administrative expenses on the condensed combined statements of operations.

(H)    Reflects the elimination of interest income earned on marketable securities held in the RAAC trust account.

(I)     Reflects the elimination of unrealized loss on marketable securities held in the RAAC trust account.

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4.     Loss Per Share

Net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Transactions, assuming the shares were outstanding since January1, 2020. As the Transactions are being reflected as if they had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Transactions have been outstanding for the entire periods presented. If the maximum number of shares are redeemed, this calculation is retroactively adjusted to eliminate such shares for the entire periods.

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption for the year ended December31, 2020:

(in thousands, except per share amounts)	No Redemptions			Maximum Redemptions
Pro forma net loss	$	(57,816	)	$	(57,816	)
Pro forma weighted average shares outstanding-basic and diluted		246,743			224,002
Pro forma net loss per share-basic and diluted	$	(0.23	)	$	(0.26	)
Pro forma weighted average shares outstanding-basic and diluted
RAAC public stockholders		28,750			6,009
RAAC Sponsor		9,583			9,583
Total RAAC		38,333			15,592
Berkshire Grey(a)		191,910			191,910
PIPE Shares		16,500			16,500
Pro forma weighted average shares outstanding-basic and diluted(b)		246,743			224,002

____________

(a)      Excludes 33.1million Berkshire Grey consideration shares that will be issued upon the occurrence of future events (i.e., exercise of stock options). Total consideration to be issued to Berkshire Grey is $2.25billion or 225million shares ($10 per share price). The total shares to be issued includes all issued and outstanding Berkshire Grey common and preferred stock plus shares underlying unvested stock options. Accordingly, the weighted average pro forma shares outstanding at close has been adjusted to exclude the portion of consideration shares that will be unvested, unissued, and/or unexercised at the closing of the Business Combination.

(b)      For the purposes of applying the if converted method for calculating diluted earnings per share, it was assumed that all Berkshire Grey stock options are exchanged for Class A common stock. However, since this results in anti-dilution, the effect of such exchange was not included in calculation of diluted loss per share. Shares underlying these instruments include 33.1million Berkshire consideration shares for unvested, unissued, and/or unexercised stock options.

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RAAC SPECIAL MEETING OF STOCKHOLDERS

General

RAAC is furnishing this proxy statement/prospectus to its stockholders as part of the solicitation of proxies by the RAAC Board for use at the RAAC Special Meeting. This proxy statement/prospectus provides the RAAC Stockholders with information they need to know to be able to vote or direct their vote to be cast at the RAAC Special Meeting.

Date, Time and Place

The RAAC Special Meeting will be held on             , 2021, at              a.m. Eastern Time. In light of the ongoing developments related to the COVID-19 pandemic and to protect the health of RAAC Stockholders, management and the community, the RAAC Special Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast. You will be able to attend the RAAC Special Meeting by visiting              and entering your control number as further explained in the accompanying proxy statement/prospectus. RAAC recommends that you log in at least 15 minutes before the RAAC Special Meeting to ensure you are logged in when the RAAC Special Meeting starts. On or about             , 2021, RAAC commenced mailing this proxy statement/prospectus and the enclosed form of proxy to its stockholders entitled to vote at the RAAC Special Meeting.

Purpose of RAAC Special Meeting

RAAC Stockholders are being asked to vote on the following proposals:

•        the Business Combination Proposal;

•        the Nasdaq Proposal

•        the Charter Proposal;

•        the Advisory Charter Proposals;

•        the Existing Director Election Proposal;

•        the Business Combination Director Election Proposal;

•        the Incentive Plan Proposal; and

•        the Adjournment Proposal.

Recommendation of the RAAC Board of Directors

The RAAC Board has unanimously determined that the Business Combination, on the terms and conditions set forth in the Merger Agreement, is advisable and in the best interests of RAAC and its stockholders and has directed that the proposals set forth in this proxy statement/prospectus be submitted to its stockholders for approval at the RAAC Special Meeting on the date and at the time and place set forth in this proxy statement/prospectus. The RAAC Board unanimously recommends that the RAAC Stockholders vote “FOR” the Business Combination Proposal, “FOR” the Nasdaq Proposal, “FOR” the Charter Proposal, “FOR” each of the Advisory Charter Proposals, “FOR” the Existing Director Election Proposal, “FOR” the Business Combination Director Election Proposal, “FOR” the Incentive Plan Proposal and “FOR” the Adjournment Proposal.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the RAAC Special Meeting if you owned shares of RAAC Common Stock at the close of business on             , 2021, which is the record date for the RAAC Special Meeting. You are entitled to one vote for each share of RAAC Common Stock that you owned as of the close of business on the RAAC record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 38,333,333shares of RAAC Common Stock outstanding, of which 28,750,000 are shares of RAAC Class A Common Stock, 3,833,333 are shares of RAAC Class B Common Stock and

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5,750,000 are shares of RAAC Class C Common Stock. In addition, 9,583,333shares of RAAC Class A Common Stock are issuable pursuant to RAAC Public Warrants and 5,166,667shares of RAAC Class A Common Stock are shares issuable pursuant to RAAC Private Warrants.

Vote of the Sponsor and RAAC’s Directors and Officers

RAAC has entered into an agreement with the Sponsor, RAAC’s officers and directors and other holders of founder shares and alignment shares pursuant to which such Insiders have agreed to vote any shares of RAAC Common Stock they hold in favor of the Business Combination Proposal and other proposals. Furthermore, the Insiders agreed to waive all anti-dilution and redemption rights with respect to their founder shares and alignment shares. See “Other Agreements — Sponsor Support Aga vote agreement.”

Quorum and Required Vote for Proposals for the RAAC Special Meeting

A quorum of RAAC Stockholders is necessary to hold a valid meeting. A quorum will be present at the RAAC Special Meeting if a majority of the issued and outstanding RAAC Common Stock entitled to vote as of the RAAC record date at the RAAC Special Meeting is represented in person or by proxy. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The holders of the founder shares and alignment shares, who currently own 25% of the issued and outstanding shares of RAAC Common Stock, will count towards this quorum. As of the RAAC record date for the RAAC Special Meeting, 19,166,667shares of RAAC Common Stock would be required to achieve a quorum.

Approval of each of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Advisory Charter Proposals and the Adjournment Proposal requires the affirmative vote of holders of a majority of the votes cast by holders of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. Approval of the Charter Proposal requires the affirmative vote of holders of a majority of the outstanding shares of RAAC Common Stock, voting together as a single class. Approval of each of the Existing Director Election Proposal and the Business Combination Director Election Proposal requires the affirmative vote of holders of a plurality of the votes cast by holders of RAAC Class B Common Stock and RAAC Class C Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. If you do not vote or do not instruct your bank, broker or other nominee how to vote with respect to the Charter Proposal, it will have the same effect as a vote “AGAINST” such proposal. Because approval of each of the other proposals only requires a majority or plurality of the votes cast, as the case may be, assuming a quorum is established at the RAAC Special Meeting, if you do not vote or do not instruct your bank, broker or other nominee how to vote, it will have no effect on each of these other proposals because such action would not count as a vote cast at the RAAC Special Meeting. The RAAC Board has already approved the proposals and recommends the stockholders vote “FOR” each of the proposals. The Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, the Advisory Charter Proposals, the Existing Director Election Proposal, the Business Combination Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal are collectively referred to herein as the “proposals”.

The Business Combination is conditioned upon the approval of each of the Conditioned Proposals. Failure to receive approval of any of the Conditioned Proposals provides each of RAAC and the Berkshire Grey with a right to terminate the Merger Agreement. If our stockholders do not approve each of the Conditioned Proposals, the Business Combination may not be consummated. If the Business Combination Proposal is not approved, each of the other proposals (except the Adjournment Proposal) will not be presented to the stockholders for a vote.

It is important for you to note that in the event that any of the Conditioned Proposals do not receive the requisite vote for approval, then the Business Combination may not be consummated. If RAAC does not consummate the Business Combination and fails to complete an initial business combination by December10, 2022, RAAC will be required to dissolve and liquidate its Trust Account by returning the then-remaining funds in such account to the public stockholders.

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Recommendation of the RAAC Board of Directors

The RAAC Board unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Business Combination, were advisable, fair to, and in the best interests of, RAAC and its stockholders. Accordingly, the RAAC Board unanimously recommends that its stockholders vote “FOR” the Business Combination Proposal and each of the other proposals hereby.

In considering the recommendation of the RAAC Board to vote in favor of approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, each of the Advisory Charter Proposals, the Existing Director Election Proposal, the Business Combination Director Election Proposal and the Incentive Plan Proposal, stockholders should keep in mind that certain members of the board of directors and executive officers of RAAC and the Sponsor have interests in such proposals that are different from, or in addition to, those of RAAC Stockholders generally. These interests include, among other things:

•        If the Business Combination or another initial business combination is not consummated by December10, 2022 or such extended period of time as a result of a stockholder vote to amend the RAAC A&R Charter, RAAC will (1) cease all operations except for the purpose of winding up, (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the shares of RAAC Class A Common Stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding shares of RAAC Class A Common Stock, which redemption will completely extinguish RAAC Public Stockholders’ rights as RAAC Stockholders (including the right to receive further liquidating distributions, if any), and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining RAAC Stockholders and the RAAC Board, liquidate and dissolve, subject in each case to RAAC’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to RAAC Public Warrants or RAAC Private Warrants, which will all expire worthless if RAAC fails to complete its initial business combination within the allotted time period. In addition, in such event, the 3,833,333shares of RAAC Class B Common Stock and the 5,750,000shares of RAAC Class C Common Stock held by the Sponsor, an advisor of the Sponsor and the directors and officers of RAAC, which were acquired for an aggregate purchase price of $25,000 prior to RAAC’s IPO, would be worthless because such holders have waived their rights to liquidating distributions from the Trust Account with respect to such shares. While such shares are subject to certain transfer restrictions and, in the case of shares of RAAC Class C Common Stock, cancelation triggers that shares of RAAC Class A Common Stock are not, based upon the closing price of $             per share of the RAAC Class A Common Stock on Nasdaq on             , 2021, such shares of RAAC Class B Common Stock and RAAC Class C Common Stock had an aggregate market value of $            .

•        The Sponsor purchased 5,166,667 RAAC Private Warrants for an aggregate purchase price of $7,750,000 in connection with RAAC’s IPO. As described in the preceding paragraph, the RAAC Private Warrants, along with the RAAC Public Warrants, will all expire worthless if RAAC fails to complete its initial business combination within the allotted time period. While such RAAC Private Warrants are subject to certain transfer restrictions that the RAAC Public Warrants are not, based upon the closing price of              per warrant of the RAAC Public Warrants on Nasdaq on             , 2021, such shares of RAAC Class B Common Stock and RAAC Class C Common Stock had an aggregate market value of $            .

•        The Sponsor will be liable to RAAC if and to the extent any claims by a third party (other than claims by RAAC’s independent registered public accounting firm) for services rendered or products sold to RAAC, or a prospective target business with which RAAC has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per public share or (2) such lesser amount per outstanding share of RAAC Class A Common Stock held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the assets in the Trust Account, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriter of RAAC’s IPO against certain liabilities, including liabilities under the Securities Act.

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•        Mr.Delaney will remain a member of the board of directors of New Berkshire Grey after the closing of the Business Combination for a term that expires in 2024. As such, in the future, unless and until he is replaced, Mr.Delaney will receive any cash fees, stock options or stock awards that the New Berkshire Grey Board determines to pay for his service.

•        The Sponsor and RAAC’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on RAAC’s behalf, such as identifying potential target businesses for RAAC’s initial business combination and performing due diligence on suitable business combinations. However, if RAAC fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, RAAC may not be able to reimburse these expenses if the Business Combination or another initial business combination is not completed by December10, 2022 or such extended period of time as a result of a stockholder vote to amend the RAAC A&R Charter.

•        The holders of shares of RAAC Class B Common Stock, shares of RAAC Class C Common Stock and RAAC Private Warrants and the PIPE Investors are entitled to customary registration rights.

•        RAAC’s current officers and directors will receive continued indemnification and liability insurance after the merger.

Abstentions and Broker Non-Votes

Abstentions are considered present for the purposes of establishing a quorum and will have the same effect as a vote “AGAINST” the Charter Proposal only. Broker non-votes are considered present for the purposes of establishing a quorum and will have the effect of a vote “AGAINST” the Charter Proposal only.

Voting Your Shares

Each share of RAAC Common Stock that you own in your name entitles you to one vote on each of the proposals for the RAAC Special Meeting. Your one or more proxy cards show the number of shares of RAAC Common Stock that you own. There are several ways to have your shares of RAAC Common Stock voted:

•        You can submit a proxy to vote your shares by completing, the signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the RAAC Special Meeting. If you submit a proxy card, your “proxy”, whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of RAAC Common Stock will be voted in favor of each of the proposals. The RAAC Board recommends voting “FOR” the Business Combination Proposal, “FOR” the Nasdaq Proposal, “FOR” the Charter Proposal, “FOR” each of the Advisory Charter Proposals, “FOR” the Existing Director Election Proposal, “FOR” the Business Combination Director Election Proposal, “FOR” the Incentive Plan Proposal and “FOR” the Adjournment Proposal.

•        You can attend the RAAC Special Meeting and vote online. You will be given a ballot when you arrive. However, if your shares of RAAC Common Stock are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way RAAC can be sure that the broker, bank or nominee has not already voted your shares of RAAC Common Stock.

•        You can attend the RAAC Special Meeting virtually and vote online even if you have previously voted by submitting a proxy pursuant to any of the methods noted above. However, if your shares of RAAC Common Stock are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares of RAAC Common Stock.

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Revoking Your Proxy

If you are a record owner of your shares and you give a proxy, you may change or revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

•        you may notify RAAC’s secretary in writing before the RAAC Special Meeting that you have revoked your proxy; or

•        you may attend the RAAC Special Meeting, revoke your proxy, and vote online as described above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

No Additional Matters May be Presented at the RAAC Special Meeting

The RAAC Special Meeting has been called only to consider the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, the Advisory Charter Proposals, the Existing Director Election Proposal, the Business Combination Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal (if necessary). Under the RAAC Bylaws, no other matters may be considered at the RAAC Special Meeting if they are not included in this proxy statement/prospectus, which serves as the notice of the RAAC Special Meeting.

Who Can Answer Your Questions About Voting

If you have any questions about how to vote or direct a vote in respect of your shares of RAAC Common Stock, you may call Innisfree, RAAC’s proxy solicitor, at (877) 717-3930 (toll-free for stockholders) or (212) 750-5833 (for banks and brokers).

Redemption Rights

Each public stockholder may elect to redeem their public shares regardless of whether they vote for or against the Business Combination Proposal or any other proposal described in this proxy statement/prospectus and whether they held RAAC Common Stock as of the RAAC record date or acquired them after the RAAC record date. Any stockholder holding public shares may demand that RAAC redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $         per share as of             , 2021, the RAAC record date), calculated as of two business days prior to the anticipated consummation of the Business Combination. If a holder properly seeks redemption as described in this section and the merger with the Berkshire Grey is consummated, RAAC will redeem these shares for a pro rata portion of funds deposited in the Trust Account, and the holder will no longer own these shares following the Business Combination.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the public shares. Accordingly, all public shares in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group”, will not be redeemed for cash.

Holders of the founder shares or alignment shares will not have redemption rights with respect to such shares.

RAAC Stockholders are not required to affirmatively vote against the Business Combination Proposal in order to exercise their rights to redeem their shares for a pro rata portion of the Trust Account. Holders may demand redemption by submitting a request in writing and delivering their stock, either physically or electronically using the DWAC system, to RAAC’s transfer agent prior to the vote at the RAAC Special Meeting. If you hold the shares in “street name”, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $80, and it would be up to the broker whether or not to pass this cost on to the redeeming stockholder. The need to

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deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated. In the event the proposed merger is not consummated, this may result in an additional cost to stockholders for the return of their shares.

RAAC’s transfer agent can be contacted at the following address:

Continental Stock Transfer & Trust Company
1 State Street — 30th Floor
New York, NY 10004
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com

Any request to redeem such shares, once made, may be withdrawn at any time up to the vote on the Business Combination Proposal. Furthermore, if a holder of a public share delivered its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically).

If the Business Combination is not approved or completed for any reason, then the RAAC Public Stockholders who elected to exercise their redemption rights will not be entitled to redeem their shares for a full pro rata portion of the Trust Account, as applicable. In such case, RAAC will promptly return any shares delivered by public stockholders. If RAAC would be left with less than $5,000,001 of net tangible assets as a result of the holders of public shares properly demanding redemption of their shares for cash, RAAC will not be able to consummate the merger. Additionally, the Berkshire Grey will not be required to consummate the Business Combination if the amount in the Trust Account, plus the proceeds from the PIPE Investment, plus all other cash and cash equivalents of RAAC (after deducting the cash amounts required to satisfy the RAAC Stockholder redemptions, payment of any deferred underwriting commissions being held in the Trust Account and transaction costs of RAAC and its affiliates) does not equal or exceed $200.0million.

The closing price of RAAC Class A Common Stock on             , 2021, the RAAC record date, was $          . The cash held in the Trust Account on such date was approximately $             million ($10.00 per public share). Prior to exercising redemption rights, stockholders should verify the market price of RAAC Common Stock, as they may receive higher proceeds from the sale of their RAAC Common Stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. RAAC cannot assure its stockholders that they will be able to sell their shares of RAAC Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.

If a holder of public shares exercises his, her or its redemption rights, then he, she or it will be exchanging its shares of RAAC Common Stock for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption no later than the close of the vote on the Business Combination Proposal by delivering your stock certificate (either physically or electronically) to RAAC’s transfer agent prior to the vote at the RAAC Special Meeting, and the Business Combination is consummated.

Whether the redemption is subject to U.S. federal income tax depends on the particular facts and circumstances. Please see the section titled “Proposal No. 1 — The Business Combination Proposal — United States Federal Income Tax Considerations for Stockholders Exercising Redemption Rights” beginning on page 72. We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

Appraisal Rights

Appraisal rights are not available to holders of shares of RAAC Common Stock, the RAAC Public Warrants or the RAAC Private Warrants in connection with the merger.

Proxy Solicitation Costs

RAAC is soliciting proxies on behalf of the RAAC Board. This solicitation is being made by mail but also may be made by telephone or in person. RAAC and its directors and officers may also solicit proxies in person. RAAC will file with the SEC all scripts and other electronic communications as proxy soliciting materials. RAAC will bear the cost of the solicitation.

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RAAC has hired Innisfree to assist in the proxy solicitation process. RAAC has agreed to pay Innisfree a fee of $18,500, plus disbursements.

RAAC will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. RAAC will reimburse them for their reasonable expenses.

The Sponsor and the Insiders

As of             , 2021, the RAAC record date, the Sponsor and the Insiders collectively owned of record and were entitled to vote an aggregate of 3,833,333 founder shares and 5,750,000 alignment shares that were, in each case, issued prior to RAAC’s IPO. Such shares currently constitute 25% of the outstanding shares of RAAC Common Stock. The holders of these securities have agreed to vote the founder shares, the alignment shares and any shares of RAAC Common Stock acquired in the secondary market in favor of each of the proposals being presented at the RAAC Special Meeting. The founder shares and alignment shares have no right to participate in any redemption distribution and will be worthless if RAAC does not complete a business combination by December10, 2022 or such extended period of time as a result of a stockholder vote to amend the RAAC A&R Charter.

Upon consummation of the merger, under the Sponsor Support Agreement, the founder shares (and the shares of RAAC Class A Common Stock issuable upon conversion thereof), the alignment shares and the shares of RAAC Common Stock issuable upon exercise of RAAC Private Warrants will be subject to certain lock-up restrictions. See “Other Agreements — Sponsor Support Agreement” beginning on page 190 of this proxy statement/prospectus.

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Proposal No. 1 — The Business Combination Proposal

Overview

Holders of RAAC Common Stock are being asked to approve the Merger Agreement and the transactions contemplated thereby, including the merger. RAAC Stockholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus. Please see the sections titled “The Business Combination” and “The Merger Agreement” in this proxy statement/prospectus for additional information regarding the Merger and a summary of certain terms of the Merger Agreement. You are urged to read carefully the Merger Agreement in its entirety before voting on this proposal.

RAAC may consummate the merger only if it is approved by the affirmative vote of holders of a majority of the votes cast by holders of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting, assuming a quorum is present.

United States Federal Income Tax Considerations for Stockholders Exercising Redemption Rights

The following is a discussion of U.S. federal income tax considerations for holders of our shares of RAAC Class A Common Stock that elect to have their RAAC Class A Common Stock redeemed for cash if the Business Combination is completed. This discussion applies only to RAAC Class A Common Stock that is held as a capital asset for U.S. federal income tax purposes (generally, property held for investment). This discussion does not describe all of the U.S. federal income tax consequences that may be relevant to you in light of your particular circumstances, including the alternative minimum tax, the Medicare tax on certain investment income and the different consequences that may apply if you are subject to special rules that apply to certain types of investors, such as:

•        banks and financial institutions;

•        insurance companies;

•        brokers and dealers in securities, currencies or commodities;

•        dealers or traders in securities subject to a mark-to-market method of accounting with respect to shares of RAAC Class A Common Stock;

•        regulated investment companies and real estate investment trusts;

•        governmental organizations and qualified foreign pension funds;

•        persons holding RAAC Class A Common Stock as part of a “straddle,” hedge, integrated transaction or similar transaction;

•        U.S. holders (as defined below) whose functional currency is not the U.S. dollar;

•        partnerships or other pass-through entities for U.S. federal income tax purposes (and investors in such entities);

•        certain former citizens or long-term residents of the United States;

•        controlled foreign corporations and passive foreign investment companies; and

•        tax-exempt entities.

If a partnership or entity treated as a partnership for U.S. federal income tax purposes holds shares of RAAC Class A Common Stock, the U.S. federal income tax treatment of the partners in the partnership will generally depend on the status of the partners and the activities of the partnership. Partners in partnerships holding shares of RAAC Class A Common Stock should consult their tax advisors.

This discussion is based on the Code and administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations as of the date hereof, changes to any of which subsequent to the date of this proxy statement/prospectus may affect the tax consequences described herein. No assurance can be given that the

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U.S. Internal Revenue Service (the “IRS”) would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described below. No advance ruling has been or will be sought from the IRS regarding any matter discussed in this summary. This discussion does not address any aspect of state, local or non-U.S. taxation, or any U.S. federal taxes other than income taxes (such as gift and estate taxes).

You are urged to consult your tax advisor with respect to the application of U.S. federal tax laws to your particular situation, as well as any tax consequences arising under the laws of any state, local or foreign jurisdiction.

Redemption of RAAC Class A Common Stock

In the event that a holder’s shares of RAAC Class A Common Stock are redeemed pursuant to the redemption provisions described in this proxy statement/prospectus under the section entitled “RAAC Special Meeting of Stockholders — Redemption Rights,” the treatment of the redemption for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or other exchange of shares of RAAC Class A Common Stock under Section 302 of the Code. If the redemption qualifies as a sale of shares of RAAC Class A Common Stock, a U.S. holder (as defined below) will be treated as described below under the section entitled “U.S. holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of RAAC Class A Common Stock,” and a Non-U.S. holder (as defined below) will be treated as described under the section entitled “Non-U.S. holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of RAAC Class A Common Stock.” If the redemption does not qualify as a sale of shares of RAAC Class A Common Stock, a holder will be treated as receiving a corporate distribution with the tax consequences to a U.S. holder described below under the section entitled “U.S. holders — Taxation of Distributions,” and the tax consequences to a Non-U.S. holder described below under the section entitled “Non-U.S. holders — Taxation of Distributions.”

Whether a redemption of shares of RAAC Class A Common Stock qualifies for sale treatment will depend largely on the total number of shares of our stock treated as held by the redeemed holder before and after the redemption (including any stock constructively owned by the holder as a result of owning warrants and any of our stock that a holder would directly or indirectly acquire pursuant to the Business Combination) relative to all of our shares outstanding both before and after the redemption. The redemption of RAAC Class A Common Stock will generally be treated as a sale of RAAC Class A Common Stock (rather than as a corporate distribution) if the redemption (i) is “substantially disproportionate” with respect to the holder, (ii) results in a “complete termination” of the holder’s interest in us, or (iii) is “not essentially equivalent to a dividend” with respect to the holder. These tests are explained more fully below.

In determining whether any of the foregoing tests result in a redemption qualifying for sale treatment, a holder takes into account not only shares of our stock actually owned by the holder, but also shares of our stock that are constructively owned by it under certain attribution rules set forth in the Code. A holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the holder has an interest or that have an interest in such holder, as well as any stock that the holder has a right to acquire by exercise of an option, which would generally include RAAC Class A Common Stock which could be acquired pursuant to the exercise of the warrants. Moreover, any of our stock that a holder directly or constructively acquires pursuant to the Business Combination should be included in determining the U.S. federal income tax treatment of the redemption.

In order to meet the substantially disproportionate test, the percentage of our outstanding voting stock actually and constructively owned by the holder immediately following the redemption of shares of RAAC Class A Common Stock must, among other requirements, be less than eighty percent (80%) of the percentage of our outstanding voting stock actually and constructively owned by the holder immediately before the redemption (taking into account both redemptions by other holders of RAAC Class A Common Stock and the RAAC Class A Common Stock to be issued pursuant to the Business Combination). There will be a complete termination of a holder’s interest if either (i) all of the shares of our stock actually and constructively owned by the holder are redeemed or (ii) all of the shares of our stock actually owned by the holder are redeemed and the holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the holder does not constructively own any other stock. The redemption of RAAC Class A Common Stock will not be essentially equivalent to a dividend if the redemption results in a “meaningful reduction” of the holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a holder’s proportionate interest in us will depend on the particular facts and

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circumstances. The IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.”

If none of the foregoing tests is satisfied, then the redemption of shares of RAAC Class A Common Stock will be treated as a corporate distribution to the redeemed holder and the tax effects to such U.S. holder will be as described below under the section entitled “U.S. holders — Taxation of Distributions,” and the tax effects to such Non-U.S. holder will be as described below under the section entitled “Non-U.S. holders — Taxation of Distributions.” After the application of those rules, any remaining tax basis of the holder in the redeemed RAAC Class A Common Stock will be added to the holder’s adjusted tax basis in its remaining stock, or, if it has none, to the holder’s adjusted tax basis in its warrants or possibly in other stock constructively owned by it.

A holder should consult its tax advisors as to the tax consequences of a redemption.

U.S. holders

This section applies to you if you are a “U.S. holder.” A U.S. holder is a beneficial owner of our shares of RAAC Class A Common Stock who or that is, for U.S. federal income tax purposes:

•        an individual who is a citizen or resident of the United States;

•        a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States, any state thereof or the District of Columbia;

•        an estate the income of which is subject to U.S. federal income tax purposes regardless of its source; or

•        a trust, if (i) a court within the United States is able to exercise primary supervision over the administration of such trust and one or more “United States persons” (within the meaning of the Code) have the authority to control all substantial decisions of the trust or (ii) the trust validly elected to be treated as a United States person for U.S. federal income tax purposes.

Taxation of Distributions.    If our redemption of a U.S. holder’s shares of RAAC Class A Common Stock is treated as a distribution, as discussed above under the section entitled “Redemption of RAAC Class A Common Stock,” such distributions will generally constitute a dividend for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. holder’s adjusted tax basis in our RAAC Class A Common Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the RAAC Class A Common Stock and will be treated as described below under the section entitled “U.S. holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of RAAC Class A Common Stock.”

Dividends received by a U.S. holder that is a taxable corporation will generally qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends received by a non-corporate U.S. holder will generally constitute “qualified dividends” that will be subject to tax at the maximum tax rate applicable to long-term capital gains. It is unclear whether the redemption rights with respect to the RAAC Class A Common Stock described in this proxy statement/prospectus may prevent a U.S. holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be.

Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of RAAC Class A Common Stock.    If our redemption of a U.S. holder’s shares of RAAC Class A Common Stock is treated as a sale or other taxable disposition, as discussed above under the section entitled “Redemption of RAAC Class A Common Stock,” a U.S. holder will generally recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. holder’s adjusted tax basis in the shares of RAAC Class A Common Stock redeemed. Any such capital gain or loss will generally be long-term capital gain or loss if the U.S. holder’s holding period for the RAAC Class A Common Stock so disposed of exceeds one year. It is unclear, however, whether the redemption rights with respect to the RAAC Class A Common Stock described in this proxy statement/prospectus may suspend the running of the applicable holding

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period for this purpose. Long-term capital gains recognized by non-corporate U.S. holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations. U.S. holders who hold different blocks of RAAC Class A Common Stock (shares of RAAC Class A Common Stock purchased or acquired on different dates or at different prices) should consult their tax advisor to determine how the above rules apply to them.

Generally, the amount of gain or loss recognized by a U.S. holder is an amount equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S. holder’s adjusted tax basis in its RAAC Class A Common Stock so disposed of. A U.S. holder’s adjusted tax basis in its RAAC Class A Common Stock will generally equal the U.S. holder’s acquisition cost less any prior distributions paid to such U.S. holder with respect to its shares of RAAC Class A Common Stock treated as a return of capital.

Non-U.S. Holders.This section applies to you if you are a “Non-U.S. holder.” A Non-U.S. holder is a beneficial owner of our RAAC Class A Common Stock who or that is, for U.S. federal income tax purposes:

•        a non-resident alien individual, other than certain former citizens and residents of the United States subject to U.S. tax as expatriates;

•        a foreign corporation; or

•        an estate or trust that is not a U.S. holder;

but does not include an individual who is present in the United States for 183 days or more in the taxable year of disposition. If you are such an individual, you should consult your tax advisor regarding the U.S. federal income tax consequences of a redemption.

Taxation of Distributions.    If our redemption of a Non-U.S. holder’s shares of RAAC Class A Common Stock is treated as distribution, as discussed above under the section entitled “Redemption of RAAC Class A Common Stock,” to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles), such distribution will constitute a dividend for U.S. federal income tax purposes and, provided such dividend is not effectively connected with the Non-U.S. holder’s conduct of a trade or business within the United States, we will be required to withhold tax from the gross amount of the dividend at a rate of thirty percent (30%), unless such Non-U.S. holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and timely provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. holder’s adjusted tax basis in its shares of our RAAC Class A Common Stock and, to the extent such distribution exceeds the Non-U.S. holder’s adjusted tax basis, as gain realized from the sale or other disposition of the RAAC Class A Common Stock, which will be treated as described below under the section entitled “Non-U.S. holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of RAAC Class A Common Stock.”

The withholding tax described above does not apply to a dividend paid to a Non-U.S. holder who provides an IRS Form W-8ECI, certifying that such dividend is effectively connected with the Non-U.S. holder’s conduct of a trade or business within the United States. Instead, the effectively connected dividend will be subject to regular U.S. federal income tax as if the Non-U.S. holder were a U.S. holder, subject to an applicable income tax treaty providing otherwise. A Non-U.S. holder that is a corporation for U.S. federal income tax purposes and is receiving an effectively connected dividend may also be subject to an additional “branch profits tax” imposed at a rate of thirty percent (30%) (or a lower applicable treaty rate).

Gain on Sale, Taxable Exchange or Other Taxable Disposition of RAAC Class A Common Stock.    If our redemption of a Non-U.S. holder’s shares of RAAC Class A Common Stock is treated as a sale or other taxable disposition as discussed above under the section entitled “Redemption of RAAC Class A Common Stock,” subject to the discussions of FATCA below, a Non-U.S. holder will generally not be subject to U.S. federal income or withholding tax in respect of gain recognized on a sale, taxable exchange or other taxable disposition of our RAAC Class A Common Stock, unless:

•        the gain is effectively connected with the conduct of a trade or business by the Non-U.S. holder within the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. holder); or

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•        we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. holder held our RAAC Class A Common Stock, and, in the case where shares of our RAAC Class A Common Stock are regularly traded on an established securities market, the Non-U.S. holder has owned, directly or constructively, more than 5% of our RAAC Class A Common Stock at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. holder’s holding period for the shares of our RAAC Class A Common Stock.

Unless an applicable treaty provides otherwise, gain described in the first bullet point above will be subject to tax at generally applicable U.S. federal income tax rates as if the Non-U.S. holder were a U.S. resident. In the event the Non-U.S. holder is a corporation for U.S. federal income tax purposes, such gain may also be subject to an additional “branch profits tax” at a thirty percent (30%) rate (or lower treaty rate).

If the second bullet point above applies to a Non-U.S. holder, gain recognized by such holder on the sale, exchange or other taxable disposition of shares of our RAAC Class A Common Stock will be subject to tax at generally applicable U.S. federal income tax rates. In addition, unless our RAAC Class A Common Stock is regularly traded on an established securities market, a buyer of our RAAC Class A Common Stock (we would be treated as a buyer with respect to a redemption of RAAC Class A Common Stock) may be required to withhold U.S. federal income tax at a rate of fifteen percent (15%) of the amount realized upon such disposition. There can be no assurance that our RAAC Class A Common Stock will be treated as regularly traded on an established securities market. We believe that we are not and have not been at any time since our formation a United States real property holding company and we do not expect to be a United States real property holding corporation immediately after the Business Combination is completed.

It is possible that because the applicable withholding agent may not be able to determine the proper characterization of a redemption of a Non-U.S. holder’s RAAC Class A Common Stock, the withholding agent might treat the redemption as a distribution subject to withholding tax.

FATCA Withholding Taxes.    Provisions commonly referred to as “FATCA” impose withholding of thirty percent (30%) on payments of dividends (including constructive dividends received pursuant to a redemption of stock) on our RAAC Class A Common Stock to “foreign financial institutions” (which is broadly defined for this purpose and in general includes investment vehicles) and certain other non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied, or an exemption applies (typically certified as to by the delivery of a properly completed IRS Form W-8BEN or W-8BEN-E). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Non-U.S. holders should consult their tax advisers regarding the effects of FATCA on a redemption of RAAC Class A Common Stock.

Vote Required for Approval

The Business Combination Proposal is conditioned upon the approval of the Nasdaq Proposal, the Charter Proposal and the Incentive Plan Proposal. If such proposals are not approved, the Business Combination will have no effect, even if approved by our stockholders.

The approval of the Business Combination Proposal (and consequently, the Merger Agreement and the transactions contemplated thereby, including the merger) requires the affirmative vote of holders of a majority of the votes cast by holders of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. Failure to submit a proxy or to vote by attending the RAAC Special Meeting virtually, an abstention from voting or a broker non-vote will have no effect on the Business Combination Proposal.

The Sponsor and RAAC’s officers and directors and the other holder of RAAC Class B Common Stock and Class C Common Stock have agreed to vote in favor of the Business Combination Proposal. See “Other Agreements — Sponsor Support Agreement” beginning on page 190 of this proxy statement/prospectus.

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Recommendation of the RAAC Board

THE RAAC BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

The existence of financial and personal interests of RAAC’s directors may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of RAAC and its stockholders and what they may believe is best for themselves in determining to recommend that stockholders vote for the proposals. See “The Business Combination — Interests of RAAC Directors and Officers and the Sponsor in the Business Combination” beginning on page 169 of this proxy statement/prospectus.

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Proposal No. 2 — THE NASDAQ PROPOSAL

Overview

Assuming the Business Combination Proposal is approved, holders of RAAC Common Stock are being asked to approve, for purposes of complying with applicable listing rules of Nasdaq, in connection with the Business Combination and subject to customary terms and conditions, including the consummation of the Business Combination, the issuance:

•        to the stockholders of Berkshire Grey, pursuant to the Merger Agreement, of 225,000,000shares of RAAC Class A Common Stock (including in respect of shares issuable pursuant to options and restricted shares that may be assumed by RAAC) upon the consummation of the Business Combination; and

•        to the PIPE Investors of 16,500,000shares of RAAC Class A Common Stock, which will be consummated in connection with and prior to the closing of the Business Combination.

For further information, please see the section entitled “Proposal No. 1 — The Business Combination Proposal”, as well as the annexes to this proxy statement/prospectus.

Why RAAC Needs Stockholder Approval

We are seeking stockholder approval in order to comply with Nasdaq Listing Rule 5635(a), (b), (c) and (d).

Under Nasdaq Listing Rule 5635(a), stockholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (i) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such securities (or securities convertible into or exercisable for common stock), or (ii) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities.

Under Nasdaq Listing Rule 5635(b), stockholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a “change of control” of the registrant. Although Nasdaq has not adopted any rule on what constitutes a “change of control” for purposes of Rule 5635(b), Nasdaq has previously indicated that the acquisition of, or right to acquire, by a single investor or affiliated investor group, as little as 20% of the common stock (or securities convertible into or exercisable for common stock) or voting power of an issuer could constitute a change of control.

Under Nasdaq Listing Rule 5635(c), stockholder approval is required prior to the issuance of securities when a plan or other equity compensation arrangement is established or materially amended.

Under Nasdaq Listing Rule 5635(d), stockholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into or exercisable for common stock) at a price that is less than the greater of book or market value of the stock if the number of shares of common stock to be issued is or may be equal to 20% or more of the common stock, or 20% or more of the voting power, outstanding before the issuance.

Stockholder approval of the Nasdaq Proposal is also a condition to the closing under the Merger Agreement.

Effect of Proposal on Current Stockholders

If the Nasdaq Proposal is adopted, we will issue 225,000,000shares of RAAC Class A Common Stock to the stockholders of Berkshire Grey upon the consummation of the Business Combination. We will also issue 16,500,000shares of RAAC Class A Common Stock to the PIPE Investors upon the consummation of the PIPE Investment.

The issuance of the shares of RAAC Class A Common Stock described above would result in significant dilution to RAAC Stockholders and result in RAAC Stockholders having a smaller percentage interest in the voting power, liquidation value and aggregate book value of RAAC.

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Vote Required for Approval

The Nasdaq Proposal is conditioned upon the approval of the Business Combination Proposal, the Charter Proposal and the Incentive Plan Proposal. If such proposals are not approved, the Nasdaq Proposal will have no effect, even if approved by our stockholders.

Approval of the Nasdaq Proposal requires the affirmative vote of holders of a majority of the votes cast by holders of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. Failure to submit a proxy or to vote by attending the RAAC Special Meeting virtually, an abstention from voting or a broker non-vote will have no effect on the Nasdaq Proposal.

Recommendation of the RAAC Board

THE RAAC BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE NASDAQ PROPOSAL.

The existence of financial and personal interests of RAAC’s directors may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of RAAC and its stockholders and what they may believe is best for themselves in determining to recommend that stockholders vote for the proposals. See “Business Combination — Interests of RAAC Directors and Officers and the Sponsor in the Business Combination” beginning on page 169 of this proxy statement/prospectus.

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Proposal No. 3 — THE CHARTER PROPOSAL

Overview

Assuming the Business Combination Proposal and the Nasdaq Proposal are approved, holders of RAAC Common Stock are being asked to approve and adopt the New Berkshire Grey Charter which, if the approvals are obtained and the Business Combination is consummated, RAAC will amend and restate the RAAC A&R Charter with the New Berkshire Grey Charter under the DGCL as described below.

Comparison of RAAC A&R Charter to New Berkshire Grey Charter

The following is a summary of the key changes effected by the New Berkshire Grey Charter relative to the RAAC A&R Charter. This summary is qualified in its entirety by reference to the full text of the New Berkshire Grey Charter.

•        change RAAC’s name to “Berkshire Grey, Inc.”;

•        to make New Berkshire Grey’s corporate existence perpetual as opposed to RAAC’s corporate existence, which is required to be dissolved and liquidated 24months following the closing of its initial public offering if it does not complete an initial business combination;

•        remove various provisions applicable only to special purpose acquisition companies, including removal of provisions relating to the redemption rights of holders of RAAC Class A Common Stock, removal of provisions relating to the Trust Account and removal provisions relating to initial business combination requirements;

•        increase the total number of authorized shares of capital stock, par value $0.0001 per share, from 101,000,000shares, consisting of 100,000,000shares of common stock, including 75,000,000shares of Class A Common Stock, 10,000,000shares of RAAC Class B Common Stock and 15,000,000shares of RAAC Class C Common Stock, and 1,000,000shares of preferred stock, to 410,000,000shares, consisting of 400,000,000shares of common stock, including 385,000,000shares of Class A common stock, no shares of Class B common stock and 15,000,000shares of Class C common stock, and 10,000,000shares of preferred stock;

•        classify the board of directors so that there shall be three classes of directors serving staggered terms, with the terms of Class I, Class II and Class III directors expiring at the annual meeting of stockholders to be held in 2022, 2023 and 2024, respectively, and each term expiring three years thereafter, in each case;

•        removal of the ability of stockholders to act by written consent in lieu of a meeting;

•        provide that certain amendments to provisions of the New Berkshire Grey Charter will require the approval of at least two-thirds of New Berkshire Grey’s then-outstanding shares of capital stock entitled to vote on such amendment, including amendments to the provision relating to the inability of stockholders to act by written consent, the procedure for calling a special stockholder meeting, the classified nature of the board of directors and the limitation of liability to directors;

•        provide that certain amendments to New Berkshire Grey’s bylaws will require the approval of at least two-thirds of New Berkshire Grey’s then-outstanding shares of capital stock entitled to vote on such amendment, provided that if the board of directors of New Berkshire Grey recommends such approval, such amendment will only require the approval of at least a majority of New Berkshire Grey’s then-outstanding shares of capital stock entitled to vote on such amendment;

•        provide that New Berkshire Grey shall not be governed by Section 203 of the DGCL; and

•        removal of the provision naming the Court of Chancery of the State of Delaware as the sole and exclusive forum for any derivative action or proceeding brought on behalf of RAAC, any action asserting a claim of breach of a fiduciary duty owed by a director, officer, employee or agent of RAAC or the aiding and abetting of such alleged breach, any action asserting a claim against RAAC or its directors, officers or employees pursuant to any provision of the DGCL or of the RAAC A&R Charter and any action asserting a claim against RAAC or its directors, officer or employees governed by the internal affairs doctrine.

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The New Berkshire Grey Charter differs in material respects from the RAAC A&R Charter and we urge stockholders to carefully consult the information set out in the section “Proposal No. 3 — The Charter Proposal” and “Proposal No. 4 — The Advisory Charter Proposals” and the full text of the New Berkshire Grey Charter, attached to this proxy statement/prospectus as Annex H.

Reasons for the Amendments

Each of these amendments was negotiated as part of the Business Combination. For a discussion of the reasons for the approval of certain provisions in the New Berkshire Grey Charter, see “The Advisory Charter Proposals — Reasons for the Approval of the Advisory Charter Proposals” below.

Vote Required for Approval

The Charter Proposal is conditioned upon the approval of the Business Combination Proposal, the Nasdaq Proposal and the Incentive Plan Proposal. If such proposals are not approved, the Charter Proposal will have no effect, even if approved by our stockholders.

Approval of the Charter Proposal requires the affirmative vote of holders of a majority of the outstanding shares of RAAC Common Stock, voting together as a single class. Failure to submit a proxy or to vote by attending the RAAC Special Meeting virtually, an abstention from voting or a broker non-vote will have the same effect as a vote “AGAINST” such proposal.

Recommendation of the RAAC Board

THE RAAC BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE CHARTER PROPOSAL.

The existence of financial and personal interests of RAAC’s directors may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of RAAC and its stockholders and what they may believe is best for themselves in determining to recommend that stockholders vote for the proposals. See “Business Combination — Interests of RAAC Directors and Officers and the Sponsor in the Business Combination” beginning on page 169 of this proxy statement/prospectus.

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Proposal No. 4 — THE ADVISORY CHARTER PROPOSALS

Assuming the Business Combination Proposal, the Nasdaq Proposal and the Charter Proposal are approved, holders of RAAC Common Stock are being asked to vote upon, on a non-binding advisory basis, seven separate proposals to approve certain governance provisions contained in the New Berkshire Grey Charter (a copy of which is included in this proxy statement/prospectus as Annex H). This separate vote is not otherwise required by Delaware law separate and apart from the Charter Proposal but, pursuant to SEC guidance, RAAC is required to submit these provisions to its stockholders separately for approval, allowing stockholders the opportunity to present their separate views on important governance provisions. However, the stockholder votes regarding these proposals are advisory votes, and are not binding on RAAC or the RAAC Board (separate and apart from the approval of the Charter Proposal). In the judgment of the RAAC Board, these provisions are necessary to adequately address the needs of New Berkshire Grey. The following are the Advisory Charter Proposals presented:

•        Advisory Charter Proposal A — to approve an increase of the total number of authorized shares of capital stock of RAAC, par value $0.0001 per share, from 101,000,000shares, consisting of 100,000,000shares of common stock, including 75,000,000shares of Class A common stock, 10,000,000shares of Class B common stock and 15,000,000shares of Class C common stock, and 1,000,000shares of preferred stock, to 410,000,000shares, consisting of 400,000,000shares of common stock, including 385,000,000shares of Class A common stock, no shares of Class B common stock and 15,000,000shares of Class C common stock, and 10,000,000shares of preferred stock;

•        Advisory Charter Proposal B — to approve the classification of the board of directors of New Berkshire Grey into three classes, designated as Class I, Class II and Class III, with the initial term of the Class I, Class II and Class III directors expiring at the annual meeting of stockholders to be held in 2022, 2023 and 2024, respectively, and each term expiring three years thereafter, in each case;

•        Advisory Charter Proposal C — to authorize the removal of the ability of New Berkshire Grey stockholders to take action by written consent in lieu of a meeting;

•        Advisory Charter Proposal D — to approve that certain amendments to provisions of the New Berkshire Grey Charter would require the approval of at least two-thirds of New Berkshire Grey’s then-outstanding shares of capital stock entitled to vote on such amendment, including amendments to provisions relating to the inability of stockholders to act by written consent, the procedure for calling a special stockholder meeting, the classified nature of the board of directors and limitation of liability to directors;

•        Advisory Charter Proposal E — to approve that certain amendments to provisions of the Proposed Bylaws would require the approval of at least two-thirds of New Berkshire Grey’s then-outstanding shares of capital stock entitled to vote on such amendment to the Proposed Bylaws, provided that if the board of directors of New Berkshire Grey recommends such approval, such amendment will only require the approval of at least a majority of New Berkshire Grey’s then-outstanding shares of capital stock entitled to vote on such amendment;

•        Advisory Charter Proposal F — to provide that New Berkshire Grey will not be governed by Section 203 of the DGCL; and

•        Advisory Charter Proposal G — to amend and restate the RAAC A&R Charter to authorize all other changes in connection with the replacement of RAAC A&R Charter with the New Berkshire Grey Charter, including (i) changing the RAAC’s corporate name from “Revolution Acceleration Acquisition Corp” to “Berkshire Grey, Inc.”, (ii) making New Berkshire Grey’s corporate existence perpetual, (iii) removal of the provision naming the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain stockholder litigation (though the Proposed Bylaws will set forth such a provision), and (v) removing various provisions applicable only to special purpose acquisition companies will no longer be applicable upon consummation of the merger, all of which the RAAC Board believes is necessary to adequately address the needs of New Berkshire Grey after the Business Combination.

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Reasons for the Amendments

Common Stock

The primary purpose of this proposal is to authorize additional shares of RAAC Common Stock, which will be used to issue shares pursuant to the Merger Agreement, in connection with the PIPE Investment, under the Incentive Equity Plan, and for general corporate purposes. The RAAC Board believes that it is important for New Berkshire Grey to have available for issuance a number of authorized shares of Common Stock and preferred stock sufficient to support its growth and to provide flexibility for future corporate needs (including, if needed, as part of financing for future growth acquisitions). Notwithstanding the foregoing, authorized but unissued shares of Common Stock may enable New Berkshire Grey’s board of directors to render it more difficult or to discourage an attempt to obtain control of New Berkshire Grey and thereby protect continuity of or entrench its management, which may adversely affect the market price of shares of New Berkshire Grey Common Stock. If, in the due exercise of its fiduciary obligations, for example, the New Berkshire Grey Board were to determine that a takeover proposal was not in the best interests of New Berkshire Grey, such shares could be issued by the New Berkshire Grey Board without stockholder approval in one or more private placements or other transactions that might prevent or render more difficult or make more costly the completion of any attempted takeover transaction by diluting voting or other rights of the proposed acquirer or insurgent stockholder group, by creating a substantial voting bloc in institutional or other hands that might support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise. The authorization of additional shares will, however, enable New Berkshire Grey to have the flexibility to authorize the issuance of shares in the future for financing its business, for acquiring other businesses, for forming strategic partnerships and alliances and for stock dividends and stock splits. New Berkshire Grey currently has no such plans, proposals, or arrangements, written or otherwise, to issue any of the additional authorized shares for such purposes.

Classified Board

Under the RAAC A&R Charter, the RAAC Board has no classes. This amendment provides that New Berkshire Grey Board will be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term. We believe that the classification of the New Berkshire Grey Board will enhance the likelihood of continuity and stability in the composition of the New Berkshire Grey Board, avoid costly takeover battles, reduce New Berkshire Grey’s vulnerability to a hostile change of control and enhance the ability of the New Berkshire Grey Board to maximize stockholder value in connection with any unsolicited offer to acquire the company.

Removal of Ability to Take Action by Written Consent

Under the New Berkshire Grey Charter and New Berkshire Grey Bylaws, New Berkshire Grey stockholders will have the ability to propose items of business (subject to the restrictions set forth therein) at duly convened stockholder meetings. Eliminating the right of stockholders to act by written consent limits the circumstances under which stockholders can act on their own initiative to remove directors, or alter or amend New Berkshire Grey’s organizational documents outside of a duly called special or annual meeting of the stockholders of New Berkshire Grey. Further, the RAAC Board believes continuing to limit stockholders’ ability to act by written consent will reduce the time and effort the board of directors and management would need to devote to stockholder proposals, which time and effort could distract directors and management from other important company business.

In addition, the elimination of the stockholders’ ability to act by written consent may have certain anti-takeover effects by forcing a potential acquirer to take control of the board of directors only at a duly called special or annual meeting. However, this proposal is not in response to any effort of which RAAC is aware to obtain control of New Berkshire Grey, and RAAC and its management do not presently intend to propose other anti-takeover measures in future proxy solicitations. Further, the RAAC Board does not believe that the effects of the elimination of stockholder action by written consent will create a significant impediment to a tender offer or other effort to take control of New Berkshire Grey. Inclusion of these provisions in the New Berkshire Grey Charter and Proposed Bylaws might also increase the likelihood that a potential acquirer would negotiate the terms of any proposed transaction with the board of directors and thereby help protect stockholders from the use of abusive and coercive takeover tactics.

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Charter Amendment

The principal purpose of this proposal to require the approval by affirmative vote of holders of at least two-thirds of the voting power of New Berkshire Grey’s then outstanding capital stock entitled to vote on certain amendments to the New Berkshire Grey Charter, including amendments to provisions relating to the inability of stockholders to act by written consent, the procedure for calling a special stockholder meeting, the classified nature of the board of directors and limitation of liability to director, is to protect key provisions of the New Berkshire Grey Charter from arbitrary amendment and to prevent a simple majority of stockholders from taking actions that may be harmful to other stockholders or making changes to provisions that are intended to protect all stockholders.

Bylaw Amendment

The principal purpose of this proposal to require the approval by affirmative vote of holders of at least two-thirds of the voting power of New Berkshire Grey’s then outstanding capital stock entitled to vote on amendments to the Proposed Bylaws, provided that if the New Berkshire Grey Board recommends such amendment, such amendment will only require the approval of at least a majority of New Berkshire Grey’s then-outstanding shares of capital stock entitled to vote on such amendment, is to protect key provisions of the New Berkshire Grey Bylaws from arbitrary amendment and to prevent a simple majority of stockholders from taking actions, unless the New Berkshire Grey Board provides its previous approval, that may be harmful to other stockholders or making changes to provisions that are intended to protect all stockholders.

Section 203

The New Berkshire Grey Charter explicitly “opts out” of Section 203 of the DGCL. Opting out of Section 203 of the DGCL allows New Berkshire Grey to establish its own rules governing business combinations with interested parties.

Additional Changes

Corporate Name

The RAAC Board believes that changing the corporate name from “Revolution Acceleration Acquisition Corp” to “Berkshire Grey, Inc.” is desirable to reflect the merger with Berkshire Grey and to clearly identify New Berkshire Grey as the publicly traded entity.

Perpetual Existence

The RAAC Board believes that making New Berkshire Grey’s corporate existence perpetual is desirable to reflect the Business Combination. Additionally, perpetual existence is the usual period of existence for public corporations, and the RAAC Board believes that it is the most appropriate period for New Berkshire Grey following the merger.

Exclusive Forum

While the New Berkshire Grey Charter will remove the provision naming the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain stockholder litigation, the Proposed Bylaws will adopt Delaware as the exclusive forum for certain stockholder litigation. This is intended to assist New Berkshire Grey in avoiding multiple lawsuits in multiple jurisdictions regarding the same matter. The ability to require such claims to be brought in a single forum will help to assure consistent consideration of the issues, the application of a relatively known body of case law and level of expertise and should promote efficiency and cost-savings in the resolutions of such claims. The RAAC Board believes that the Delaware courts are best suited to address disputes involving such matters given that New Berkshire Grey will be incorporated in Delaware. Delaware law generally applies to such matters and the Delaware courts have a reputation for expertise in corporate law matters. Delaware offers a specialized Court of Chancery to address corporate law matters, with streamlined procedures and processes which help provide relatively quick decisions. This accelerated schedule can minimize the time, cost and uncertainty of litigation for all parties. The Court of Chancery has developed considerable expertise with respect to corporate law issues, as well as a substantial and influential body of case law construing Delaware’s corporate law and long-standing precedent regarding corporate governance. This provides stockholders and the post-combination company with more predictability regarding the

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outcome of intra-corporate disputes. In the event the Court of Chancery does not have jurisdiction, the other state courts located in Delaware would be the most appropriate forums because these courts have more expertise on matters of Delaware law compared to other jurisdictions.

In addition, this amendment would promote judicial fairness and avoid conflicting results, as well as make New Berkshire Grey’s defense of applicable claims less disruptive and more economically feasible, principally by avoiding duplicative discovery.

The Proposed Bylaws also adopt the United States District Court for the District of Massachusetts as the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, unless we consent in writing to an alternative forum, is intended to allow for the consolidation of multi-jurisdiction litigation, avoid state court forum shopping, provide efficiencies in managing the procedural aspects of securities litigation and reduce the risk that the outcome of cases in multiple jurisdictions could be inconsistent. We have chosen the United States District Court for the District of Massachusetts as the exclusive forum for such Securities Act causes of action because Berkshire Grey’s principal executive offices are located in Massachusetts.

We note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As noted above, the Proposed Bylaws will designate the United States District Court for the District of Massachusetts as the sole and exclusive forum for resolving any action asserting a claim arising under the Securities Act. Accordingly, there is uncertainty as to whether a court would enforce such provision.

Provisions Related to Status as Special Purpose Acquisition Company

The elimination of certain provisions related to RAAC’s status as special purpose acquisition company is desirable because these provisions will serve no purpose following the Business Combination. For example, certain provisions in our the RAAC Charter require that proceeds from RAAC’s IPO be held in the Trust Account until a business combination or liquidation of RAAC has occurred. These provisions cease to apply once the Business Combination is consummated and are therefore not included in the New Berkshire Grey Charter.

Vote Required for Approval

No proposal is conditioned upon the approval of the Advisory Charter Proposals.

The approval of each of the Advisory Charter Proposals, each of which is a non-binding vote, requires the affirmative vote of holders of a majority of the votes cast by holders of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. Failure to submit a proxy or to vote by attending the RAAC Special Meeting virtually, an abstention from voting or a broker non-vote will have no effect on the Advisory Charter Proposals.

THE RAAC BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF EACH OF THE ADVISORY CHARTER PROPOSALS.

The existence of financial and personal interests of RAAC’s directors may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of RAAC and its stockholders and what they may believe is best for themselves in determining to recommend that stockholders vote for the proposals. See “Business Combination — Interests of RAAC Directors and Officers and the Sponsor in the Business Combination” beginning on page 169 of this proxy statement/prospectus.

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PROPOSAL NO. 5 — THE INCENTIVE PLAN PROPOSAL

Overview

Assuming the Business Combination Proposal, the Nasdaq Proposal and the Charter Proposal are approved, holders of RAAC Common Stock are being asked to approve the Incentive Plan Proposals. The RAAC Board adopted the 2021 Plan on             , 2021, subject to stockholder approval at the RAAC Special Meeting. If the 2021 Plan is approved by our stockholders, the 2021 Plan will become effective on the date of closing of the Business Combination. If the 2021 Plan is not approved by our stockholders, it will not become effective and no stock awards will be granted thereunder. The 2021 Plan is described in more detail below. This summary is qualified in its entirety by reference to the complete text of the 2021 Plan, the form of such Incentive Equity Plan which is attached to this proxy statement/prospectus as Annex G.

The 2021 Plan is intended to replace the Amended and Restated 2013 Stock Option and Purchase Plan of Berkshire Grey, Inc. (the “2013 Plan”). The New Berkshire Grey Board will terminate the 2013 Plan, effective as of and contingent upon the Closing. Following the Closing, no additional stock awards will be granted under the 2013 Plan, although all outstanding stock awards granted under the 2013 Plan immediately prior to the Closing will be assumed by us and continue to be subject to the terms and conditions as set forth in the agreements evidencing such stock awards and the terms of the 2013 Plan.

Reasons to Approve the 2021 Plan

The purpose of the 2021 Plan is to encourage and enable officers, employees, non-employee directors and consultants of New Berkshire Grey, upon whose judgment, initiative and efforts New Berkshire Grey depends for the successful conduct of the business, to acquire a proprietary interest in New Berkshire Grey. We consider equity compensation to be a vital element of our compensation program and believe that the ability to grant stock awards at competitive levels is in the best interest of us and our stockholders. Our board of directors believes the 2021 Plan is critical in enabling us to grant stock awards as an incentive and retention tool as we continue to compete for talent.

Approval of the 2021 Plan by our stockholders is required, among other things, to comply with stock exchange rules requiring stockholder approval of equity compensation plans and allow the grant of incentive stock options under the 2021 Plan.

Description of the 2021 Plan

Set forth below is a summary of the material features of the 2021 Plan. The 2021 Plan is set forth in its entirety as Annex G to this proxy statement/prospectus, and all descriptions of the 2021 Plan contained in this Incentive Plan Proposal are qualified by reference to Annex G.

Purpose

The 2021 Plan is intended to (i) attract and retain the best available personnel to ensure our success and accomplish our goals; (ii) incentivize employees, directors and independent contractors with long-term equity-based compensation to align their interests with our stockholders, and (iii) promote the success of our business.

Types of Stock Awards

The 2021 Plan permits the grant of incentive stock options, nonstatutory stock options, stock appreciation rights (“SARs”), restricted stock, unrestricted stock, restricted stock units (“RSUs”), dividend equivalent rights and cash-based awards (all such types of awards, collectively, “stock awards”).

Share Reserve

Number of Shares

Subject to adjustments as set forth in the 2021 Plan, the maximum aggregate number of shares of Berkshire Grey Common Stock that may be issued under the 2021 Plan will be equal to approximately 5% of the total outstanding capital stock of New Berkshire Grey as of the date of the Closing on an as converted basis (the “Initial Limit”), plus

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any the number of shares of Berkshire Grey Common Stock which remain available for issuance under the 2013 Plan as of immediately prior to stockholder approval of the 2021 Plan. The shares may be authorized, but unissued, or reacquired Berkshire Grey Common Stock. Furthermore, subject to adjustments as set forth in the 2021 Plan, in no event will the maximum aggregate number of shares that may be issued under the 2021 Plan pursuant to incentive stock options exceed ten times the Initial Limit.

The number of shares available for issuance under the 2021 Plan will be increased on the first day of each fiscal year beginning with the 2022 fiscal year in an amount equal to the lesser of (i) five percent (5%) of the outstanding shares on the last day of the immediately preceding fiscal year and (ii) such lower number of shares, as determined by the Plan Administrator.

Lapsed Awards

The shares underlying any awards under the 2021 Plan and the 2013 Plan that are forfeited, canceled or otherwise terminated (other than by exercise) shall be added back to the shares of stock available for issuance under the 2021 Plan and, to the extent permissible, the shares of stock that may be issued as incentive stock options. Nonetheless, the following shares shall not be added to the shares authorized for grant under the 2021 Plan: (i) shares tendered or held back upon exercise of a stock option or settlement of a stock award to cover the exercise price or tax withholding, and (ii) shares subject to a SAR that are not issued in connection with the stock settlement of the SAR upon exercise thereof. If New Berkshire Grey repurchases shares of stock on the open market, such shares shall not be added to the shares of stock available for issuance under the 2021 Plan. The shares available for issuance under the 2021 Plan may be authorized but unissued shares of stock or shares of stock reacquired by New Berkshire Grey.

Eligibility

Employees, directors and independent contractors of us or our affiliates are all eligible to participate in the 2021 Plan. Incentive stock options may only be granted to employees. Following the closing of the Business Combination, New Berkshire Grey is expected to have approximately 300 employees, seven directors and one independent contractor who will be eligible to be granted awards under the 2021 Plan.

Administration

The 2021 Plan will be administered by our board of directors, the compensation committee or a similar committee performing the functions of the compensation committee, which committee will be constituted to satisfy applicable laws (the “Plan Administrator”). The Plan Administrator may, in its sole discretion, delegate to a committee consisting of one or more officers of New Berkshire Grey, including the chief executive officer, all or part of the Plan Administrator’s authority and duties with respect to granting stock awards to individuals who are (i) not subject Section 16 of the Exchange Act and (ii) not members of the delegated committee. Such delegation of authority shall include a limitation as to the amount of shares of stock underlying stock awards that may be granted during the period of such delegation and shall additionally contain guidelines as to the determination of the exercise price and vesting criteria, as applicable.

Subject to the terms of the 2021 Plan, the Plan Administrator has the authority, in its discretion, to (i) determine the time or times to grant stock awards under the 2021 Plan; (ii) select the service providers to whom stock awards may be granted under the 2021 Plan; (iii) determine the number of shares to be covered by each stock award granted under the 2021 Plan; (iv) approve forms of stock award agreements for use under the 2021 Plan; (v) determine and modify, from time to time, the terms and conditions, not inconsistent with the terms of the 2021 Plan, of any stock award granted thereunder; (vi) institute and determine the terms and conditions of an exchange program under the terms of the 2021 Plan (subject to stockholder approval); (vii) construe and interpret the terms of the 2021 Plan and stock awards granted pursuant to the 2021 Plan; (viii) decide all disputes arising in connection with the 2021 Plan; (ix) prescribe, amend and rescind rules and regulations relating to the 2021 Plan; (x) modify or amend each stock award (subject to the terms of the 2021 Plan); (xi) supervise the administration of the 2021 Plan; (xii) allow participants to satisfy tax withholding obligations in such manner as prescribed in the 2021 Plan; (xiii) extend at any time the period in which stock options may be exercised (subject to the terms of the 2021 Plan); (xiv) accelerate at any time the exercisability or vesting of all or any portion of any stock award; and (xv) make all other determinations deemed necessary or advisable for administering the 2021 Plan.

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Stock Options

Each stock option will be designated in the stock award agreement as either an incentive stock option (which is entitled to potentially favorable tax treatment) or a nonstatutory stock option. However, notwithstanding such designation, to the extent that the aggregate fair market value of the shares with respect to which incentive stock options are exercisable for the first time by the participant during any calendar year exceeds $100,000, such stock options will be treated as nonstatutory stock options. Incentive stock options may only be granted to employees.

The term of each stock option will be stated in the stock award agreement. In the case of an incentive stock option, the term will be 10 years from the date of grant or such shorter term as may be provided in the stock award agreement. Moreover, in the case of an incentive stock option granted to a participant who owns stock representing more than 10% of the total combined voting power of all classes of our stock or the stock of any of our affiliates, the term of the incentive stock option will be 5 years from the date of grant or such shorter term as may be provided in the stock award agreement.

The per share exercise price for the shares to be issued pursuant to exercise of a stock option will be determined by the Plan Administrator, subject to the following: in the case of an incentive stock option (i) granted to an employee who, at the time the incentive stock option is granted, owns stock representing more than 10% of the voting power of all classes of our stock or the stock of any of our affiliates, the per share exercise price will be no less than 110% of the fair market value per share on the date of grant; and (ii) granted to any other employee, the per share exercise price will be no less than 100% of the fair market value per share on the date of grant. In the case of a nonstatutory stock option, the per share exercise price will be no less than 100% of the fair market value per share on the date of grant. Notwithstanding the foregoing, stock options may be granted with a per share exercise price of less than 100% of the fair market value per share on the date of grant (i) if such stock option is otherwise compliant with Section 409A of the Code, (ii) if the option recipient is not subject to U.S. income tax on the date of grant or (iii) pursuant to a corporate reorganization, liquidation, etc., described in, and in a manner consistent with, Section 424(a) of the Code.

At the time a stock option is granted, the Plan Administrator will fix the period within which the stock option may be exercised and will determine any conditions that must be satisfied before the stock option may be exercised. The Plan Administrator will also determine the acceptable form of consideration for exercising a stock option, including the method of payment. In the case of an incentive stock option, the Plan Administrator will determine the acceptable form of consideration at the time of grant.

If a participant ceases to be a service provider other than for “Cause” (as defined in the stock award agreement), the participant may exercise his or her stock option within such period of time as is specified in the stock award agreement to the extent that the stock option is vested on the date of termination (but in no event later than the expiration of the term of such stock option). In the absence of a specified time in the stock award agreement, to the extent vested as of a participant’s termination, the stock option will remain exercisable for 12months following a termination for death or disability (as determined by the Plan Administrator), and three months following a termination for any other reason. Any outstanding stock option (including any vested portion thereof) held by a participant will immediately terminate in its entirety upon the participant being first notified of his or her termination for Cause and the participant will be prohibited from exercising his or her stock option from and after the date of such termination.

Stock Appreciation Rights (SARs)

The Plan Administrator will determine the terms and conditions of each SAR, provided that the exercise price for each SAR will be no less than 100% of the fair market value of the underlying shares of New Berkshire Grey Common Stock on the date of grant. Upon exercise of a SAR, a participant will receive payment from us in an amount determined by multiplying the difference between the fair market value of a share on the date of exercise over the exercise price by the number of shares with respect to which the SAR is exercised. SARs are exercisable at the times and on the terms established by the Plan Administrator.

Restricted Stock and RSUs

Restricted stock awards are grants of shares of New Berkshire Grey Common Stock that are subject to various restrictions, including restrictions on transferability and forfeiture provisions. Shares of restricted stock will vest and the restrictions on such shares will lapse in accordance with terms and conditions established by the Plan Administrator.

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Each RSU is a bookkeeping entry representing an amount equal to the fair market value of one share of New Berkshire Grey Common Stock. Upon meeting the applicable vesting criteria, the participant will be entitled to receive a payout for his or her earned RSUs as determined by the Plan Administrator in the form of cash or shares.

In determining whether restricted stock or RSUs should be granted, and/or the vesting schedule for such a stock award, the Plan Administrator may impose whatever conditions on vesting as it determines to be appropriate.

During the period of restriction, participants holding restricted stock may exercise full voting rights with respect to such shares, provided, however, that the participant shall not receive any dividends otherwise payable with respect to such restricted stock during the period of restriction if such restrictions relate to the attainment of performance goals, which such dividends shall accrue and become payable upon the attainment of such performance goals.

During the vesting period, participants holding RSUs will hold no voting rights by virtue of such RSUs. The Plan Administrator may, in its sole discretion, award dividend equivalents in connection with the grant of RSUs that may be settled in cash, in shares of equivalent value, or in some combination thereof.

Unrestricted Stock Awards

An unrestricted stock award is an award of shares to an eligible person without a purchase price that is not subject to any restrictions. The Plan Administrator will determine the number of shares to be awarded to the participant under an unrestricted stock award.

Outside Director Limitations

Stock awards granted during a single calendar year under the 2021 Plan or otherwise, taken together with any cash compensation paid during such calendar year will not exceed $750,000 in total value for any non-employee director (calculating the value of any such stock awards based on the grant date fair value of such stock awards for financial reporting purposes), provided, however that such limit shall be $1,000,000 in any non-employee director’s first year of service as a non-employee director.

Leaves of Absence/Transfer Between Locations

A participant will not cease to be an employee in the case of (i) any leave of absence approved by the participant’s employer if the employee’s right to reemployment is guaranteed by a statute, contract or by the policy pursuant to which the leave of absence was granted, or if the Plan Administrator otherwise so provides in writing or (ii) transfers between us and any of our affiliates.

Nontransferability of Stock Awards

Unless determined otherwise by the Plan Administrator, a stock award may not be sold, assigned, transferred, or otherwise encumbered or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the participant, only by the participant. If the Plan Administrator makes a nonstatutory stock option transferable, such stock option will contain such additional terms and conditions as the Plan Administrator deems appropriate provided, however, that in no event may any stock award be transferred for consideration.

Clawback/Recovery

Notwithstanding any provisions to the contrary under the 2021 Plan, a stock award granted under the 2021 Plan will be subject to any clawback policy as may be established and/or amended from time to time by us.

Adjustment

In the event of reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in our capital stock, the outstanding shares of stock are increased or decreased or are exchanged for a different number or kind of shares or other of our securities, or additional shares or new or different shares or other securities of ours or other non-cash assets are distributed with respect to such shares of stock or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of New Berkshire Grey,

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the outstanding shares of stock are converted into or exchanged for securities of New Berkshire Grey or any successor entity (or a parent or subsidiary thereof), the Plan Administrator, in order to prevent dilution, diminution or enlargement of the benefits or potential benefits intended to be made available under the 2021 Plan, will, in such manner as it may deem equitable, adjust the number, kind and class of securities that may be delivered under the 2021 Plan, the number, class, kind and price of securities covered by each outstanding stock award and/or the repurchase or exercise prices (as applicable) of such stock awards; provided that all such adjustments will be made in a manner that does not result in taxation under Section 409A of the Internal Revenue Code (“Section 409A”).

Corporate Transaction

In the event of (i) a transfer of all or substantially all of our assets on a consolidated bases to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the our outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the sale of all of our shares of stock to an unrelated person, entity or group thereof acting in concert, or (iv) any other transaction in which the owners of New Berkshire Grey’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of New Berkshire Grey or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly from us, each outstanding stock award (vested or unvested) may be assumed, continued or substituted with stock awards of the successor entity, with an appropriate adjustment as to the number and kind of shares and, as applicable, the per share exercise prices, as agreed to by the parties. If such assumption, continuation or substitution does not occur, the 2021 Plan and all stock awards shall terminate and upon such termination, except as otherwise provided in an applicable stock award agreement, all stock awards with time-based vesting conditions shall become fully vested, nonforfeitable and, if applicable, exercisable, as of the effective time of such corporate transaction. In addition, all stock awards with performance-based vesting restrictions may become vested and nonforfeitable in connection with such corporate transaction in the discretion of the Plan Administrator, or as otherwise provided in the applicable stock award agreement. In the event of such termination of the 2021 Plan, Berkshire Grey may provide for (i) the cancellation of such stock options and SARs in exchange for a payment to the participants equal to the excess of (1) the fair market value of the shares subject to such stock options and SARs as of the closing date of such corporate transaction over (2) the exercise price or purchase price paid or to be paid for the shares subject to the stock options or SARs; provided, that, if the exercise price or purchase price for such stock awards equals or exceeds the fair market value of the shares subject to such stock awards, then the stock awards may be terminated without payment or (ii) the opportunity for participants to exercise their stock options or SARs prior to the occurrence of the corporate transaction of any stock options or SARS not exercised prior thereto. In addition, New Berkshire Grey may, in its own discretion, make or provide for a payment, in cash or in kind, to the holders of other stock awards (other than stock options or SARs) in an amount equal to the fair market value of the shares subject to such stock awards multiplied by the number of vested shares of stock underlying such stock awards.

Amendment, Termination and Duration of the 2021 Plan

If approved by our stockholders, the 2021 Plan will continue in effect for a term of 10 years measured from the Effective Date (as defined in the 2021 Plan), unless terminated earlier under the terms of the 2021 Plan. The Plan Administrator may at any time amend, alter, suspend or terminate the 2021 Plan.

U.S. Federal Tax Aspects

A participant who receives a stock option or SAR will not have taxable income upon the grant of the stock option or SAR. For nonstatutory stock options and SARs, the participant will recognize ordinary income upon exercise in an amount equal to the excess of the fair market value of the shares over the exercise price — the appreciation value — on the date of exercise. Any additional gain or loss recognized upon any later disposition of the shares generally will be long-term or short-term capital gain or loss, depending on whether the shares are held for more than one year.

The purchase of shares upon exercise of an incentive stock option will not result in any taxable income to the participant, except for purposes of the alternative minimum tax. Gain or loss recognized by the participant on a later sale or other disposition of the shares will be capital gain or loss and/or ordinary income depending upon

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whether the participant holds the shares transferred upon exercise for a specified period. If the shares are held for the specified period, any gain generally will be taxed at long-term capital-gain rates. If the shares are not held for the specified period, generally any gain up to the excess of the fair market value of the shares on the date of exercise over the exercise price will be treated as ordinary income. Any additional gain generally will be taxable at long-term or short-term capital-gain rates, depending on whether the participant held the shares for more than one year after the exercise date.

A participant who receives restricted stock will not have taxable income until vesting unless the participant timely files an election under Section 83(b) of the Internal Revenue Code to be taxed at the time of grant. The participant will recognize ordinary income equal to the fair market value of the shares at the time of vesting less the amount paid for such shares (if any) if no such election is made. Any additional gain or loss recognized upon any later disposition of the shares generally will be long-term or short-term capital gain or loss, depending on whether the shares are held for more than one year. If a participant timely files a Section 83(b) election, the participant will recognize ordinary income equal to the fair market value of the shares at the time of purchase or grant less the amount paid for such shares (if any).

A participant who receives RSUs will not have taxable income upon grant of the stock award; instead the participant will be taxed upon settlement of the stock award. The participant will recognize ordinary income equal to the fair market value of the shares or the amount of cash received by the participant. In addition, Section 409A imposes certain restrictions on deferred compensation arrangements. Stock awards that are treated as deferred compensation under Section 409A are intended to meet the requirements of this section of the Internal Revenue Code.

Prior to the delivery of any shares or cash pursuant to a stock award (or exercise thereof) or prior to any time the stock award or shares are subject to taxation or other tax-related items, we and/or the participant’s employer will have the power and the right to deduct or withhold, or require a participant to remit to us, an amount sufficient to satisfy any tax-related items or other items that are required to be withheld or deducted or otherwise applicable with respect to such stock award.

The Plan Administrator may, at its discretion and pursuant to such procedures as it may specify from time to time, permit a participant to satisfy such withholding or deduction obligations or any other tax-related items, in whole or in part by (without limitation) paying cash, electing to have us withhold otherwise deliverable cash or shares, or remitting to us proceeds from the immediate sale of shares otherwise to be delivered to the participant; provided that, any proceeds derived from a cashless exercise must be limited to avoid financial accounting charges under applicable accounting guidance or shares must have been previously held for the minimum duration required to avoid financial accounting charges under applicable accounting guidance. The fair market value of the shares to be withheld or delivered will be determined based on such methodology that we deem to be reasonable and in accordance with applicable laws.

We will be entitled to a tax deduction in connection with a stock award under the 2021 Plan only in an amount equal to the ordinary income realized by the participant and at the time the participant recognizes the income. Section 162(m) of the Internal Revenue Code places a limit of $1million on the amount of compensation that we may deduct as a business expense in any year with respect to certain of our most highly paid executive officers. While the Plan Administrator considers the deductibility of compensation as one factor in determining executive compensation, the Plan Administrator retains the discretion to award and pay compensation that is not deductible as it believes that it is in the best interests of our stockholders to maintain flexibility in our approach to executive compensation and to structure a program that we consider to be the most effective in attracting, motivating and retaining key employees.

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New Plan Benefits

The 2021 Plan does not provide for set benefits or amounts of awards and we have not approved any stock awards that are conditioned on stockholder approval of the 2021 Plan. All future awards to executive officers, employees and consultants under the 2021 Plan are discretionary and cannot be determined at this time. Because anticipated awards to certain of our executive officers to be granted as of the Closing of the Business Combination are not calculable as of the date of this prospectus, we have not included them in the table below.

Name and Position	Dollar Value ($)(2)	Number of Shares/Units
Thomas Wagner Chief Executive Officer	—	—
Steven Johnson President and Chief Operating Officer	—	—
Mark Fidler Chief Financial Officer	—	—
All current executive officers as a group	—	—
All current directors who are not executive officers as a group	—	—
All employees, including all current officers who are not executive officers, as a group	—	—

Equity Compensation Plan Information

As of December31, 2020, we did not maintain any equity compensation plans.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	—	$	—	—
Equity compensation plans not approved by security holders	—		—	—
Total	—	$	—	—

Vote Required for Approval

The Incentive Plan Proposal is conditioned upon the approval of the Business Combination Proposal, the Nasdaq Proposal and the Charter Proposal. If such proposals are not approved, the Incentive Plan Proposal will have no effect, even if approved by our stockholders.

Approval of the Incentive Plan Proposal requires the affirmative vote of holders of a majority of the votes cast by holders of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. Failure to submit a proxy or to vote by attending the RAAC Special Meeting virtually, an abstention from voting or a broker non-vote will have no effect on the Incentive Plan Proposal.

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Resolution

The full text of the resolution to be passed is as follows:

“RESOLVED, that New Berkshire Grey’s adoption of the 2021 Stock Option and Incentive Plan for New Berkshire Grey, Inc. and any form award agreements thereunder, be approved, ratified and confirmed in all respects”.

Recommendation of RAAC’s Board of Directors

THE RAAC BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE RAAC STOCKHOLDERS VOTE “FOR” THE APPROVAL OF INCENTIVE PLAN PROPOSAL.

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Proposal No. 6 — THE EXISTING DIRECTOR ELECTION PROPOSAL

Overview

Holders of RAAC Class B Common Stock and RAAC Class C Common Stock are being asked to elect the members of the RAAC Board. The RAAC Special Meeting constitutes the 2021 annual meeting of the RAAC stockholders. Pursuant to the RAAC A&R Charter, each member of the RAAC Board is to serve a two-year term.

John K. Delaney, Stephen M. Case, Steven A. Museles, Phyllis R. Caldwell and Jason M. Fish are nominated for election at the RAAC Special Meeting, to hold office until the earlier of the closing of the Business Combination and the 2023 annual meeting of the RAAC Stockholders, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death.

If each of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, the Incentive Plan Proposal and the Business Combination Director Election Proposal is approved, in connection with the closing of the Business Combination, each of our existing directors, including the directors elected pursuant to the Existing Director Election Proposal other than John K. Delaney, will resign from the RAAC Board, the New Berkshire Grey Charter will be adopted and the directors elected pursuant to the Business Combination Director Election Proposal will take office to serve pursuant to the terms of the New Berkshire Grey Charter. See the section entitled “Management After the Business Combination” of this proxy statement/prospectus for more information.

Information regarding each nominee is set forth in the section entitled “Management of RAAC” beginning on page 102 of this proxy statement/prospectus.

Vote Required for Approval

The Existing Director Election Proposal is not conditioned on any other proposal.

Approval of the Existing Director Election Proposal requires the affirmative vote of holders of a plurality of the votes cast by holders of RAAC Class B Common Stock and RAAC Class C Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. Failure to vote by proxy or to vote in person online at the special meeting and broker non-votes will have no effect on the vote since a plurality of the votes cast is required for the election of each nominee.

Recommendation of the RAAC Board

THE RAAC BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF EACH OF THE OF EXISTING DIRECTOR PROPOSALS.

The existence of financial and personal interests of RAAC’s directors may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of RAAC and its stockholders and what they may believe is best for themselves in determining to recommend that stockholders vote for the proposals. See “Business Combination — Interests of RAAC Directors and Officers and the Sponsor in the Business Combination” beginning on page 169 of this proxy statement/prospectus.

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Proposal No. 7 — THE BUSINESS COMBINATION DIRECTOR ELECTION PROPOSAL

Overview

Assuming the Business Combination Proposal, the Nasdaq Proposal and the Charter Proposal are approved, holders of RAAC Class B Common Stock and RAAC Class C Common Stock are being asked to elect the members of the New Berkshire Grey Board. Pursuant to the New Berkshire Grey Charter, there shall be three classes of directors serving staggered terms, with the terms of Class I, Class II and Class III directors expiring at the annual meeting of stockholders to be held in 2022, 2023 and 2024, respectively, and each term expiring three years thereafter, in each case.

Pursuant to the Merger Agreement, the Board of Directors of New Berkshire Grey shall consist of seven directors, which shall initially include six directors to be mutually agreed by RAAC and Berkshire Grey and one director to be designated by RAAC.

For election at the RAAC Special Meeting,             ,              and              are nominated as Class I directors,              and              are nominated as Class II directors, and Thomas Wagner and John K. Delaney are nominated as Class III directors, in each case to hold office upon the closing of the Business Combination and until, in the case of the Class I directors, the 2022 annual meeting of the stockholders, in the case of the Class II directors, the 2023 annual meeting of the stockholders, and in the case of the Class III directors, the 2024 annual meeting of the stockholders, and, in each case, until their respective successors are duly elected and qualified or until their earlier resignation, removal or death.

Information regarding each nominee is set forth in the section entitled “Management of New Berkshire Grey After the Business Combination” beginning on page 152 of this proxy statement/prospectus.

Vote Required for Approval

The Business Combination Director Election Proposal is conditioned upon the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal and the Incentive Plan Proposal. If such proposals are not approved, the Business Combination Director Election Proposal will have no effect, even if approved by our stockholders. Such proposals are not conditioned upon the approval of the Business Combination Director Election Proposal.

Approval of the Business Combination Director Election Proposal requires the affirmative vote of holders of a plurality of the votes cast by holders of RAAC Class B Common Stock and RAAC Class C Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. Failure to vote by proxy or to vote in person online at the special meeting and broker non-votes will have no effect on the vote since a plurality of the votes cast is required for the election of each nominee.

Recommendation of the RAAC Board

THE RAAC BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE APPROVAL OF EACH OF THE OF BUSINESS COMBINATION DIRECTOR PROPOSALS.

The existence of financial and personal interests of RAAC’s directors may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of RAAC and its stockholders and what they may believe is best for themselves in determining to recommend that stockholders vote for the proposals. See “The Business Combination — Interests of RAAC Directors and Officers and the Sponsor in the Business Combination” beginning on page 169 of this proxy statement/prospectus.

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Proposal No. 8 — The Adjournment Proposal

The Adjournment Proposal

The Adjournment Proposal, if adopted, will allow the RAAC Board to adjourn the RAAC Special Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to stockholders of RAAC in the event that, based on the tabulated votes, there are insufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, the Incentive Plan Proposal, the Existing Director Election Proposal or the Business Combination Director Election Proposal, or if holders of RAAC Class A Common Stock have elected to redeem a number of shares of RAAC Class A Common Stock such that RAAC would have less than $5,000,001 of net tangible assets or the amount in the Trust Account, plus the proceeds from the PIPE Investment, plus all other cash and cash equivalents of RAAC (after deducting the cash amounts required to satisfy the RAAC Stockholder redemptions, payment of any deferred underwriting commissions being held in the Trust Account and transaction costs of RAAC and its affiliates) does not equal or exceed $200,000,000. In no event will the RAAC Board adjourn the RAAC Special Meeting or consummate the Business Combination beyond the date by which it may properly do so under the RAAC A&R Charter and Delaware law.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by the RAAC Stockholders, the RAAC Board may not be able to adjourn the RAAC Special Meeting to a later date in the event that, based on the tabulated votes, there are not sufficient votes at the time of the RAAC Special Meeting to approve one or more of the proposals presented at the special meeting.

Vote Required for Approval

Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other proposals.

Approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the votes cast by holders of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. Failure to submit a proxy or to vote by attending the RAAC Special Meeting virtually, an abstention from voting or a broker non-vote will have no effect on the Adjournment Proposal.

Recommendation of RAAC’s Board of Directors

RAAC’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

The existence of financial and personal interests of Berkshire Grey’s directors may result in a conflict of interest on the part of one or more of the directors between what they may believe is in the best interests of Berkshire Grey and its stockholders and what they may believe is best for themselves in determining to recommend that stockholders vote for the proposals. See “The Business Combination — Interests of Certain Persons in the Business Combination” beginning on page 168 of this proxy statement/prospectus.

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INFORMATION ABOUT RAAC

Unless the context otherwise requires, all references in this section to “we,” “us,” or “our” refer to RAAC.

General

RAAC is a blank check company incorporated in the State of Delaware on September10, 2020 and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this proxy statement/prospectus as our initial business combination. While we may pursue our initial business combination target in any industry or geographic location (subject to certain limitations), we are focusing our search on target businesses in the financial services, healthcare, technology and consumer and media sectors in the United States. Prior to executing the Merger Agreement, RAAC’s efforts were limited to organizational activities, completion of RAAC’s IPO and the evaluation of possible business combinations.

Initial Public Offering and Private Placement

On September15, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs of RAAC in consideration for 8,625,000 founder shares. On November20, 2020, the Sponsor exchanged 4,791,667 founder shares, which were cancelled by RAAC, for 5,750,000 alignment shares. On November20, 2020, the Sponsor transferred 16,000 founder shares and 24,000 alignment shares to each of Mr.Museles, Ms. Caldwell and Mr.Fish, RAAC’s independent directors, and 50,000 founder shares and 50,000 alignment shares to Andrew Wallace, who serves as an advisor to the Sponsor and provides it with services in connection with the sourcing and completion of an initial business combination. In addition, each of RAAC’s officers and directors owns an indirect interest in RAAC’s securities through indirect ownership of the Sponsor. Up to 500,000 founder shares and 750,000 alignment shares were subject to forfeiture by the Sponsor, depending on the extent to which the underwriter’s over-allotment option was exercised. The underwriter fully exercised its over-allotment option concurrently with the closing of RAAC’s and such founder shares and alignment shares are therefore no longer subject to forfeiture. The issuances of founder shares and alignment shares were made pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act.

On December10, 2020, RAAC completed its IPO of 28,750,000 units, which included the full exercise by the underwriter of its over-allotment option in the amount of 3,750,000 units, at a price of $10.00 per unit, generating gross proceeds to RAAC of $287.5million. Each RAAC Unit consists of one share of RAAC’s Class A Common Stock and one-third of one RAAC Public Warrant. Each whole RAAC Public Warrant entitles the holder thereof to purchase one share of RAAC Class A Common Stock at a price of $11.50 per share, subject to certain adjustments.

Concurrently with the completion of RAAC’s IPO, the Sponsor purchased an aggregate of 5,166,667 RAAC Private Warrants at a price of $1.50 per private placement warrant in a private placement, each entitling the holder thereof to purchase one share of RAAC Class A Common Stock at a price of $11.50 per share, generating gross proceeds of $7.75million.

A total of $287,500,000, comprising proceeds from RAAC’s IPO and the sale of the RAAC Private Warrants, was placed in the Trust Account. Except with respect to interest earned on the funds held in the Trust Account that may be released to RAAC to pay its taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest of: (1) the completion of RAAC’s initial business combination; (2) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the RAAC A&R Charter (A) to modify the substance or timing of the RAAC’s obligation to allow redemptions in connection with its initial business combination or to redeem 100% of the Public Shares if RAAC does not complete its initial business combination within 24months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (3) the redemption of all of the Public Shares if it is unable to complete its initial business combination within 24months from the closing of the IPO, subject to applicable law.

Fair Market Value of Target Business

Nasdaq listing rules require that RAAC’s Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account). The RAAC Board determined that this test was met in connection with the proposed Business Combination.

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Stockholder Approval of Merger and Redemptions

RAAC is seeking stockholder approval of the Business Combination at the RAAC Special Meeting, at which shareholders may elect to redeem their shares, regardless of if or how they vote in respect of the Business Combination Proposal, into their pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the trust account and not previously released to us (net of taxes payable). RAAC will consummate the Business Combination only if we have net tangible assets of at least $5,000,001 upon such consummation and the Conditioned Proposals are approved. Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), shall be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares without the prior consent of RAAC. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares held by them, then any such shares in excess of that 15% limit would not be redeemed for cash without the prior consent of RAAC.

RAAC will complete the merger only if the holders of a majority of the votes cast by holders of shares of RAAC stock, voting together as a single class, present in person or represented by proxy at the RAAC Special Meeting vote in favor of the merger. A majority of the voting power of the issued and outstanding RAAC Common Stock entitled to vote at the RAAC Special Meeting must be present in person or represented by proxy at the RAAC Special Meeting to constitute a quorum and in order to conduct business at the RAAC Special Meeting. The holders of the founder shares and alignment shares, who currently own 25% of the issued and outstanding shares of RAAC Common Stock, will count towards this quorum. As of the RAAC record date for the RAAC Special Meeting, 19,166,667shares of RAAC Common Stock would be required to achieve a quorum. If RAAC Stockholders fail to approve the Business Combination Proposal or any of the other Conditioned Proposals, the Business Combination may not be consummated.

Voting Restrictions in Connection with Stockholder Meeting

Pursuant to the terms of the Sponsor Support Agreement entered into with RAAC and Berkshire Grey, the Sponsor, the Insiders, including RAAC’s officers and directors, have agreed to vote the shares of RAAC Common Stock beneficially owned or held by such parties in favor of the Business Combination. See “Other Agreements — Sponsor Support Agreement” beginning on page 190 of this proxy statement/prospectus. Pursuant to the terms of the Sponsor Support Agreement, the Sponsor, the Insiders, including RAAC’s officers and directors, have also agreed to vote all of the shares of RAAC Common Stock beneficially owned or held by such parties in favor of the Business Combination and certain related matters, including, among other things, in favor of all of the proposals set forth in this proxy statement/prospectus. See “Other Agreements — Sponsor Support Agreement” beginning on page 190 of this proxy statement/prospectus. The Sponsor, the Insiders, including RAAC’s officers and directors, and their permitted transferees own at least 25% of its outstanding common stock (excluding warrants) entitled to vote thereon. The quorum and voting thresholds at the RAAC Special Meeting, the Sponsor Support Agreement may make it more likely that RAAC will consummate the Merger. In addition, pursuant to the terms of the Sponsor Support Agreement, the Sponsor, the Insiders, including RAAC’s officers and directors, have agreed to waive their redemption rights with respect to any the shares of RAAC Common Stock beneficially owned or held by such parties in connection with the completion of the Business Combination.

Liquidation if No Initial Business Combination

The Sponsor, the Insiders, including RAAC’s officers and directors, have agreed that it will have only twenty-four months from the closing of RAAC’s IPO to complete any initial business combination. If RAAC is unable to complete an initial business combination by December10, 2022 or such extended period of time as a result of a stockholder vote to amend the RAAC A&R Charter, RAAC will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining stockholders and the RAAC Board, dissolve and liquidate, subject in each case to RAAC’s obligations under Delaware law to provide for claims of

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creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to its warrants, which will expire worthless if RAAC fails to complete an initial business combination within the twenty-four-month time period.

Pursuant to the Sponsor Support Agreement, the Sponsor, the Insiders, including RAAC’s officers and directors, have waived their rights to liquidating distributions from the Trust Account with respect to any founder shares and alignment shares held by them if RAAC fails to complete its initial business combination by December10, 2022 or such extended period of time as a result of a stockholder vote to amend the RAAC A&R Charter. However, if the Sponsor, the Insiders, including any of RAAC’s officers and directors, or any of their respective affiliates then hold any public shares, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if RAAC fails to complete its initial business combination within the allotted time period.

Pursuant to the Sponsor Support Agreement, the Sponsor, the Insiders, including RAAC’s officers and directors, have agreed pursuant to a written agreement with RAAC, that they will not propose any amendment to its amended and restated certificate of incorporation (A) to modify the substance or timing of RAAC’s obligation to allow redemptions in connection with its initial business combination or to redeem 100% of the public shares if RAAC’s does not complete its initial business combination within twenty-four months from RAAC’s IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless RAAC provides its public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. However, RAAC may not redeem its public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions.

RAAC expects that all costs and expenses associated with implementing its plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $1,000,000 of proceeds held outside the Trust Account, although RAAC cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing its plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay taxes, RAAC may request the trustee to release to it an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If RAAC were to expend all of the net proceeds of RAAC’s IPO and the sale of the RAAC Private Warrants, other than the proceeds deposited in the Trust Account, and without taking into account interest, if any, earned on the Trust Account, the per-share redemption amount received by stockholders upon RAAC’s dissolution would be approximately $10.00. The proceeds deposited in the Trust Account could, however, become subject to the claims of RAAC’s creditors which would have higher priority than the claims of its public stockholders. RAAC cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.00. While RAAC intends to pay such amounts, if any, it cannot assure you that it will have funds sufficient to pay or provide for all creditors’ claims.

Although RAAC seeks to have all third parties, service providers (other than its independent auditors), prospective target businesses or other entities with which it does business execute agreements with it waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of its public stockholders, there is no guarantee that they will execute such agreements or even if they execute or have executed such agreements that they would be prevented from bringing claims against the Trust Account including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against its assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, RAAC management performs an analysis of the alternatives available to it and only enters into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to RAAC than any alternative. Examples of possible instances where RAAC may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver.

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In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with RAAC and will not seek recourse against the Trust Account for any reason. Upon redemption of its public shares, if RAAC is unable to complete its initial business combination within the prescribed time frame, or upon the exercise of a redemption right in connection with its initial business combination, RAAC will be required to provide for payment of claims of creditors that were not waived that may be brought against RAAC within the ten years following redemption. The Sponsor has agreed that it will be liable to RAAC, if and to the extent any claims by a third party (other than RAAC’s independent auditors) for services rendered or products sold to RAAC, or a prospective target business with which RAAC has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay its taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under its indemnity of the underwriters of RAAC’s IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. RAAC has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of its company and, therefore, the Sponsor may not be able to satisfy those obligations.

In the event that the proceeds in the Trust Account are reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the interest which may be withdrawn to pay its taxes, and the Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, RAAC’s independent directors would determine whether to take legal action against the Sponsor to enforce their indemnification obligations. While RAAC currently expects that its independent directors would take legal action on its behalf against the Sponsor to enforce its indemnification obligations to RAAC, it is possible that its independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, RAAC cannot assure you that due to claims of creditors the actual value of the per share redemption price will not be substantially less than $10.00 per share.

RAAC will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all third parties, service providers (other than its independent auditors), prospective target businesses or other entities with which RAAC does business execute agreements with it waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Sponsor will also not be liable as to any claims under the indemnity of the underwriters of RAAC’s IPO against certain liabilities, including liabilities under the Securities Act. RAAC will have access to up to $1,000,000 from the proceeds of RAAC’s IPO and the sale of the RAAC Private Warrants, with which to pay any such potential claims (including costs and expenses incurred in connection with its liquidation, currently estimated to be no more than approximately $100,000). In the event that RAAC liquidates and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from RAAC’s Trust Account could be liable for claims made by creditors.

If RAAC files a bankruptcy petition or an involuntary bankruptcy petition is filed against RAAC that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of the RAAC Stockholders. To the extent any bankruptcy claims deplete the Trust Account, RAAC cannot assure you it will be able to return $10.00 per share to its public stockholders. Additionally, if RAAC files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance”. As a result, a bankruptcy court could seek to recover some or all amounts received by the RAAC Stockholders. Furthermore, the RAAC Board may be viewed as having breached its fiduciary duty to RAAC’s creditors and/or may have acted in bad faith, and thereby exposing itself and RAAC to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors. RAAC cannot assure you that claims will not be brought against RAAC for these reasons.

The RAAC Public Stockholders will be entitled to receive funds from the Trust Account only in the event of the redemption of its public shares if RAAC does not complete an initial business combination within twenty-four months from the closing of RAAC’s IPO or if they redeem their respective shares for cash upon the completion of an initial

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business combination. In no other circumstances will a stockholder have any right or interest of any kind to or in the Trust Account. In connection with the merger, a stockholder’s vote in connection with the Business Combination alone will not result in a stockholder’s redeeming its shares of RAAC for an applicable pro rata share of the Trust Account. Such stockholder must have also exercised its redemption rights.

Facilities

RAAC currently maintains its executive offices at 1717 Rhode Island Avenue, NW 10th floor, Washington, D.C. 20036. The cost for this space is included in the $10,000 per month fee that RAAC pays the Sponsor for office space, administrative and support services. RAAC considers its current office space adequate for its current operations.

Upon consummation of the merger, the principal executive offices of RAAC will be those of Berkshire Grey, at which time nothing more will be paid to the Sponsor.

Employees

RAAC currently has one officer and does not intend to have any full-time employees prior to the completion of an initial business combination. Members of RAAC’s management team are not obligated to devote any specific number of hours to its matters but they intend to devote as much of their time as they deem necessary to RAAC’s affairs until RAAC has completed an initial business combination. The amount of time that any such person will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process.

Periodic Reporting and Financial Information

RAAC’s Units, the RAAC Class A Common Stock and RAAC Public Warrants are registered under the Exchange Act and RAAC has reporting obligations, including the requirement that it file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, RAAC’s annual reports contain financial statements audited and reported on by its independent registered public accounting firm. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against RAAC or any members of its management team in their capacity as such.

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MANAGEMENT OF RAAC

Directors and Executive Officers

RAAC’s current directors and officers are as follows:

Name	Age	Position
John K. Delaney	57	Chief Executive Officer and Director
Stephen M. Case	62	Director
Steven A. Museles	57	Director
Phyllis R. Caldwell	61	Director
Jason M. Fish	62	Director

John K. Delaney has been our Chief Executive Officer and has served as our director since September 2020. Mr.Delaney is a well-known entrepreneur, executive and public policy expert. From 2013 to 2019, Mr.Delaney served as a member of the U.S. House of Representatives and served on the Financial Services Committee and the Joint Economic Committee. In 2000, he co-founded CapitalSource Inc. (NYSE: CSE), a leading middle market lending business, and from 2000-2011 he served as its Chief Executive Officer and Chairman. From 1993 until its sale to Heller Financial in 1999, Mr.Delaney was the co-founder, Chairman and Chief Executive Officer of HealthCare Financial Partners, Inc. (NYSE: HCF), a provider of commercial financing to small and medium-sized healthcare service companies. Mr.Delaney currently serves as the Executive Chairman of Congressional Bancshares, Inc., a banking and lending company, and as the Chief Executive Officer and a director of Revolution Acceleration Acquisition Corp II, a special purpose acquisition company. Mr.Delaney received his undergraduate degree from Columbia University and his juris doctor degree from the Georgetown University Law Center. Mr.Delaney was selected to serve on our board of directors for reasons including his extensive experience and track record in deal making and capital markets and his deep understanding of the U.S. regulatory and policy environment.

Stephen M. Case has served as our director since November 2020. Mr.Case has served as Chairman and Chief Executive Officer of Revolution LLC, an investment firm, since April 2005, as a partner of Revolution Growth II, LP, a growth-stage investment firm, since August 2011, as a partner of Revolution Growth III, LP, a growth-stage investment firm, since June 2015, as a partner of Revolution Ventures II, LP, an early-stage technology investment firm, since July 2013, as a partner of Revolution Ventures III, LP, an early-stage technology investment firm, since November 2018, as a partner of Rise of the Rest Seed Fund, LP, a Revolution early-stage investment firm, since November 2017, as a partner of Rise of the Rest Seed Fund II, LP, a Revolution early stage investment firm, since March 2019, as a partner of Rise of the Rest Real Estate Management Company, Inc. since December 2019, as a director of Sweetgreen, Inc., a food company, since December 2013, as a director of Maui Land & Pineapple Company, Inc. (NYSE: MLP), a land holding and operating company dedicated to agriculture, since December 2008, and as Chairman of Exclusive Resorts LLC, a membership-based luxury real estate company, since November 2004. Mr.Case was a director of Revolution Foods from June 2014 to July 2019, a director of Bloom Energy Corporation from July 2014 to March 2016, a director of BigCommerce Holdings, Inc. from July 2013 to October 2015, a director of Zipcar, Inc. from December 2010 to March 2013, the Chairman of Time Warner, Inc. from January 2001 to May 2003, and Chairman and Chief Executive Officer of America Online, Inc. from 1995 to January 2001 and was its Chief Executive Officer from 1993 to 1995. Mr.Case is also a director of Revolution Acceleration Acquisition Corp II, a special purpose acquisition company. Mr.Case is an experienced business leader, whose experience leading other public companies further augments his range of knowledge, providing experience on which he can draw while serving as a member of our board of directors. Mr.Case was selected to serve on our board of directors for reasons including his extensive experience and track record in entrepreneurship, investment and business development and deep relationships in various industries.

Steven A. Museles has served as our director since December 2020. Mr.Museles has served as the Chief Legal Officer and Corporate Secretary of JBG SMITH Properties (NYSE: JBGS), a real estate investment trust, since July 2017. Prior to joining JBG SMITH’s predecessor in March 2017, Mr.Museles served as Chief Legal Officer and Chief Compliance Officer of Alliance Partners LLC, a credit-focused asset management firm, from August 2013 to March 2017. Prior to joining Alliance Partners, Mr.Museles served in several capacities at CapitalSource Inc. (NYSE: CSE), a specialty finance company, including as a director from January 2010 to April 2014, and as Co-Chief Executive Officer, Chief Legal Officer and Secretary. Prior to joining CapitalSource, Mr.Museles practiced corporate

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and securities law as a partner at the law firm Hogan Lovells. Mr.Museles received his Bachelor of Arts from the University of Virginia and Juris Doctor from the Georgetown University Law Center. Mr.Museles was selected to serve on our board of directors for reasons including his experience in investments and finance.

Phyllis R. Caldwell has served as a director since December 2020. Ms. Caldwell has served on the board of trustees of JBG SMITH (NYSE: JBGS) since March 2021. Ms. Caldwell has served as a director of Ocwen Financial Corporation (NYSE: OCN), a mortgage servicing company, since January 2015. Ms. Caldwell is founder and managing member of Wroxton Civic Ventures, LLC, which provides advisory services on various financial, housing and economic development matters, a position she has held since January 2012. Previously, Ms. Caldwell was Chief, Homeownership Preservation Officer at the U.S. Department of the Treasury, responsible for oversight of the U.S. housing market stabilization, economic recovery and foreclosure prevention initiatives established through the Troubled Asset Relief Program. Prior to such time, Ms. Caldwell held various leadership roles in commercial real estate finance during her eleven years at Bank of America until her retirement from Bank of America in 2007, serving most recently as President of Community Development Banking. Since January 2014, Ms. Caldwell has served as an independent director of City First Bank of DC. Since October 2018, Ms. Caldwell has also served as a director of MicroVest Holdings, Inc., a registered investment advisor. From January 2014 through September 2018, Ms. Caldwell served as an independent director of American Capital Senior Floating, Ltd. (Nasdaq: ACSF), a business development company. Ms. Caldwell has also served on the boards of numerous non-profit organizations engaged in housing and community development finance. Ms. Caldwell received her Master of Business Administration from the Robert H. Smith School of Business at the University of Maryland, College Park and holds a Bachelor of Arts in Sociology, also from the University of Maryland. Ms. Caldwell was selected to serve on our board of directors for reasons including her experience as a director of public companies and extensive experience in financial services and government regulation.

Jason M. Fish has served as our director since December 2020. Since 2013, Mr.Fish has been the President of Sebastes Capital, LLC, a private investment firm. In 2011, he co-founded Alliance Partners, LLC, where he served as a director and its Chief Investment Officer until 2016. Prior to Alliance Partners, LLC, in 2000 Mr.Fish co-founded CapitalSource, Inc., together with John Delaney, where served as a director and its President, Chief Investment Officer and Vice Chairman of the Board until 2007. Previously, from 1990 to 2000 Mr.Fish worked at and from 1992 to 2000 served as a Managing Member of Farallon Capital Management, L.L.C. and Farallon Partners, L.L.C. and their affiliates (collectively, “Farallon”). At Farallon, Mr.Fish founded and led the real estate group and was involved in Farallon’s credit and private equity investments. Prior to Farallon, Mr.Fish was a Senior Vice President at Lehman Brothers Inc. Since 2014, Mr.Fish has been a director of Generate Capital, Inc., which he has advised since its founding in 2014, and since 2018 has been the Vice Chairman of Congressional Bank, where he has been a director since 2012. Mr.Fish received his Bachelor of Arts in Politics from Princeton University. Mr.Fish was selected to serve on our board of directors for reasons including his substantial experience as a private investor, entrepreneur and advisor to organizations and executives.

Number, Terms of Office and Election of Directors and Officers

The RAAC Board consists of five members.

Prior to our initial business combination, holders of our founder shares and holders of our alignment shares, voting together as a single class, will have the right to elect all of our directors and remove members of the RAAC Board for any reason, and holders of our public shares will not have the right to vote on the election of directors during such time. This provision of the RAAC A&R Charter may only be amended if approved by holders of a majority of at least 90% of the issued and outstanding shares of our common stock voting at a stockholder meeting. Approval of our initial business combination will require the affirmative vote of a majority of the RAAC Board, which must include a majority of our independent directors. Subject to any other special rights applicable to the stockholders, prior to our initial business combination, any vacancies on the RAAC Board may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of the RAAC Board, or by holders of a majority of the issued and outstanding founder shares and alignment shares, voting together as a single class.

Our officers are appointed by the RAAC Board and serve at the discretion of the RAAC Board, rather than for specific terms of office. The RAAC Board is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, a Chief Executive Officer, a President, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the RAAC Board.

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Director Independence

Nasdaq listing rules require that a majority of the RAAC Board be independent within one year of our initial public offering. An “independent director” is defined generally as a person that, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company). We have three “independent directors” as defined in Nasdaq rules and applicable SEC rules. The RAAC Board has determined that each of Mr.Museles, Ms. Caldwell and Mr.Fish is an independent director under applicable SEC and Nasdaq rules.

Officer and Director Compensation

None of our directors or officers have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will pay the Sponsor a total of $10,000 per month for office space, administrative and support services. The Sponsor, directors and officers, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to the Sponsor, directors, officers or our or any of their respective affiliates.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers after the completion of our initial business combination will be determined by a compensation committee constituted solely by independent directors.

We are not party to any agreements with our directors and officers that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination.

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RAAC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of RAAC’s financial condition and results of operations should be read in conjunction with the sections entitled “Risk Factors” and “Information About RAAC” and RAAC’s financial statements and the notes thereto contained elsewhere in this proxy statement/prospectus. Certain information contained in the discussion, including, but not limited to, those described under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” and the analysis set forth below includes forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, RAAC’s management. Our actual results may differ materially from those contained in or implied by any forward-looking statements. References in this section to “RAAC”, “we”, “us”, “our” and other similar terms are intended to refer to Revolution Acceleration Acquisition Corp prior to the Business Combination.

Overview

We are a blank check company incorporated on September10, 2020 as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We reviewed a number of opportunities to enter into a business combination with an operating business and entered into the Merger Agreement with Berkshire Grey on February23, 2021. We intend to finance the Business Combination using cash from the proceeds of our IPO and through the sale of shares of New Berkshire Grey Common Stock issued to Berkshire Grey equity holders and the PIPE Investors.

The issuance of additional shares of our common stock in a business combination:

•        may significantly dilute the equity interest of investors, which dilution would increase if the anti-dilution provisions in the RAAC Class B Common Stock or RAAC Class C Common Stock resulted in the issuance of shares of RAAC Class A Common Stock on a greater than one-to-one basis upon conversion of the RAAC Class B Common Stock or RAAC Class C Common Stock;

•        may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;

•        could cause a change of control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present directors and officers;

•        may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us;

•        may adversely affect prevailing market prices for the RAAC Units, RAAC Class A Common Stock and/or RAAC Public Warrants; and

•        may not result in adjustment to the exercise price of our warrants.

Similarly, if we issue debt or otherwise incur significant indebtedness, it could result in:

•        default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

•        acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

•        our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

•        our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

•        our inability to pay dividends on our common stock;

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•        using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

•        limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

•        increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

•        limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

We have incurred, and expect to incur, significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete the Business Combination will be successful.

Recent Developments

On February23, 2021, we entered into the Merger Agreement with Merger Sub and Berkshire Grey, relating to a proposed business combination transaction between us and Berkshire Grey.

Pursuant to the Merger Agreement, Merger Sub will merge with and into Berkshire Grey, with Berkshire Grey being the surviving corporation of the merger and a direct, wholly owned subsidiary of the Company.

Subject to the terms and conditions of the Merger Agreement, the consideration to be paid in respect of each share of Berkshire Grey Common Stock issued and outstanding immediately prior to the effective time of the merger will be a number of shares of our newly issued Class A Stock, equal to (x) $2,250,000,000 divided by (y) the number of shares of Aggregate Fully Diluted Company Stock (as defined in the Merger Agreement). Immediately prior to the closing of the Business Combination, all of the outstanding shares of each series of Berkshire Grey Preferred Stock will be converted into shares of Berkshire Grey Common Stock.

At the closing of the Business Combination, each outstanding option to acquire Berkshire Grey Common Stock and each award of restricted Berkshire Grey Common Stock will be converted into the right to receive an option relating to shares of RAAC Class A Common Stock and an award of restricted shares of RAAC Class A Common Stock, as applicable, upon substantially the same terms and conditions, including with respect to vesting and termination-related provisions, as existed prior to the Closing, except that the number of shares underlying such option and the exercise price and the number of shares subject to restricted stock awards, in each case, shall be determined as set forth in the Merger Agreement.

The Merger Agreement contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as further described in the Merger Agreement.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities through December31, 2020 were organizational activities, those necessary to prepare for RAAC’s IPO, described below identifying a target for the Business Combination and activities in connection with the proposed acquisition of Berkshire Grey. We do not expect to generate any operating revenues until after the completion of the Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the period from September10, 2020 (inception) through December31, 2020, we had a net loss of $181,675, which consists of operating costs of $172,935 and an unrealized loss on marketable securities held in our Trust Account of $16,467, offset by interest income on marketable securities held in the Trust Account of $7,721 and interest income from operating bank account of $6.

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Liquidity and Capital Resources

Until the consummation of RAAC’s IPO, our only source of liquidity was an initial purchase of common stock by the Sponsor and working capital loans from our Sponsor.

On December10, 2020, we consummated RAAC’s IPO of 28,750,000 RAAC Units, which included the full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 RAAC Units, at $10.00 per unit, generating gross proceeds of $287,500,000. Simultaneously with the closing of RAAC’s IPO, we consummated the sale of 5,166,667 RAAC Private Warrants to the Sponsor at a price of $1.50 per warrant, generating gross proceeds of $7,750,000.

Following RAAC’s IPO, the full exercise of the over-allotment option, and the sale of the RAAC Private Warrants, a total of $287,500,000 was placed in the Trust Account. We incurred $16,242,914 in transaction costs, including $5,750,000 of underwriting fees, $10,062,500 of deferred underwriting fees and $430,414 of other costs.

For the period from September10, 2020 (inception) through December31, 2020, cash used in operating activities was $814,294. Net loss of $181,675 was affected by interest earned on marketable securities held in the Trust Account of $7,721, an unrealized loss on marketable securities held in our Trust Account $16,467 and changes in operating assets and liabilities, which used $641,365 of cash from operating activities.

As of December31, 2020, we had cash and marketable securities held in the Trust Account of $287,491,254. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less any amount payable in respect of transaction expenses of RAAC, deferred underwriting commissions and the redemption of shares of RAAC Class A Common Stock properly exercised by RAAC Stockholders), to complete the Business Combination. We may withdraw interest to pay franchise and income taxes. During the period ended December31, 2020, we did not withdraw any interest earned on the Trust Account. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete the Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor or certain of our directors and officers may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we would repay such loaned amounts. In the event that a business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants identical to the RAAC Private Warrants, at a price of $1.50 per warrant at the option of the lender.

We may need to raise additional capital through loans or additional investments from our Sponsor, stockholders, officers, directors or third parties. Our officers, directors and Sponsor may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through March 17, 2022.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December31, 2020. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

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Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for office space, administrative and support services. We began incurring these fees on December7, 2020 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.

The underwriter of RAAC’s IPO is entitled to a deferred fee of $0.35 per RAAC Unit, or $10,062,500 in the aggregate. Of such amount, at our sole and absolute discretion, up to $0.175 per RAAC Unit, or up to $5,031,250, may be paid to third parties not participating in RAAC’s IPO that assist us in consummating a business combination. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

RAAC Class A Common Stock Subject to Possible Redemption

We account for our shares of RAAC Class A Common Stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification Topic 480 “Distinguishing Liabilities from Equity.” Shares of RAAC Class A Common Stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, the RAAC Class A Common Stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of our balance sheet.

Net Loss per Share

Net loss per share is computed by dividing net loss by the weighted-average number of shares of RAAC Common Stock outstanding during the period. RAAC has not considered the effect of the RAAC Public Warrants and the RAAC Private Warrants to purchase an aggregate of 14,750,000shares in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events, and the inclusion of such warrants would be anti-dilutive.

RAAC’s statement of operations includes a presentation of loss per share for RAAC Common Stock subject to possible redemption in a manner similar to the two-class method of loss per share. Net loss per share, basic and diluted, for common stock subject to possible redemption is calculated by dividing the proportionate share of loss on marketable securities held by the Trust Account by the weighted average number of shares of RAAC Common Stock subject to possible redemption outstanding since original issuance.

Net loss per share, basic and diluted, for non-redeemable common stock is calculated by dividing the net loss, adjusted for loss on marketable securities attributable to Class A common stock subject to possible redemption, by the weighted average number of non-redeemable common stock outstanding for the period.

Non-redeemable common stock includes founder shares, alignment shares and non-redeemable Class A common stock as these shares do not have any redemption features. Non-redeemable common stock participates in the loss on marketable securities based on non-redeemable Class A common stock’s proportionate interest.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

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Quantitative and Qualitative Disclosures About Market Risk

Following the consummation of RAAC’s IPO, the net proceeds of RAAC’s IPO, including amounts in the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less or in certain money market funds that invest solely in US treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer (who serves as our Principal Executive Officer and Principal Financial and Accounting Officer), to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December31, 2020. Based upon his evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Changes in Internal Control Over Financial Reporting

During the most recently completed fiscal year, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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INFORMATION ABOUT BERKSHIRE GREY

Unless the context otherwise requires, all references in this section to “we,” “us,” or “our” refer to Berkshire Grey, Inc. and its subsidiaries prior to the consummation of the Business Combination.

Company Overview

Berkshire Grey is an Intelligent Enterprise Robotics (“IER”) company pioneering and delivering transformative AI-enabled robotic solutions that automate filling ecommerce orders for consumers or businesses, filling orders to resupply retail stores and groceries, and handling packages shipped to fill those orders. Our solutions transform supply chain operations and enable our customers to meet and exceed the demands of today’s connected consumers and businesses.

Our IER capabilities are grounded in patented and proprietary technologies for robotic picking (each picking or unit handling), robotic movement and mobility (movement and storage of orders and goods), and system orchestration which enables various intelligent subsystems to work together so that the right work is being done at the right time to meet our customer’s needs. We are a technology leader in robotics and AI automation with an intellectual property position buttressed by trade secrets supporting our technologies and over 300 patent filings with 71 U.S. and international patents issued to date in technologies including robotic picking, mobility, gripping, sensing and perception, general robot control, and differentiated supporting mechanisms. Our proprietary technologies enable us to offer holistic solutions that automate supply chain operations. Our solutions include moving goods to robots that then pick and pack ecommerce or retail orders, robotically moving and organizing inventory and orders within a warehouse or logistics facility, and robotically sorting packages and shipments.

Berkshire Grey is an IER company, a technology creator, and a deliverer of solutions. We are not a component technology company nor are we a conventional systems integrator. Instead, we create products from the technologies we pioneer and develop, and then incorporate the products (product modules) into solutions – solutions that incorporate said modules and are designed by us to meet customer performance metrics like throughput and accuracy rates. This technology plus performant, whole-enterprise solution view, enables customers to focus on the core of their business and creates attractive returns for them. Following the whole-enterprise solution view, we not only make, install, test, and commission the solutions, but we also offer customers continued support in the form of software updates as well as professional services including maintenance, system operation, and cloud-based monitoring and analytics. Because of our modular approach to solutions and the role of our software, we offer customers the ability to incrementally add to or change solutions, and we can incorporate outside technologies with our product modules if desired. The same modular attributes mean we can offer small and large solutions and can design for brownfield and greenfield installations. We offer customers a range of purchase options including a robotics-as-a-service (“RaaS”) program that minimizes the up-front capital required when compared to conventional equipment purchase models. We also expect to realize recurring revenues from software maintenance and other services offered to our customers post-installation.

We created these technologies, product modules, and solutions to support our customers at a time that supply chain operations are under increasing competitive pressures driven by changes in consumer expectations related to the growth of ecommerce. According to LogistisIQ,global ecommerce sales have grown at a CAGR of 20% over the last decade, reaching approximately $3.5 trillion worldwide in 2019 and are expected to grow to approximately $7.5 trillion by 2026. Today’s consumers expect large numbers of items to choose from, fast fulfillment, “free” shipping, limited or zero substitutes, and rapid delivery of goods. These consumer expectations put significant pressures on conventional supply chain operations, and it is these pressures that Berkshire Grey technologies help customers address.

Just as consumer expectations have changed, so too must the underlying supply chain technologies. Retailers, ecommerce companies, and logistics companies are being asked for increased performance at the same time that competitive pressures and labor availability issues are pronounced. The top three industry challenges, per a recent MHI study, are labor availability, increasing consumer demands, and increasing competitive intensity. With our AI-enabled technology, product modules, and solutions, customers can better meet increasing consumer demands and maximize the abilities of human workers, and can do so competitively.

We believe that the addressable opportunity for Berkshire Grey technology, product modules, and solutions is large. Based on labor consuming approximately 65% of warehousing spend (F. Curtis Barry & Company) and total annual global warehouse spend of $350billion (McKinsey), global annual spending on warehouse labor is approximately $230billion, which represents manual labor associated with processes that can be automated with our

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technology. Further, according to Mordor Intelligence, $56billion is spent annually on automated material handling equipment globally, representing additional market opportunity for our technology. These two factors together yield an addressable market for our technology, product modules, and solutions of approximately $280billion annually.

To date, most of our deployments have been with large, Fortune 50 companies, where our technology and solutions in production have achieved targeted metrics including throughput, accuracy, equipment effectiveness, and others. Our customers include Walmart, Target, FedEx, SBG and TJX. Since 2019, our customers have ordered approximately $114million of systems from us, and as of December31, 2020 we had orders of approximately $70million in backlog that we expect to deliver and install during 2021 and early 2022. While we have more than a dozen product module offerings incorporating AI and other advanced technologies, we continue to develop new technologies and product modules. The strength of our team enables this continuous development – of our approximately 275 employees as of March1, 2021, approximately 75% have technical degrees, approximately 60% have advanced degrees and 28 employees have PhD’s. Our engineering team has more than 1,000 years of combined robotics experience.

Berkshire Grey was incorporated in Delaware in 2013, and our corporate headquarters are located in Bedford, Massachusetts. We use our investor relations website to post important information for investors, including news releases, analyst presentations, and supplemental financial information, and as a means of disclosing material non-public information and for complying with disclosure obligations under Regulation FD. Accordingly, investors should monitor our investor relations website, in addition to our press releases, SEC filings and public conference calls and webcasts. We also make available, free of charge, on our investor relations website under “Financials — SEC Filings,” our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports as soon as reasonably practicable after electronically filing or furnishing those reports to the SEC.

Industry Background

According to the Statistica, there are almost 19,000 warehouse facilities in the United States, and it is these facilities that represent a critical link in the commerce supply chain. The flow of goods throughout a warehouse or logistics facility typically starts with receiving products in bulk and ends with items exiting the facility by shipping items either in different bulk bundles or as single units depending on the use case. When items arrive at the warehouse they are generally unpacked, counted, and stored. When an ecommerce or store order arrives, goods are picked to meet that order, which is typically in batches of several orders at a time. The batches of picked goods are then sorted into their respective orders, packed into boxes, and shipped to stores or individual consumers. The process is generally similar for ecommerce and retail replenishment purposes and there are many similarities and parallels in package sortation facilities used by logistics companies. Today, most facilities utilize human labor to perform these functions, which creates challenges for businesses when labor is scarce or when labor requirements fluctuate during peak seasons. The figure below illustrates the prototypical flow of goods within a warehouse.

These are all processes that can be made more efficient and automated, whole or in part, with our IER capabilities and specific solutions. Movement and mobility provide a common underlying substrate that enable goods to flow through the various processes while picking provides the ability to automate the item or smaller unit handling steps. Other providers’ systems or components that address only a portion of the value chain, e.g., a unique robotic gripper or even an individual mobile robot that, for example, only carries picked totes, by definition, support only that specific operation and have less potential to support the customer and have a smaller total addressable market.

Over the last several years, there has been a significant evolution of the retail industry, driven by changing demographics and a shift from shopping in conventional brick-and-mortar stores to online to omnichannel commerce fulfilment. Fundamental changes in consumer buying behavior have substantially increased the complexities of supply chains, order fulfillment processes and logistics. Consumers are demanding greater product choice and availability,

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shorter delivery times, free delivery, and simpler return processes. Just as consumer behaviors have changed, the underlying supply chain operations and supporting technologies must change too. Ecommerce is a driving factor in these changes – even impacting brick-and-mortar operations and their evolution such as ordering online for pick-up at store and related services.

Ecommerce is expected to continue to grow rapidly. The COVID-19 pandemic has provided added energy to that growth and transition. Such growth requires businesses to innovate their supply chains. Large companies such as Amazon have accelerated this phenomenon. Amazon has grown into the largest ecommerce business in the United States and according to Bank of America, Amazon captured more than 44% of the ecommerce market in the United States in 2019. Amazon’s investment in automation has enabled this growth. By investing in automation, Amazon has been able to offer its customers a large selection of items with fast fulfillment at competitive cost levels. Disruption due to Amazon pertains not just to the consumer behaviors and expectations but to the underlying supply chain operations as well. Other retailers, ecommerce companies, grocers, and logistics companies that participate in the same markets must compete. At Berkshire Grey we offer these companies our technology, product modules, and solutions to support these needs.

Intelligent Enterprise Robotics (IER)

Berkshire Grey has the full portfolio of the capabilities that we believe are necessary to automate supply-chain and logistics enterprises today and enables a fully automated potential future. We call this set of capabilities Intelligent Enterprise Robotics, or IER, and we have these capabilities in house and offer solutions that combine these capabilities to our customers:

•        Intelligence Software – software platforms which provide AI-enabled capabilities for individual modules, such as picking and mobility, but also that provide system-level intelligences and orchestration of such robots to achieve overall system-wide performance.

•        Automated Picking Platform – a platform capable of picking and packing individual items (“eaches”) or units of varying shapes, sizes, density, and material types, combined with thoughtful placement and the ability to meet specific requirements such as container density.

•        Intelligent Mobile Robotic Platform – mobile robots which enable goods, bins, totes, cases, orders, boxes, etc., to be efficiently routed and moved utilizing multi-channel workflow sortation and aisle-friendly sequencing.

•        Amplification Robotics & Automation –amplification and support robots which enact physical work and multiply the benefits of more complex subsystems such as picking and autonomous mobility.

•        Cloud Analytics Platform – global data aggregation with multi-modal access providing analytics and reporting on a range of attributes including system performance and goods processed.

•        Cloud AI – the AI that operates the various systems and subsystems must be cloud enabled so that they can operate from locations ranging from customer’s server rooms to remote hosted platforms.

•        Holistic Sensing and Perception – systems must be capable of understanding the task world, in real time, and responding intelligently to items, situation, and context. This includes being able to understand thousands of SKUs and items of different types, understand boxes, bins, and totes, and even difficult to process items like polybags, and to determine the state of the broader warehouse and supply chain around them.

•        Enterprise APIs – systems must be able to integrate and communicate with a variety of warehouse management systems (WMS, WES, WCS).

•        Wrapping & Incorporation ofThird-Partyand Other Legacy Systems – to enable enterprise transformation, systems and product modules must be designed to accommodate third-party systems, including robots, and legacy systems, e.g., existing AS/RS systems, where possible, and software must be able to interface with said software systems.

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•        Brownfield and Greenfield Installation – systems and products must be amenable to both brownfield and greenfield installation.

•        Modularity, Flexibility, and Scalability – systems and products must be incrementally scalable and changeable to meet ever changing needs of the customers by adding new modules and robots.

•        Dynamically Adjustable Performance – solutions must have the ability to change performance characteristics of individual modules or the overall system via software to accommodate changes as the enterprise grows and changes.

•        Mobile Data Access for Customers – systems must support mobile monitoring data and analytics so that customers can see and understand operations in real time even if offsite and be able to access this information via mobile device such as a cell phone.

In addition, we believe to best utilize IER capabilities, a company must offer customers a full spectrum of services. Our portfolio of services includes:

•        Full Analysis & Design –we start with an analysis of the customer’s processes, product flows, goods handled, and even the physical layout of their existing systems, and use proprietary analysis methodologies and simulation to create solutions using our product modules and technological capabilities for our customers.

•        Installation & Commissioning – we manufacture, install, and commission our systems. At the customer’s request, we can also modify or remove existing infrastructure.

•        Professional Services – we offer a full suite of professional services from software updates, to maintenance, to remote monitoring, and even system operation.

Technology

While robots are physical and do physical work, algorithms and software produce much of the differentiated performance of these systems for the tasks that we automate, e.g., picking in fulfillment operations. These tasks are inherently different from conventional robotic tasks like those found in manufacturing settings where a robot may paint a car. In manufacturing tasks, the robots are generally executing plans by rote – plans that are often simply programmed in advance by a human engineer. The car shape is known, the position of the car is known, and where the paint needs to be applied is known. In these cases, the capabilities are not about the robot being intelligent but are instead about the robot being a well-designed device which repeats these predefined steps on a predefined shape by rote and does so with high precision. In contrast, in fulfillment, picking robots must self-determine movements and operations online, as they operate, because they process many different types of items with one system and the items are presented chaotically in bins, totes, on conveyor belts, etc. In addition, the items themselves are not perfectly and consistently modeled or known, e.g., a small change in a label will make an item look slightly different. Where items must be placed in an outgoing box, for instance, is also situationally dependent e.g., considering what other items were ordered and what is already in the box are questions the robot must determine on its own as it works.

To produce the returns that our systems generate for our customers, Berkshire Grey employs a wide variety of proprietary AI techniques to enable the robots to scan a bin or tote, identify the contents, decide where and how to pick an item up, plan motions to pick up the item, plan motions to the outgoing receptacle, determine where in the outgoing receptacle to place the item, and then deposit the item in the determined location. To do this, our systems employ multiple AI subsystems for several key tasks, including perception and sensor interpretation, motion planning to move the robot, planning for where and how to pick-up an item, for tracking the system’s execution, and other critical aspects of the system’s operation. Our AI technologies also employ machine learning to improve performance over time. However, it is important to note that our systems are designed to meet the customers’ performance goals out of the box, and improvements achieved though machine learning benefit the customer over the long-term. We do not require months, years, or even minutes of teleoperation (also known as remote control of the robot by manual means) in advance to be effective.

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To create product modules and solutions that perform useful work in an intelligent fashion, our AI algorithms and software are combined with differentiated hardware to form product modules as shown in the figure below. Differentiated hardware is important to enable the AI and to enable high-performance execution of the physical task. Patented grippers equipped with sensing and compliance in key areas, for instance, inform the AI and unlock its ability to perform the task well. Patented sensors enable the systems to see and process certain items, e.g., polybags which are notoriously difficult to handle and process. Our differentiated hardware is patent protected with more than 300 filings, and 71 issued U.S. and international patents to date. The AI algorithms and software are trade secrets. These AI algorithms and software are combined with the differentiated hardware, along with selected off-the-shelf components, e.g., motors, in specific ways to create product modules. These product modules are generally manufactured by contract manufacturers, to our standards, which enables Berkshire Grey to scale more quickly by utilizing multiple contract manufacturers as appropriate. Solutions for our customers are then generated by analyzing customer goods, their processes and infrastructure, available physical space, etc., to determine which product modules to utilize and the corresponding appropriate layout and product flow.

We believe that this integrated approach of AI algorithms and software, differentiated hardware, productized modules, and solution generation is critical to making revolutionary gains in supply chain operations. If one simply considers one small component of the problem or even one componet of technology, e.g., a new gripper or a body of software, one will miss many opportunities for transformative change. Consider an analogy: the invention of the automobile. Put yourself in Henry Ford’s place — trying to automate the horse-and carriage. If you are focused on components, you might swap a robot for the horse. But if you are focused on the true overall goal, you would look at the whole system. You would ask, how do I redesign the surrounding components to solve the real problem? That is the holistic approach which leads to transformative change. That is how Berkshire Grey approaches supply chain transformation and IER.

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Product Modules

Our defined IER product module portfolio includes more than a dozen offerings which are combined to create solutions for our customers. Examples include:

•        Robotic Pick & Pack – a family of offerings that automate operations involving item picking, item packing, inventory consolidation, etc.

•        Robotic Induction Systems – a family of offerings that combines automated picking from clutter with induction to unit sortation systems.

•        Robotic Pick & Sortation – a family of offerings that combines automated picking with robotic movement to integrate picking and sortation.

•        Intelligent Mobility– a family of offerings that incorporates mobility to organize, move, and store goods which can be combined with the other product module families above.

For the picking family of product modules, some of the core elements include our AUTOPICK® subsystems and our HYPERSCANNER® technology. The AUTOPICK subsystems are parts of our product modules and ultimately solutions that help businesses grow by automating unit item handling tasks, e.g., picking a USB power supply in response to a customer order, for ecommerce fulfillment, retail resupply, and package handling operations. AUTOPICK can pick many different items with one system, e.g., handling sporting goods, toiletries, clothing, and even groceries. These picking systems are also able to handle items not previously seen or processed. The capabilities come from our AI technology combined with AI-enabling differentiated hardware elements like our Spectrum gripper and scanning technologies like our HYPERSCANNER.

AUTOPICKs feature robotic arms optimized for speed and efficiency. Our robots make fluid and dynamic movements in contrast to the rote motions generally used in industrial robot applications and deliver high-speed performance. To achieve this level of natural motion complexity our robots are paired with AI, proprietary control software, vision systems, sensors, and engineered electromechanical hardware. Our various AI subsystems for planning, robotic manipulation, vision technology, differentiated gripping, and sensing allow us to pick swiftly and accurately from clutter. This enables them to handle real-world situations such as picking from mixed totes, picking many items with one system, batch picking, and downstream sortation. Our systems are designed to meet customer performance goals out of the box and improve by learning over time as they work.

Our computer vision systems incorporate a variety of camera and vision technologies to create three-dimensional perception. This enables picking from both cluttered and structured containers and environments. Sophisticated vision systems are a key aspect of our systems’ ability to adjust to dynamic conditions in real-time. The systems not only see, but they also plan and process. They see, interpret the field-of-view, and can react in real-time to changing conditions

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such as shifting items in a container and new orientations for items on a belt after previous items are picked. Our systems react with no material time lag in the picking process since the vision systems are constantly updating and the AI software is constantly analyzing and adjusting the systems’ motion with every pick.

Our AUTOPICK system is used in three product module families, including Robotic Pick & Pack, Robotic Induction, and Robotic Pick & Sortation. Each of these product module families is designed to automate different steps within the supply chain, and each can be configured into systems to meet each customer’s needs. In addition, each can be combined with our mobile technologies and each can be enhanced with our proprietary HYPERSCANNER technology, providing item identification functionality that significantly broadens the capability of our systems.

Robotic Pick & Pack

Berkshire Grey’s Robotic Pick & Pack family consists of product modules that automate picking of individual items and either placing items into outgoing locations like bins or totes, or packing items for shipment. When incorporated into our holistic solutions, these product modules provide agility, labor reduction, and high-performance SKU handling capabilities to order fulfillment, retail resupply, and package handling logistics. Product modules in this family consist of inbound/outbound container transport with intelligently managed buffering, highly engineered pick and system structures with integrated safety features, a high degree-of-freedom robot outfitted with our patented SPECTRUMGRIPPER® system, advanced computer vision, and AI-enabled software. Value-added packages for these product modules include careful handling, packing density, autoswap technology, divided tote features, and web-enabled management dashboards. These product modules can be combined with other Berkshire Grey technologies including mobile robotic modules, manual customer operations, and third-party robotic or automated storage and retrieval systems (AS/RS).

Robotic Induction Systems

Berkshire Grey’s Robotic Induction Systems family consists of product modules that automate unit sorter induction processes so that our solutions can interface with unit sortation systems, reducing labor, modernizing and improving sorter utilization. This ability to interface with and utilize other hardware is essential for providing an IER offering to customers. Robotic Induction Systems pick and place individual items, packages, and other units into a sorting system. Robotic Induction Systems are comprised of a highly engineered structure with integrated safety features, a high degree-of-freedom robot outfitted with our patented SPECTRUMGRIPPER system, advanced computer vision, and AI-enabled software. Value-added packages for these product modules include careful handling, autoswap technology, divided tote features, and web-enabled management dashboards. These product modules can be combined with other Berkshire Grey technologies including mobile robotic modules, as well as totes provided by manual processes and third-party robotics or AS/RS systems.

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Robotic Pick & Sortation

Berkshire Grey’s Robotic Pick & Sortation family consists of product modules that automate picking of individual items and combines this ability with movement, via amplification robot, of the item to specified locations to sort or collate items. These systems enable operations such as sorting of batch picked ecommerce orders to order specific locations or outgoing boxes, store replenishment operations like breakpack processing, and package handling. These systems include features like those of Robotic Pick & Pack, plus amplification robotic movement, plus features supporting the boxing and sortation of items like box fullness detection, box closeout, automatic box ejection, automatic box in-feed, and so forth. Many of these capabilities are protected by patents and patent filings. Value-added packages for these product modules include advanced sensing, careful handling, autoswap technology, divided tote features, and web enabled management dashboards. These product modules can be combined with other Berkshire Grey technologies including mobile robotic modules as well as manual customer operations, conveyance-fed goods, and third-party robotic or AS/RS systems.

HYPERSCANNERTM Technology

In some applications, robots need to see and understand goods and items very clearly in order to process them. Berkshire Grey produces a range of perception and scanning systems for our various product modules and solutions, which enables them to see and process a wide range of items in a wide range of settings. One of our unique scanning systems is our patented HYPERSCANNER. The HYPERSCANNER is engineered with an auto-identification chamber that reads barcodes and labels from many angles, on standard and irregular surfaces, in milliseconds — without the

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need for additional manual manipulation for the system to identify each item. With its innovative design and advanced machine vision, the HYPERSCANNER handles a wide range of item types, irregular shapes, and challenging colors and patterns, without disrupting processing flows. This includes polybags which are particularly difficult for conventional scanning technologies. The HYPERSCANNER integrates with Berkshire Grey’s other product modules or can be used in a stand-alone fashion.

Intelligent Mobility

Our Intelligent Mobility module family consists of Berkshire Grey’s proprietary mobile robots and supporting infrastructure that provide a modular, distributed, transport and storage system that is flexible, fast, and accurate, and which is orchestrated by our AI software platform. Attributes and accessory technologies for these systems include FlexFeed subsystems, which automatically feed large individual items like cases of water bottles into the system along with bins, boxes, totes, and trays. Our Intelligent Mobility offerings can be partnered with our other technologies and product modules, e.g., the aforementioned picking-centric families, and include product module lines like Mobile Robotic Sortation and Mobile Robotic Fulfillment.

Mobile Robotic Sortation

Mobile Robotic Sortation is a highly flexible, industrial-grade mobile robotic sortation module that enables dynamic any-to-any induct to discharge sortation with higher payloads and faster performance than is typically found in other mobile sortation approaches. To remain competitive in the fast-paced omnichannel order fulfillment landscape, retail, ecommerce, grocery, package handling, and third-party logistics (“3PL”) companies must manage increasing throughput demands and new ways of supporting customer buying choices. Traditional unit sorters and conveyor-based sortation are neither flexible nor agile enough to handle the assortment of product types and the item- and case-level sortation required by modern cross-docking, buy online pick up in store (“BOPIS”), and direct delivery processes.

Berkshire Grey’s Mobile Robotic Sortation module consists of AI cloud-based orchestration software, dynamically controlled fleets of mobile robots, and automated induct and discharge stations that dynamically automate sortation within existing footprints and legacy brownfield environments as well as greenfield installations. Offering maximum

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flexibility and performance, this module turns any floor into a world-class sortation system capable of handling the widest assortment of product sizes, types, and packaging for agile sortation strategies. The Mobile Robotic Sortation module automates the management and coordination of the mobile robot work plans, task allocation, trajectories, and planned paths to deliver resilient and highly accurate sortation. Our offering includes a real-time simulation package for determining optimal configurations for both brownfield and greenfield installations.

Mobile Robotic Fulfillment

Mobile Robotic Fulfillment is an innovative inventory management and order fulfillment module that combines our intelligent mobile robotics technologies with our automated picking technologies to produce a holistic system that stores, moves, organizes, and picks goods. These systems can incorporate both our automatic picking technology along with our manual stations which enable Q&A functions as well as manual picking when desired.

Mobile Robotic Fulfillment modules are flexible. They offer a unique and dynamic blend of functionality that cannot easily be achieved with more conventional material handling equipment, AS/RS solutions, or stand-alone automated picking systems. The combined set of Berkshire Grey technologies can handle the wide assortment of case and unit level product types required to fulfill modern cross-docking, buy online pick up in store (BOPIS), and direct delivery applications.

The highly modular Mobile Robotic Fulfillment technologies can be used in traditional store replenishment distribution centers as well as micro and nano fulfillment center implementations with constrained physical environments and they can be deployed in brownfield as well as greenfield implementations. They easily scale to meet increased customer needs over time. Value-added modules for these systems include manual and Q&A stations, GUI interfaces with configurable execution and exception logic, additional storage via density modules or leveling, and modular, distributed safety systems that allow access and maintenance with very limited operational impact.

Solutions based on Berkshire Grey’s Mobile Robotic Fulfillment modules combine our AI and patented AUTOPICK technology with our cloud-based AI orchestration software to enable unit-level singulation and dynamic case-based sortation within an integrated omni-channel fulfillment solution.

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Benefits Of Our Solutions

We believe Berkshire Grey’s technology, product modules, and solutions provide material benefits including:

•        Versatility – Our proprietary hardware and artificial intelligence driven software enables our solutions to handle SKUs, parcels and packaging of many types, shapes, colors, and patterns, including polybags, tubes, envelopes, mailers, odd-shaped boxes, containers, apparel, electronics, housewares, packaged food, childcare products, pet care items, health and beauty items, and other general merchandise. Our vision systems, AI and machine learning algorithms combined with haptics and gripping technology enable our solutions to handle wide ranges of products without the need for pre-programming or other manual processes to “teach” our robots. Further, our technology and product modules industry agnostic – they can be applied broadly to businesses that fill orders or perform logistics.

•        Speed and Accuracy – The need to process items faster and more accurately has become increasingly more important for retailers and logistics businesses. Our solutions help in both regards. For example, some of our solutions automate work equal to that performed by many people – amplifying what human staff at a customer facility can process. As our solutions increase in size, the amount of support provided by the automation increases generally with the potential to automate the work of substantially more workers, reducing reliance on labor when labor availability is an issue. Our proprietary hardware and AI driven software also delivers highly accurate performance in the range of 99%+.

•        Reliability – Our technology, product modules, and solutions are designed to be robust and to minimize downtime and require little human intervention when operating in production environments. With multiple paths to satisfy objectives in our various systems, they are inherently robust against a single point of failure. Uptime in our systems often ranges over 99%.

•        Flexibility and Scalability – Our product modules and solutions are designed to be modular both technically and physically. This means they can fit easily into different layouts within our customers’ facilities. Software combined with this modularity also means our product modules are incrementally changeable, scalable, and selected performance characteristics can be changed via software. As customers’ needs increase, additional modules or robots can be added as appropriate.

•        Efficiency and Economic Benefits – Our solutions are used by Fortune 50 companies and other customers to improve their overall efficiency, reduce costs, increase processing accuracy and increase flexibility. Our customers have experienced improvements including operating efficiency, reduced labor costs, and improved throughput.

These benefits enable tangible competitive advantages for our customers, which we see as creating a flywheel of economic transformation for our customers. Generally, investment in our AI-enabled robotics and automation solutions provides customers with increased operational capabilities which allows them to offer more (choices, performance, etc.) to their customers, while doing so at a lower overall cost. Growing the topline through better customer satisfaction at a lower cost profile creates economic competitive advantage, and the cycle continues.

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Our Market Opportunity

Historically, conventional automation was implemented primarily to reduce operating costs. In the last several years, the rapid growth of ecommerce has accelerated the need for distribution centers, logistics facilities and warehouses to adopt robotics and AI automation technologies to not only reduce operating costs, but to keep up with changes in consumer buying behavior and to remain competitive. We believe our technology, product modules, and solutions can be used in many businesses with order fulfillment, distribution and logistics facilities in a variety of industries, and our technology plays a key role in improving operational efficiencies, reducing labor dependencies, improving flexibility and increasing speed. We sell into a variety of market verticals, including ecommerce, retail, grocery, package handling, and third-party logistics. We market globally, and our deployments to date have been in the United States and Japan, and beginning in 2021 we will be deploying solutions in Canada, We recently expanded our sales and marketing efforts in Europe.

We believe we are well positioned to capitalize on the large and expected rapid growth of the robotics and AI automation market and that only a limited amount of automation penetration has occurred to date. Based on labor consuming approximately 65% of warehousing spend (F. Curtis Barry & Company) and total annual global warehouse spend of $350billion (McKinsey), global annual spending on warehouse labor is approximately $230billion, which represents manual labor associated with processes that can be automated with our technology. Further, according to Mordor Intelligence, $56billion is spent annually on automated material handling equipment globally, representing additional market opportunity for our technology. Therefore, our technology could provide solutions for an addressable market of over $280billion annually.

Our Growth Strategy

The key elements of our strategy for growth include the following:

Expand existing relationships with large anchor customers

To date, most of our deployments have been with large, Fortune 50 companies, where our technology and solutions in production have achieved targeted metrics including throughput, accuracy, equipment effectiveness, and others. Our customers include Walmart, Target, FedEx, SBG and TJX with solutions in operation or being installed. These customers have thousands of stores and hundreds of fulfillment and logistics centers in which our solutions can be implemented. Our goal is to continue our collaborative relationship with our large customers and to continue to help them add new levels of technology and automation throughout their network of operations. The underlying modular and flexible product modules that we combine to create solutions, which can be deployed in both brownfield and greenfield situations, help to support this model.

Invest in sales and marketing to build a diverse, global customer base and expand geographically

We intend to continue to invest in our sales and marketing efforts to rapidly expand our customer base. We currently focus on five market verticals with our technology: retail, ecommerce, grocery, parcels and 3PL. We believe that these market verticals provide the largest immediate opportunity for us due to the growth and challenges businesses face with the fundamental changes in consumer buying behavior, and we have developed our solutions to address these challenges. We believe nearly every ecommerce company, retailer, grocer, and logistics business is a potential customer.

Our deployments to date have been in the United States and Japan, and beginning in 2021 we will be deploying solutions in Canada. We expect to expand our installations with customers in other regions internationally. We also intend to expand our sales and marketing efforts into Europe and Asia, and we established offices in the UK and Japan during 2020 to scale our efforts in those regions.

Continue to invest in technology

We intend to expand our engineering efforts to create increasingly more powerful artificial intelligence software platforms and differentiated hardware. This will continually increase product module and solution productivity and expand our market opportunity and enable our customers to enjoy the benefits of AI-enabled robotics and automation solutions at scale. We also intend to expand our product module and solution offerings to other applications throughout the customer value chain. By providing robust, holistic solutions for a variety of market verticals and applications, we believe we will be able to penetrate our target markets further.

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Expand Robotics-as-a-Service and other recurring and re-occurring revenue streams

To date, our revenues are primarily generated from the sale of our solutions. Customers have the option to buy our solutions outright or under a subscription-based model, RaaS. We believe the RaaS model will be financially attractive to many customers and will contribute to our growth. Additionally, we offer certain post-installation services which can renewed annually for a fee. We believe there is growth potential for recurring and re-occurring revenue streams, and we intend to accelerate offering additional value-add services, aftermarket component replacement programs, and expanding our software capabilities and services to maximize revenue from our installed base.

Pursue strategic partnerships

We intend to pursue strategic partnerships with systems integrators, companies with complimentary technologies, software application providers, distributors, and consulting firms to expand the channels in which our solutions are marketed. We believe working with these partners will allow us to accelerate our brand awareness within a variety of industries, provide complementary capabilities, and differentiation that will attract new customers, while helping us to expand our customer base.

Our Competitive Strengths

Our IER capabilities are grounded in patented and proprietary technologies for robotic picking (each picking or unit handling), robotic movement and mobility (movement and storage of orders and goods), and system orchestration which enables various intelligent subsystems to work together so that the right work is being done at the right time to meet our customer’s needs. These are combined with the full suite of IER capabilities, defined above, which include cloud attributes, the ability to install in brownfield and greenfield settings, and a full spectrum of services from manufacturing of our product modules through to installation through to system operation. We are a leader in the robotics and AI automation industry with technologies we pioneer and develop and have over 300 patent filings and 71 U.S. and international patents issued to date. We incorporate our differentiated technologies into products (product modules) which are then incorporated into customer solutions – solutions that are designed by us to meet customer performance metrics like throughput and accuracy rates. This performant, whole-enterprise solution view, which includes differentiated technologies and a full IER suite of capabilities, enables customers to focus on the core of their business and creates attractive returns for them. We believe that these strengths provide us with competitive advantages now and into the future.

Proven technology – our solutions are in use today by large customers

To date, most of our deployments have been with large, Fortune 50 companies, where our technology and solutions in production have achieved targeted metrics including throughput, accuracy, equipment effectiveness, and others. Our customers include Walmart, Target, FedEx, SBG and TJX. Operations being performed include picking and mobility to fill orders.

Asset-light operations

Our core hardware product modules are manufactured via third-party contract manufacturers. This is a deliberate strategy and we believe our investment in our processes will enable us to scale production rapidly. We therefore do not have plans to build factories to produce our product modules. We intend to continue to utilize a network of contract manufacturers to leverage their expertise in scaling production systems, sourcing key raw materials and implementing world-class quality control processes. This approach reduces scaling risk and allows us to focus our resources on designing solutions, continuously improving our artificial intelligence platforms and ensuring customer satisfaction.

Creative pricing models

We offer the option for our customers to purchase our solutions outright or under a subscription-based RaaS pricing model. RaaS pricing models enable some customers easier access to our technology and to automate today and support their plans for tomorrow. RaaS makes it possible to address labor availability challenges, avoid costly new warehouse buildouts, and secure the fiscal benefits of complete AI-enabled robotics and automation solutions without requiring significant upfront capital requirements.

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Experienced management team and deep technological engineering capabilities

Our management team has operational experience bringing emerging technologies to market across the hardware and software sectors. Members of our management and engineering teams have significant experience at various companies and institutions focusing on robotics, artificial intelligence, and other automation technologies. Our ability to innovate and develop AI-enabled robotics and automation solutions is essential to our success. Of our approximately 275 employees as of March1, 2021, approximately 75% have technical degrees, 60% have advanced degrees and 28 employees have PhD’s. Our engineering team has more than 1,000 years of combined robotics experience and have developed artificial intelligence-based technology, product modules, and solutions to enable our customers to keep pace with the rapid rate of change in consumer buying behavior.

Competition

Today, we primarily compete against conventional, manual systems supported by human labor despite fundamental issues impacting businesses including labor availability, increasing consumer expectations, and increasing competitive pressures. This is partly due to the current low penetration of automation technology and partly due to the familiarity with existing manual systems and processes. When it comes to conventional equipment providers in this space, some provide equipment to support these manual processes such as conveyor belts and static manual shelving units that we, at Berkshire Grey, do not manufacture or sell as a primary solution. Some traditional material handling companies also offer AS/RS solutions which store and move goods in support of manual processes. In addition to traditional equipment providers, there are also development stage companies endeavoring to produce new technology for some of our targeted verticals and segments where many are focusing on component technologies, e.g., novel grippers, or even a mobile robot that, for example, performs only the specific task of carrying a batch picked-bin. There are also mature companies that provide component technologies such as vision or camera systems. Component technologies can be useful though from a whole solution perspective, these are elements of a solution, not a whole solution. At Berkshire Grey, we both pioneer new AI-enabled technologies and approach the customers from an enterprise perspective with our IER portfolio of capabilities, where solutions can include our technologies for picking, movement and mobility, and whole system orchestration – and where our services include full analysis and design, installation, and even system operation at the customers’ option. In addition to the discussion above, see Risk Factors for a discussion of material risks to us relating to our competitive position.

Customers

Our customers include some of the largest retailers and logistics companies in the world and include Walmart, Target, SBG, TJX and FedEx, and we also have additional small and medium sized customers within our five market verticals: retail, ecommerce, grocery, parcel and 3PL. Solutions deployed to date include picking and mobility. Since 2019, our customers have ordered approximately $114million of solutions from us, and as of December31, 2020, we had orders of approximately $70million in backlog that we expect to deliver and install during 2021 and early 2022.

Research and Development

We believe our research and development capability provides us with a key competitive advantage. Our team of engineers has more than 1,000 years of combined advanced robotics experience and have backgrounds at many of the world-leading robotics, artificial intelligence and research organizations. We conduct research and development in our Innovation and R&D centers in in Bedford and Lexington Massachusetts, as well as at our R&D center located in Pittsburgh, Pennsylvania.

Our research and development activities currently include programs in the following areas:

•        Expanding the capabilities and making improvements to our technology – We intend to continually improve our technologies, differentiated hardware, and software platforms based on the learning from our installed base and areas that we identify can provide more benefit to our customers. We also intend to expand our efforts to continuously reduce system cost.

•        Expand the capabilities of our artificial intelligence software platforms – Our product modules and solutions are powered by our artificial intelligence software platforms which we expect will constantly evolve to become more robust, offer more value-add capability, improve system performance and expand solutions offerings.

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•        Expand our product module and solution offerings – The robotics and AI automation industry is constantly evolving and needs to be flexible based on the changing buying behaviors of consumers and the introduction of new technologies. We intend to expand our product module and solution offerings to provide additional solutions for customers in application areas for which we currently do not have a solution. Additionally, we intend to develop solutions in adjacent applications, which could help expand our customer base or expand the penetration within existing and prospective customers.

Sales and Marketing

We sell our AI-enabled robotics and automation solutions primarily through direct sales. We have general managers leading each market vertical who have teams in place to build our pipelines and expand our customer base. We also have dedicated resources for certain key anchor customers due to their size and potential opportunity. We intend to continue to invest in our sales and marketing efforts to build our customer base and expand geographically, and we expect to focus on many of the largest businesses within each market vertical.

We intend to pursue strategic partnerships with systems integrators, companies with complimentary technologies, software application providers, distributors, and consulting firms to expand the channels in which our solutions are marketed. We believe working with these partners will allow us to accelerate our brand awareness within a variety of industries, provide complementary capabilities, and differentiation that will attract new customers, while helping us to expand our customer base.

Manufacturing and Suppliers

Our hardware product modules are manufactured via third-party contract manufacturers with international quality certifications. We develop and design product modules and processes and often build engineering prototypes in our R&D facilities or Innovation Centers. Our engineers and supply chain teams work collaboratively with our third-party contract manufacturers to develop processes to enable commercialization at scale. Our third-party contract manufacturers provide a variety of services including sourcing off-the-shelf components, manufacturing custom components, final assembly and integration, end of line testing and quality assurance per our specifications.

We initially manage the supply chain for key components, and then set up supply agreements to ensure stable supply and redundancy where applicable. Depending on the criticality of the component, our internal supply chain group may continue to manage the supplier relationship throughout the life of the solution. Commodity consumables are qualified and purchased directly from known industry leaders and provided to the customer to properly support equipment operation. In some circumstances, key consumables used in our solutions are developed and produced with partners to ensure protection of intellectual property and production that meets our specifications and quality requirements.

Intellectual Property

Our ability to drive innovation in the robotics and AI automation market depends in part upon our ability to protect our core technology and intellectual property. We seek to protect our intellectual property rights, both in the United States and abroad, through a combination of patent, trademark, copyright and trade secret laws, as well as nondisclosure and invention assignment agreements with our contractors and employees and through non-disclosure agreements with our customers, vendors and business partners. Unpatented research, development, know-how and engineering skills make an important contribution to our business, but we pursue patent protection when we believe it is possible and consistent with our overall strategy for safeguarding intellectual property.

As of March1, 2021, we had over 300 patent filings and 71 issued U.S. and international patents. Our patents and patent applications are directed to, among other things, intelligent robotics for the enterprise and span areas of focus including overall systems and processes, sensing and perception, gripping, and other mechanisms. In addition, we own more than 30 U.S. trademarks registrations and applications in the U.S. and foreign jurisdictions.

Employees and Human Capital Resources

Our employees are critical to our success. As of March1, 2021, we had approximately 275 full-time employees based primarily in the greater Boston, Massachusetts area, as well as in offices in Pittsburgh, PA and Reading, UK. We also engage consultants and contractors to supplement our permanent workforce on an as needed basis. A majority

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of our employees are engaged in engineering, research and development, and related functions. To date, we have not experienced any work stoppages and consider our relationship with our employees to be in good standing. None of our employees are subject to a collective bargaining agreement or represented by a labor union.

Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and additional employees. The principal purposes of our incentive plans are to attract, retain and motivate selected employees and consultants through the granting of stock-based compensation awards and cash-based performance awards.

Facilities

Our corporate headquarters is located in an approximately 70,000 square foot facility that we lease in Bedford, Massachusetts. The lease expires in 2031 and we have the option to extend for two additional five-year periods. Our facilities we lease in Massachusetts, Pennsylvania, Reading UK, are summarized below. We believe that our leased office space is adequate for our current needs and, should we need additional space, we believe we will be able to obtain additional space on commercially reasonable terms.

Location	~Size (sq ft)	Lease Expiration	Purpose
Bedford, MA (Main)	70,000	2031	Innovation Center & Headquarters
Lexington, MA	31,000	April 2022	R&D and Admin
Pittsburgh, PA	20,500	September 2025	R&D
Reading, UK	500	June 2021	EMEA S&M

Government Regulations

Compliance with various governmental regulations has an impact on our business, including our capital expenditures, earnings and competitive position, which can be material. We incur costs to monitor and take actions to comply with governmental regulations that are applicable to our business, which include, among others, laws, regulations and permitting requirements of federal, state and local authorities, including related to environmental, health and safety, anti-corruption and export controls. In addition to the discussion below, see Risk Factors, for a discussion of material risks to us, including, to the extent material, to our competitive position, relating to governmental regulations, and see Berkshire Grey’s Management’s Discussion and Analysis of Financial Condition and Results of Operation, together with our consolidated financial statements, including the related notes included therein, for a discussion of material information relevant to an assessment of our financial condition and results of operations, including, to the extent material, the effects that compliance with governmental regulations may have upon our capital expenditures and earnings.

Environmental Matters

We are subject to domestic and foreign environmental laws and regulations governing our operations, including, but not limited to, emissions into the air and water and the use, handling, disposal and remediation of hazardous substances. A certain risk of environmental liability is inherent in our production activities, operation of our solutions and the disposal of our solutions. These laws and regulations govern, among other things, the generation, use, storage, registration, handling and disposal of chemicals and waste materials, the presence of specified substances in electrical products, the emission and discharge of hazardous materials into the ground, air or water, the cleanup of contaminated sites, including any contamination that results from spills due to our failure to properly dispose of chemicals and other waste materials and the health and safety of our employees.

The export of our solutions internationally from our facilities subjects us to environmental laws and regulations concerning the import and export of electronics and other equipment. These laws and regulations require the testing and registration of some materials that form a part of our solutions.

See “Risk Factors — We are subject to environmental, health and safety laws and regulations related to our operations and the use of robotic pick, pack and place technologies, which could subject us to compliance costs and/or potential liability in the event of non-compliance” beginning on page 28 of this proxy statement/prospectus for additional information about the environmental, health and safety laws and regulations that apply to our business.

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Export and Trade Matters

We are subject to anti-corruption laws and regulations imposed by governments around the world with jurisdiction over our operations, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010, as well as the laws of the countries where we do business. We are also subject to various trade restrictions, including trade and economic sanctions and export controls, imposed by governments around the world with jurisdiction over our operations. For example, in accordance with trade sanctions administered by the U.S. Department of Treasury’s Office of Foreign Assets Control and export controls administered by the U.S. Department of Commerce, we are prohibited from engaging in transactions involving certain persons and certain designated countries or territories, including Cuba, Iran, Syria, North Korea and the Crimea Region of Ukraine. In addition, our solutions may be subject to export regulations that can involve significant compliance time and may add additional overhead cost to our solutions. In recent years the United States government has a renewed focus on export matters. For example, the Export Control Reform Act of 2018 and regulatory guidance thereunder have imposed additional controls and may result in the imposition of further additional controls, on the export of certain “emerging and foundational technologies.” Our current and future solutions may be subject to these heightened regulations, which could increase our compliance costs.

See “Risk Factors — Failure of our global operations to comply with anti-corruption laws and various trade restrictions, such as sanctions and export controls, could have an adverse effect on our business” beginning on page 28 of this proxy statement/prospectus for additional information about the environmental, health and safety laws and regulations that apply to our business.

Legal Proceedings

We may be subject from time to time subject to various claims, lawsuits and other legal and administrative proceedings arising in the ordinary course of business. Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions or relief. We intend to recognize provisions for claims or pending litigation when we determine that an unfavorable outcome is probable and the amount of loss can be reasonably estimated. Due to the inherent uncertain nature of litigation, the ultimate outcome or actual cost of settlement may materially vary from estimates.

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MANAGEMENT OF BERKSHIRE GREY

References in this section to “we”, “our”, “us” and “Berkshire Grey” generally refer to Berkshire Grey, Inc. and its consolidated subsidiaries.

The following table sets forth, as of March19, 2021, certain information regarding our directors and executive officers who are responsible for overseeing the management of our business.

Name	Age	Position
Thomas Wagner	54	Chief Executive Officer and Director
Steven Johnson	57	President & Chief Operating Officer
Mark Fidler	50	Chief Financial Officer
Peter Barris	70	Director
Sven Strohband	48	Director
Kenichi Yoshida	45	Director

Executive Officers

Thomas Wagner.    Dr. Wagner has served as our Chief Executive Officer and has been a member of our board of directors since October 2013. Previously, he served as the Chief Technology Officer of iRobot Corporation, a publicly traded robotics company, from 2008 to 2012. Prior to joining iRobot, Dr. Wagner served at the Defense Advanced Research Projects Agency (DARPA), the research and development agency of the U.S. Department of Defense, where he managed programs in artificial intelligence, robotics, logistics, communications, command and control, tele-health, connected devices, and connected intelligent assistants. Earlier in his career, Dr. Wagner served as a principal lead at Honeywell, a professor at the University of Maine and in leadership and advisory roles in small & startup companies. He holds a Ph.D. in artificial intelligence and computer science from the University of Massachusetts Amherst, a M.S. from the University of New Hampshire and a B.S. from Michigan State University.

Steven Johnson.    Mr.Johnson has served as our President and Chief Operating Officer since October 2019. From May 2018 to October 2019, he served as the Chief Commercial Officer of Intelex, a global enterprise software company, which was acquired for $570million in June 2019 by Industrial Scientific. Prior to joining Intelex, Mr.Johnson served as President and Chief Operating Officer for Vidyard from March 2016 to April 2018, and from 2011 to December 2015 as Chief Revenue Officer for Hootsuite, an enterprise software company used by a number of Fortune 100 companies. Earlier in his career, Mr.Johnson worked for a number of category-creating software companies in the customer-relationship management, database management, total interaction management, and other spaces. He holds an MBA from Northwestern’s Kellogg Business School with an emphasis in Management, Marketing, and International Business and a B.S. in Accounting from Union College.

Mark Fidler.    Mr.Fidler has served as our Chief Financial Officer since September 2020. He has more than 25 years of experience in all aspects of finance and accounting, capital raising, tax, audit and strategic planning. Prior to joining Berkshire Grey, from 2015 to 2020, he served as Chief Financial Officer and a member of the board of directors of NEC Energy Solutions. Mr.Fidler also served as Chief Financial Officer of ReEnergy Holdings, LLC from 2013 to 2015. Prior to that, from 2011 to 2013, he was the Chief Financial Officer of Ambient Corporation (Nasdaq: AMBT), a leading provider of utility-scale smart grid solutions, where he led the company’s listing on the Nasdaq. Earlier in his career, Mr.Fidler served as the corporate controller and Vice President of Finance at Evergreen Solar, Inc., held senior finance roles at the Boston Consulting Group and Hampshire Chemical Corporation, and worked in the audit practice of Coopers & Lybrand. A certified public accountant, Mr.Fidler has a B.S. degree in Accounting from Syracuse University and an MBA from Northeastern University.

Non-Employee Directors

Peter Barris.    Mr.Barris has served as a director of Berkshire Grey since April 2016. From 1999 to 2017, Mr.Barris was the Managing General Partner of New Enterprise Associates (“NEA”), a venture capital firm with over $20billion of assets under management. Under his leadership, NEA invested in transformative technology companies including CareerBuilder, Tableau, Diapers.com, Groupon, Jet.com, Juniper Networks, Macromedia, Salesforce.com, TiVo, and Workday. Mr.Barris also serves on the board of directors of Groupon, Inc. (Nasdaq: GRPN) and Sprout Social, Inc. (Nasdaq: SPT) and is currently a director of several private companies. Prior to joining NEA, Mr.Barris was President and Chief Operating Officer of Legent Corporation and Senior Vice President of the Systems Software

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Division of UCCEL Corporation. Earlier, Mr.Barris spent almost a decade at General Electric Company in a variety of management positions, including Vice President and General Manager at GE Information Services. He is Vice-Chair of the Northwestern University Board of Trustees and serves on the board of the In-Q-Tel and The Brookings Institute. Mr.Barris has also served on the Executive Committee of the Board of the National Venture Capital Association and was a founding member of Venture Philanthropy Partners, a philanthropic organization in the Washington, D.C. area. Mr.Barris has a BSEE degree from Northwestern University and an MBA from the Tuck School of Business at Dartmouth.

Sven Strohband.    Dr. Strohbald has served as a director of Berkshire Grey since March 2018. From November 2012 to May 2018, Dr. Strohband served as the Chief Technology Officer of Khosla Ventures, and he has been a managing director of Khosla Ventures since May 2018. He has worked on numerous technologies ranging from autonomous robots, automotive LED front lighting, user interface and display technologies and RFID systems. Prior to joining Khosla Ventures, Dr. Strohband spent six years at Mohr Davidow Ventures, where he started as an associate and became the Chief Technology Officer of the firm, leading the firm’s technical diligence process for the infrastructure IT and sustainability practices. Previously, Dr. Strohbald was a project manager for the Electronics Research Lab of Volkswagen in Silicon Valley and the lead engineer and project lead for the Stanford racing team’s autonomous car, “Stanley,” which became the foundation for the Google self-driving car project and also won the 2005 DARPA Grand Challenge. Dr. Strohbald holds a Bachelor’s of Science degree in mechanical engineering from Purdue University and a Doctor of Philosophy degree in mechanics and computation from Stanford University.

Kenichi Yoshida.    Mr.Yoshida has served as a director of Berkshire Grey since October 2019. Since August 2014, Mr.Yoshida has served as the Executive Vice President and Chief Business Officer at SoftBank Robotics Group. He has also served as a member of the board of directors of the Intelligent Cleaning Equipment Company since September 2019. Mr.Yoshida has a degree in business administration from Hitotsubashi University in Tokyo, Japan.

Executive Compensation

As an emerging growth company, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act. The compensation provided to Berkshire Grey’s named executive officers for the fiscal year ended December31, 2020 is detailed in the 2020 Summary Compensation Table and accompanying footnotes and narrative that follow. Berkshire Grey’s named executive officers, are:

•        Thomas Wagner, Berkshire Grey’s Chief Executive Officer;

•        Steven Johnson, Berkshire Grey’s President and Chief Operating Officer; and

•        Mark Fidler, Berkshire Grey’s Chief Financial Officer.

2020 Summary Compensation Table

The following table sets forth information regarding compensation awarded to, earned by, or paid to Berkshire Grey’s named executive officers for services rendered to Berkshire Grey’s in all capacities during the fiscal year ended December 31, 2020.

Name and principalposition	Year	Salary		Bonus(1)		Stock Awards		Option Awards(2)			Non-Equity Incentive Plan Compensation(3)		Nonqualified deferred compensation earnings		All Other Compensation(4)		Total
Thomas Wagner Chief Executive Officer	2020	$	341,154	$	—	$	—	$	1,307,300	​(5)	$	187,500	$	—	$	11,400	$	1,847,354
Steven Johnson President and Chief Operating Officer	2020		300,000		—		—		—			150,000		—		6,959		456,959
Mark Fidler Chief Financial Officer(6)	2020		113,077		58,333		—		1,441,578			—		—		942		1,613,930

____________

(1)      Mr.Fidler’s 2020 bonus was guaranteed as described in his offer letter.

(2)      Represents the aggregate grant date fair value of stock option awards computed in accordance with FASB ASC Topic 718, rather than an amount paid to or realized by the named executive officer. The value of the grants was determined by application of the Black-Sholes option-pricing model with no discount for estimated forfeitures. Key assumptions include the underlying value of the common stock, risk free rate of return, expected life of the option, expected stock price volatility and expected dividend yield.

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(3)      Amounts shown reflect discretionary bonuses to each of Dr. Wagner and Mr.Johnson earned in 2020 with respect to the achievement of predetermined corporate and individual performance goals, as determined by Berkshire Grey’s board of directors.

(4)      The amounts reported represent 401(k) matching contributions made by us.

(5)      The fair value of option awards as set forth above includes $0, which is the aggregate grant date fair value of 500,044 stock options that will vest upon the achievement of performance criteria to be determined by Berkshire Grey’s board of directors, based on probable achievement of such criteria. Assuming maximum achievement, the grant date fair value of the performance-based stock options granted to Dr. Wagner is $0. In accordance with FASB ASC Topic 718, the fair value of these stock options will not be determinable until such criteria are determined.

(6)      Mr.Fidler joined Berkshire Grey on September 1, 2020.

Narrative Disclosure to Summary Compensation Table

The amounts provided above were paid pursuant to the terms of each named executive officer’s employment agreement or offer letter, in each case, as described below.

Thomas Wagner.    In October 2013, we entered into an employment agreement with Dr. Wagner, or the “Wagner Employment Agreement,” for the position of Chief Executive Officer. The Wagner Employment Agreement provides for Dr. Wagner’s at-will employment. Dr. Wagner’s current annual base salary is $375,000, which is subject to annual review and increase, and he is eligible for cash bonuses from time to time as determined by Berkshire Grey’s board of directors. Dr. Wagner is eligible to participate in the employee benefit plans available to Berkshire Grey’s employees, subject to the terms of those plans. As a condition to the Wagner Employment Agreement, Dr. Wagner is subject to Berkshire Grey’s Employee Restrictions and Proprietary Information Agreement.

Pursuant to the Wagner Employment Agreement, as amended, in the event that Dr. Wagner’s employment is terminated by Berkshire Grey without “cause” (and other than due to Dr. Wagner’s death or “disability”) (as such terms are defined in the Wagner Employment Agreement), subject to the execution and effectiveness of a general release of claims, he will be entitled to receive six months of base salary and benefits continuation. In addition, Dr. Wagner’s options are subject to full accelerated vesting if Dr. Wagner’s employment is terminated by Berkshire Grey without “cause” (and other than due to Dr. Wagner’s death or “disability”) (as such terms are defined in the Wagner Employment Agreement) within three months preceding and 12months following certain liquidity events of Berkshire Grey.

Steven Johnson.    In October 2019, we entered into an employment agreement with Mr.Johnson, or the “Johnson Employment Agreement,” for the position of President and Chief Operation Officer. The Johnson Employment Agreement provides for Mr.Johnson’s at-will employment. Mr.Johnson’s current annual base salary is $300,000, which is subject to annual review and increase, and he is eligible for an annual bonus with a target amount equal to 50% of his base salary. In addition, pursuant to the Johnson Employment Agreement, Mr.Johnson purchased 1,191,871 restricted Berkshire Grey common shares, or the “Johnson Shares,” with a promissory note and pledge agreement, which note and pledge agreement will be satisfied in exchange for vested shares of Berkshire Grey Common Stock prior to and contingent upon the closing of the Business Combination. The Johnson Shares are subject time- and performance-based vesting, such that 50% of the Johnson Shares shall vest over four years, subject to Mr.Johnson’s continued service with Berkshire Grey and the remaining 50% shall vest upon the achievement of certain Berkshire Grey performance conditions. Mr.Johnson was also eligible for reimbursement by Berkshire Grey of up to $10,000 in attorney’s fees incurred in connection with the negotiation of the Johnson Employment Agreement and is also eligible to participate in the employee benefit plans available to Berkshire Grey employees, subject to the terms of those plans. As a condition to the Johnson Employment Agreement, Mr.Johnson is subject to Berkshire Grey’s Non-Competition, Non-Solicitation, Non-Disclosure and Intellectual Property Agreement.

Pursuant to the Johnson Employment Agreement, in the event that Mr.Johnson’s employment is terminated by Berkshire Grey without “cause” (and other than due to Mr.Johnson’s death or “disability”) or Mr.Johnson resigns for “good reason” (as each terms are defined in the Johnson Employment Agreement) (such termination a “qualifying termination”), subject to the execution and effectiveness of a general release of claims, he will be entitled to receive (i) twelve months of base salary continuation, (ii) a prorated amount of his annual bonus earned during the year of termination, if Berkshire Grey’s board of directors so determines to pay bonuses for such year, (iii) an amount of annual bonus with respect to the year prior to the year of termination, if Berkshire Grey’s board of directors so determines to pay bonuses for such year, he has not yet received payment of the bonus for such prior year and Mr.Johnson’s employment is terminated after December 31 of such year, (iv) subject to the Mr.Johnson’s timely election to continue

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COBRA health coverage, continued medical coverage, fully paid by Berkshire Grey under Berkshire Grey’s medical plan until the earlier of (A) twelve months following termination or (B) Mr.Johnson’s eligibility for group medical plan benefits under any other employer’s group medical plan, and (v) the Johnson Shares that (i) would have vested over the six-month period following termination and (ii) are subject to time-based vesting conditions only, shall automatically vest.

Pursuant to the Johnson Employment Agreement, if Mr.Johnson undergoes a qualifying termination during the period beginning three months prior to and ending 6months following a “change of control” (as defined in the Johnson Employment Agreement), he will be eligible to receive (i) a lump sum payment equal to 12months of his base salary, (ii) a severance bonus in an amount equal to 100% of his target annual bonus for such year, (iii) an amount of annual bonus with respect to the year prior to the year of termination, if Berkshire Grey’s board of directors so determines to pay bonuses for such year and Mr.Johnson is terminated after December 31 of such year, (iv) subject to Mr.Johnson’s timely election to continue COBRA health coverage, continued medical coverage, fully paid by Berkshire Grey under Berkshire Grey medical plan until the earlier of (A) twelve months following termination or (B) Mr.Johnson’s eligibility for group medical plan benefits under any other employer’s group medical plan, and (v) the automatic vesting acceleration of all equity awards held by him.

In the event of a change of control of Berkshire Grey, which results in Mr.Johnson receiving “parachute payments” within the meaning of Section 280G of the Internal Revenue Code subject to the applicable excise tax, the Johnson Employment Agreement requires that such payments be reduced to avoid the imposition of such excise tax, but only to the extent such reduction results in a better after-tax position to Mr.Johnson.

Mark Fidler.    In August 2020, we entered into an offer letter with Mr.Fidler, or the “Fidler Offer Letter,” for the position of Chief Financial Officer. The Fidler Offer Letter provides for Mr.Fidler’s at-will employment. Mr.Fidler’s current annual base salary is $350,000, which is subject to annual review and increase, and he is eligible for an annual bonus with a target amount equal to 50% of his base salary (but, for 2020 only, Mr.Fidler was guaranteed a bonus of $58,333.33). In addition, the Fidler Offer Letter provides for a grant of options to acquire Berkshire Grey Common Stock equal to 1.0% of the shares of common stock as of the date of grant, or the “Fidler Options.” The Fidler Options are subject to time-based vesting conditions such that 25% of the Fidler Options shall vest upon the first anniversary of the date of commencement of employment followed by equal monthly vesting for three years thereafter. Mr.Fidler is eligible to participate in the employee benefit plans available to Berkshire Grey’s employees, subject to the terms of those plans. As a condition to the Fidler Offer Letter, Mr.Fidler is subject to Berkshire Grey’s Confidential/Proprietary Information Agreement.

Pursuant to the Fidler Offer Letter, in the event that Mr.Fidler’s employment is terminated by Berkshire Grey without “cause” or Mr.Fidler resigns for “good reason” (as each term is defined in the Fidler Employment Agreement), subject to the execution and effectiveness of a general release of claims, he will be entitled to receive six months of base salary and benefits continuation. In addition, the Fidler Options are subject to full accelerated vesting if Mr.Fidler’s employment is terminated by Berkshire Grey without cause or he resigns for good reason within three months preceding and 12months following certain liquidity events of Berkshire Grey.

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Outstanding Equity Awards at December 31, 2020

The following table sets forth certain information with respect to outstanding equity awards held by Berkshire Grey’s named executive officers as of December31, 2020. The market value of the shares in the following table is the fair value of such shares at December31, 2020.

			Option Awards					Stock Awards
Name	Date of Grant		Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)(1)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Other Rights That Have Not Vested ($)(1)
Thomas Wagner	11/4/2020	​(2)	—	346,540	—	6.70	11/4/2030	—	—	—	—
Chief Executive	11/4/2020	​(3)	—	—	105,653	6.70	11/4/2030	—	—	—	—
Officer	12/9/2020	​(4)	—	36,671	—	6.70	12/9/2030	—	—	—	—
	12/9/2020	​(5)	—	—	394,391	6.70	12/9/2030	—	—	—	—
Steven Johnson	10/28/2019	​(6)	—	—	—	—	—	421,909	5,489,036	595,936	7,753,127
President and Chief Operating Officer
Mark Fidler	11/4/2020	​(7)	—	422,610	—	6.70	11/4/2030	—	—	—	—
Chief Financial Officer

____________

(1)      Market value of unvested shares is based on management’s retrospective determination of the fair market value of such shares as of December 31, 2020: $13.01.

(2)      The stock option is subject to time-based vesting, such that the stock options vests over four years, commencing on November 4, 2020, with 25% of the award vesting on the first anniversary of such date, followed by equal monthly vesting thereafter. In addition, the stock option is subject to automatic 100% acceleration upon a “change in control” (as defined in the stock option agreement).

(3)      The stock options vest at the discretion of the board of directors for achievement of performance milestones determined by the board of directors. The maximum number of options to acquire shares of stock Dr. Wagner may earn in connection with this award is 105,653. In addition, the stock option is subject to automatic 100% acceleration upon a “change in control” (as defined in the stock option agreement).

(4)      The stock option is subject to time-based vesting, such that the stock options vests over four years, commencing on December 9, 2020, such that 25% of the award vests upon the first anniversary of such date, followed by equal monthly vesting thereafter. In addition, the stock option is subject to automatic 100% acceleration upon a “change in control” (as defined in the stock option agreement).

(5)      The stock options vest at the discretion of the Board for achievement of performance milestones determined by the board of directors. The maximum number of options to acquire shares of stock Dr. Wagner may earn in connection with this award is 394,391. In addition, the stock option is subject to automatic 100% acceleration upon a change in control (as defined in the stock option agreement).

(6)      The restricted stock awards are subject to time- and performance-based vesting in equal parts. The time-based vesting portion the restricted stock awards vest over four years, commencing on October 28, 2019, such that 25% of the award vests upon the first anniversary of such date, followed by equal monthly vesting thereafter. The performance-based vesting portion of the awards vests upon the achievement of corporate financial performance criteria.

(7)      The stock option is subject to time-based vesting, such that the stock options vest over four years, commencing on September 1, 2020, such that 25% of the award vests upon the first anniversary of such date, followed by equal monthly vesting thereafter.

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Employee Benefits and Equity Compensation Plans

2013 Stock Option and Purchase Plan

Berkshire Grey 2013 Stock Option and Purchase Plan (the “2013 Plan”) was adopted by Berkshire Grey’s board of directors in October 2013, Berkshire Grey’s stockholders in October 2013 and amended and restated in November 2020. The 2013 Plan allows the administrator of the plan to make equity-based incentive awards to Berkshire Grey’s employees, directors, consultants and advisors.

Authorized Shares.    Berkshire Grey reserved 10,017,823shares of Berkshire Grey Common Stock for the issuance of awards under the 2013 Plan, subject to adjustment in the event of a stock split, stock dividend or other change in Berkshire Grey capitalization. The shares issued under the 2013 Plan are either (i) authorized but unissued shares or (ii) treasury shares. The shares of Berkshire Grey Common Stock underlying any awards that are forfeited or reacquired by Berkshire Grey prior to vesting under the 2013 Plan are added back to the shares of common stock available for issuance under the 2013 Plan.

Administration.    The 2013 Plan is administered by either Berkshire Grey’s board of directors or a committee as selected by Berkshire Grey’s board of directors, or Administrator. The Administrator has the full power to select, from among the individuals eligible for awards, the individuals to whom awards are granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the 2013 Plan among other authority.

Eligibility.    Persons eligible to participate in the 2013 Plan are those employees, directors, consultants and advisors, as selected from time to time by the Administrator in its discretion.

Options.    The 2013 Plan permits the granting of both options to purchase Berkshire Grey Common Stock intended to qualify as incentive stock options under Section 422 of the Code and options that do not so qualify. The option exercise price of each option is determined by the Administrator but may not be less than 100% of the fair market value of Berkshire Grey Common Stock on the date of grant unless the option is granted (i) pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code or (ii) to individuals who are not subject to U.S. income tax. The term of each option is fixed by the Administrator and may not exceed 10 years from the date of grant. The Administrator determines at what time or times each option may be exercised.

Other Awards.    The Administrator may sell shares of common stock or otherwise award other stock-based awards subject to such conditions and restrictions as it may determine. These conditions and restrictions may include the achievement of certain performance goals and/or continued employment or other service relationship with Berkshire Grey through a specified vesting period.

Corporate Transactions.    The 2013 Plan provides that upon a merger with another entity, sale of all or substantially all of Berkshire Grey’s assets, sale of a majority of the voting power of the stock of Berkshire Grey, then the Administrator may provide for the following: (i) the continuation of all stock options granted under the 2013 Plan (or substitution for equivalent options of the acquiror, as applicable), (ii) upon written notice to the participants of the 2013 Plan, provide that all stock options must be exercised, to the extent exercisable, over the course of a specified period, after which all stock options shall terminate, or (iii) terminate all stock options in exchange for a payment, in either cash or such other form as to be received by the stockholders of Berkshire Grey in such transaction, equal to the excess of the fair market value of the underlying shares subject to the stock options over such stock options’ exercise price with respect to the stock options then exercisable, including with respect to any stock options made fully exercisable by the Administrator in connection with the transaction.

Amendment.    Berkshire Grey’s board of directors may amend or discontinue the 2013 Plan or any form of award agreement for the purpose of satisfying changes in law or for any other lawful purpose, at any time. Certain amendments to the 2013 Plan or to the terms of outstanding options or stock appreciation rights will require the approval of Berkshire Grey stockholders.

No awards may be granted under the 2013 Plan after the date that is 10 years from the date on which the 2013 Plan became effective. Upon the effectiveness of the 2021 Plan, no additional awards will be made under the 2013 Plan.

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2021 Stock Option and Incentive Plan

Effective upon the completion of the Business Combination and in connection with the implementation of the 2021 Plan, we intend to grant awards to certain executive officers, however, such awards to executive officers, employees and consultants under the 2021 Plan are discretionary and cannot be determined at this time. See the section entitled “Proposal No. 5 — Incentive Plan Proposal” beginning on page 86 of this proxy statement/prospectus.

Employee Benefit Plans

Berkshire Grey’s named executive officers are eligible to participate in Berkshire Grey’s employee benefit plans, including Berkshire Grey’s medical, dental, vision, group life and accidental death and dismemberment insurance plans, in each case, on the same basis as all of Berkshire Grey’s other employees. Berkshire Grey also maintains a 401(k) plan for the benefit of its eligible employees, including the named executive officers, as discussed in the section “ 401(k) plan.”

401(k) Plan

Berkshire Grey maintains a 401(k) retirement savings plan, or the 401(k) Plan, that provides eligible U.S. employees with an opportunity to save for retirement on a tax-advantaged basis. Under the 401(k) Plan, eligible employees may defer eligible compensation subject to applicable annual contribution limits imposed by the Internal Revenue Service. Berkshire Grey’s employees’ pre-tax contributions are allocated to each participant’s individual account and participants are immediately and fully vested in their contributions. The 401(k) Plan is intended to be qualified under Section 401(a) of the Code with the 401(k) Plan’s related trust intended to be tax exempt under Section 501(a) of the Code. Berkshire Grey makes matching contributions to eligible participants equal to the first 4% of the participants’ contributions.

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DIRECTOR COMPENSATION

The following table presents the total compensation for each person who served as a non-employee member of Berkshire Grey’s board of directors during the year ended December31, 2020. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of Berkshire Grey’s board of directors in 2020 for their services as members of the board of directors.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Peter Barris	—	—	—	—	—	—	—
Sven Strohband	—	—	—	—	—	—	—
Kenichi Yoshida	—	—	—	—	—	—	—

We expect to adopt a director compensation program that will become effective following the Business Combination. Under this director compensation program, we expect that we will pay our non-employee directors a cash retainer for service on the board of directors and for service on each committee on which the director is a member. We expect the chairman of the board of directors and of each committee will receive higher retainers for such service. We expect these fees will be payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment will be prorated for any portion of such quarter that the director is not serving on our board of directors and no fee will be payable in respect of any period prior to the completion of this offering. We expect the fees paid to non-employee directors for service on the board of directors and for service on each committee of the board of directors on which the director is a member are as follows:

	Member Annual Fee	Chairman Annual Fee
Board of Directors	$	$
Audit Committee	$	$
Compensation Committee	$	$
Nominating and Corporate Governance Committee	$	$

We also expect to continue to reimburse our non-employee directors for reasonable travel and other expenses incurred in connection with attending meetings of our board of directors and any committee of our board of directors on which he or she serves.

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BERKSHIRE GREY’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis provide information which Berkshire Grey’s management believes is relevant to an assessment and understanding of Berkshire Grey’s consolidated results of operations and financial condition. You should read the following discussion and analysis of Berkshire Grey’s financial condition and results of operations together with the section titled “Selected Consolidated Financial Information of Berkshire Grey” and Berkshire Grey’s audited consolidated financial statements and notes thereto and unaudited condensed consolidated financial statements and notes thereto included elsewhere in this proxy statement/prospectus. This discussion and analysis should also be read together with Berkshire Grey’s pro forma financial information as of and for the year ended December 31, 2020. In addition to historical financial information, this discussion contains forward-looking statements based upon Berkshire Grey’s current expectations that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this proxy statement/prospectus. Unless otherwise indicated or the context otherwise requires, references in this Berkshire Grey Management’s Discussion and Analysis of Financial Condition and Results of Operations section to “Berkshire Grey,” “we,” “us,” “our,” and other similar terms refer to Berkshire Grey and its consolidated subsidiaries.

Business Overview

Berkshire Grey is an Intelligent Enterprise Robotics (“IER”) company pioneering and delivering transformative AI-enabled robotic solutions that automate filling ecommerce orders for consumers or businesses, filling orders to resupply retail stores and groceries, and handling packages shipped to fill those orders. Our solutions transform supply chain operations and enable our customers to meet and exceed the demands of today’s connected consumers and businesses.

Our IER capabilities are grounded in patented and proprietary technologies for robotic picking (each picking or unit handling), robotic movement and mobility (movement and storage of orders and goods), and system orchestration which enables various intelligent subsystems to work together so that the right work is being done at the right time to meet our customer’s needs. We are a technology leader in robotics and AI automation with an intellectual property position buttressed by trade secrets supporting our technologies and over 300 patent filings with 71 U.S. and international patents issued to date in technologies including robotic picking, mobility, gripping, sensing and perception, general robot control, and differentiated supporting mechanisms. Our proprietary technologies enable us to offer holistic solutions that automate supply chain operations. Our solutions include moving goods to robots that then pick and pack ecommerce or retail orders, robotically moving and organizing inventory and orders within a warehouse or logistics facility, and robotically sorting packages and shipments.

Berkshire Grey is an IER company, a technology creator, and a deliverer of solutions. We are not a component technology company nor are we a conventional systems integrator. Instead, we create products from the technologies we pioneer and develop, and then incorporate the products (product modules) into solutions — solutions that incorporate said modules and are designed by us to meet customer performance metrics like throughput and accuracy rates. This technology plus performant, whole-enterprise solution view, enables customers to focus on the core of their business and creates attractive returns for them. Following the whole-enterprise solution view, we not only make, install, test, and commission the solutions, but we also offer customers continued support in the form of software updates as well as professional services including maintenance, system operation, and cloud-based monitoring and analytics. Because of our modular approach to solutions and the role of our software, we offer customers the ability to incrementally add to or change solutions, and we can incorporate outside technologies with our product modules if desired. The same modular attributes mean we can offer small and large solutions and can design for brownfield and greenfield installations. We offer customers a range of purchase options including a robotics-as-a-service (“RaaS”) program that minimizes the up-front capital required when compared to conventional equipment purchase models. We also realize recurring revenues from software maintenance and other services offered to our customers post-installation.

To date, most of our deployments have been with large, Fortune 50 companies, where our technology and solutions in production have achieved targeted metrics including throughput, accuracy, equipment effectiveness, and others. Our customers include Walmart, Target, FedEx, SBG and TJX. Since 2019, our customers have ordered approximately $114million of systems from us, and as of December31, 2020 we had orders of approximately $70million in backlog that we expect to deliver and install during 2021 and early 2022.

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In 2020 Target Corporation and SoftBank Robotics Corp comprised approximately 70% and 30% of our revenue, respectively, and in 2019 SoftBank Robotics Corp and Walmart, Inc. comprised approximately 60% and 30% of our revenue, respectively.

While we have more than a dozen product offerings incorporating AI and other advanced technologies, and we continue to develop new technologies and products. The strength of our team enables this continuous development — of our approximately 275 employees as of March1, 2021, approximately 75% have technical degrees, approximately 60% have advanced degrees and 28 employees have PhD’s. Our engineering team has more than 1,000 years of combined robotics experience.

We believe that our proprietary technology powered by our artificial intelligence software platform combined with our engineering capabilities and proven customer experiences will enable us to fully realize our potential in the large and rapidly growing robotics and AI automation industry.

Recent Developments

Merger Agreement

On February23, 2021, we entered into the Merger Agreement to effectuate the Business Combination with RAAC, a special purpose acquisition company. Upon the closing of the Business Combination, the combined operating company will be named Berkshire Grey, Inc. and is expected to continue to be listed on Nasdaq. Subject to the terms and conditions of the Merger Agreement, upon the effective time, each issued and outstanding share of Berkshire Grey Common Stock, other than (i) any such shares held in the treasury of Berkshire Grey and (ii) any shares held by stockholders of Berkshire Grey who have perfected and not withdrawn a demand for appraisal rights, will be canceled and converted into the right to receive a number of newly issued shares of RAAC Class A Common Stock (with each share valued at $10.00) equal to (x) $2,250,000,000 divided by (y) the number of shares of Aggregate Fully Diluted Company Stock (as defined in the Merger Agreement). Immediately prior to the effective time, all issued and outstanding shares of Berkshire Grey Preferred Stock will be converted into shares of Berkshire Grey Common Stock.

In connection with the Business Combination, the stockholders of Berkshire Grey will exchange their interests in Berkshire Grey for shares of RAAC Class A Common Stock. After consummation of the merger, the funds held in the Trust Account and the proceeds of the PIPE Investment will be used to pay holders of the RAAC Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination and for Berkshire Grey’s working capital and general corporate purposes.

The combined entity is expected to continue to operate under the Berkshire Grey management team, with John K. Delaney remaining on the New Berkshire Grey Board. For more information, see “Management After the Business Combination.” Completion of the Business Combination, which is currently expected in the second quarter of 2021, is subject to approval of the RAAC Stockholders and the satisfaction or waiver of certain other customary closing conditions.

COVID-19

In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. It is not possible to accurately predict the full impact of the COVID-19 pandemic on our business, financial condition and results of operations due to the evolving nature of the COVID-19 pandemic and the extent of its impact across industries and geographies and numerous other uncertainties. For example, we face uncertainties about the duration and spread of the outbreak, additional actions that may be taken by governmental entities, and the impact it may have on the ability of us, our customers, our suppliers, our manufacturers, and our other business partners to conduct business. Governments in affected regions have implemented, and may continue to implement, safety precautions which include quarantines, travel restrictions, business closures, cancellations of public gatherings, and other measures as they deem necessary. Many organizations and individuals, including our company and employees, are taking additional steps to avoid or reduce infections, including limiting travel and working from home. These measures are disrupting normal business operations and have had significant negative impacts on businesses and financial markets worldwide. We continue to monitor our operations and government recommendations and have made modifications to our normal operations because of the COVID-19 pandemic, including requiring most non-engineering or operations-related team members to work remotely, utilizing heightened cleaning and sanitization procedures, implementing new health and safety protocols and reducing non-essential travel.

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To date, travel restrictions and capacity limits at customer locations imposed in response to the COVID-19 pandemic have caused delays in the deployment of two customer contracts; however, the pandemic has not significantly impacted our financial condition and operations. We cannot predict the future extent or duration of the impact that the COVID-19 pandemic will have on our financial condition and operations. The impact of the COVID-19 pandemic on our financial performance will depend on future developments, including the duration and spread of the outbreak and related governmental advisories and restrictions. These developments and the impact of the COVID-19 pandemic on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, Berkshire Grey’s results may be materially adversely affected.

Critical Accounting Policies and Significant Estimates

Revenue Recognition

We primarily derive revenues from the sale of our AI-enabled robotics and automation solutions, which consist of a network of automated machinery installed at the customer location and configured to meet specified performance requirements. Revenue is recognized when control of the promised products is transferred to the customer, or when services are satisfied under the contract, in an amount that reflects the consideration Berkshire Grey expects to be entitled to in exchange for those products or services (the transaction price). Revenue is recognized only to the extent that it is probable that a significant reversal of revenue will not occur. Taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from revenue.

Our customer contracts typically have multiple performance obligations. Judgment is required to determine whether performance obligations specified in these contracts are distinct and should be accounted for as separate revenue transactions for recognition purposes. We also provide assurance-based warranties that are not considered a distinct performance obligation. We allocate the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices (“SSP”) of the promised goods or services underlying each performance obligation.

We have had limited standalone sales of our solutions and services. We began generating revenue from the sale of systems in 2018. The absence of observable prices resulting from our relatively short period of revenue generation requires us to estimate the SSPs of distinct performance obligations in a given contract. We use a cost plus margin approach to determine the SSP for separate performance obligations. Expected margins may vary based on the complexity of the underlying equipment and technologies. Our determination of SSP may change in the future as standalone sales of solutions and services occur, providing observable prices.

Each customer contract is evaluated individually to determine the appropriate pattern of revenue recognition. The majority of our revenues is from the sale of systems which are delivered and installed by our deployment teams. Revenue recognition for these contracts begins upon delivery and continues throughout the installation and implementation period. Berkshire Grey typically uses total estimated labor hours as the input to measure progress as labor hours represent work performed and the transfer of control to the customer. Revenue from sale of services may be recognized over the life of the associated service contract or as services are performed, depending on the nature of the services being provided.

Our complete revenue recognition policy is more fully described in the Berkshire Grey’s Notes to the Consolidated Financial Statements.

Stock-Based Compensation

We measure stock-based awards granted to employees, directors and non-employees based on their fair value on the date of the grant and recognize the corresponding compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. Forfeitures are accounted for as they occur. We grant stock options and restricted stock awards that are subject to service and/or performance-based vesting conditions. Compensation expense related to awards to employees and non-employees with performance-based vesting conditions is recognized based on the grant date fair value over the requisite service period using the accelerated attribution method to the extent achievement of the performance condition is probable. We estimate the probability that certain performance criteria will be met and do not recognize compensation expense until it is probable that the performance-based vesting condition will be achieved.

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We classify stock-based compensation expense in the statements of operations in the same way the payroll costs or service payments are classified for the related stock-based award recipient.

We estimate the fair value of each stock option using the Black-Scholes option pricing model or a lattice model, which requires the input of highly subjective assumptions, including (i) the expected volatility of our stock, (ii) the expected term of the award, (iii) the risk-free interest rate, (iv) expected dividends, and (v) the fair value of our common stock.

A complete discussion of stock-based compensation expense, including cost components and amounts, is more fully described in the Berkshire Grey’s Notes to the Consolidated Financial Statements.

Determination of the Fair Value of Common Stock

As there has been no public market for our common stock to the date of this proxy statement/prospectus, management used the assistance of a third-party valuation specialist to determine the estimated fair value of our common stock. These third-party valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ (“AICPA”) Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The independent third-party valuation specialist considered all objective and subjective factors that it believed to be relevant for each valuation conducted in accordance with AICPA’s Valuation Guide, including our best estimate of our business condition, prospects, and operating performance at each valuation date. Other significant factors included:

•        The rights and preferences of our preferred stock as compared to those of our common stock, including liquidation preferences of preferred stock;

•        Our current and prospective results of operations and financial position;

•        Our weighted average cost of capital;

•        Our stage of development and business strategy and the material risks related to our business and industry;

•        The composition of, and changes to, our management team and board of directors;

•        The lack of liquidity of our common stock;

•        The valuation of publicly traded peer companies; and

•        The likelihood of becoming a publicly listed entity.

The assumptions underlying these valuations represented our best estimate, which involved inherent uncertainties and the application of management’s judgment. As a result, if we had used significantly different assumptions or estimates, the fair value of its common stock and its stock-based compensation expense could have been materially different.

Once a public trading market for the combined entity’s common stock has been established for a sufficient period of time subsequent to the closing of the Business Combination, we expect that it will not be necessary for the New Berkshire Grey Board to estimate the fair value of its common stock in connection with its accounting for granted stock options and other such awards we may grant, as the fair value of New Berkshire Grey Common Stock will be determined based on the quoted market price.

Contract Assets and Contract Liabilities

Contract assets represent the sale of goods or services to a customer before Berkshire Grey has the right to obtain consideration from the customer. Contract assets consist of unbilled amounts at the reporting date and are transferred to accounts receivable when the rights become unconditional.

Contract liabilities represent an obligation to transfer goods or services to a customer for which Berkshire Grey received advanced consideration. Contract liabilities will be recognized when the contracted deliverables are provided to our customers.

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Deferred Fulfillment Costs

Berkshire Grey incurs costs to its obligations under a contract once it is obtained, but before transferring goods or services to the customer. Berkshire Grey capitalizes deferred fulfillment costs if they are directly related to a specific customer contract, generate or enhance assets used to satisfy the customer contract performance obligations in the future, and are recoverable. Berkshire Grey’s deferred fulfillment costs include direct labor related to manufacturing, installation, software services, and direct materials.

Key Factors Affecting Operating Results

We believe that our performance and future success depend on many factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the “Risk Factors” section of this proxy statement/prospectus.

Industry Opportunity and Competitive Landscape

At Berkshire Grey, we believe AI-enabled robotics and automation is essential to meet the evolving order fulfillment needs driven by fundamental changes in consumer buying behavior. We believe our current and potential future customers will need to make significant investments in automation of their supply chain infrastructure to remain competitive. Currently, our primary competition is mainly manual systems and human labor, and the robotics and AI automation market is continually evolving. With the introduction of new technologies and the potential entry of new competitors into the market, we expect competition to increase in the future. We believe that our proprietary technology powered by our AI software platform combined with our engineering capabilities and proven customer experiences will enable us to capture significant market share in the emerging robotics and AI automation industry.

Commercialization of Products

Several of our technologies, product modules, and solutions are in development and are scheduled to be deployed throughout 2021 and 2022. Prior to commercialization, we must complete design, development, testing and ramp-up of our third-party manufacturing partners. Any delays in successful completion of these steps may impact our ability to generate revenue from these solutions.

Pricing, Product Cost, and Margins

To date, our revenues have been generated from a limited number of customer systems that have been deployed since 2019. Going forward, we expect to commercialize our current solution portfolio and develop additional solutions for future commercialization. Pricing may vary by customer and region due to market-specific supply and demand dynamics and product lifecycles, and sales of certain products have, or are expected to have, higher gross margins than others. As a result, our financial performance depends, in part, on the mix of solutions we sell during a given period. In addition, we are subject to price competition, and our ability to compete in key markets will depend on the success of our investments in new technologies and cost improvements as well as our ability to introduce cost-effective solutions for our customers.

Continued Investment and Innovation

We believe that we are a leader in the robotics and AI automation industry, offering breakthrough technologies that create significant value for our customers. Our performance is dependent on the investment we make in our research and development efforts and on our ability to remain at the forefront of the robotics and AI automation industry. It is essential that we continually identify and respond to rapidly evolving customer requirements, develop and introduce innovative new solutions, enhance existing solutions, and generate customer demand for our solutions. We believe that investment in our research and development will contribute to long-term revenue growth, but it may adversely affect our near-term profitability.

Summary of Recent Financial Performance

Revenue was $34.8million in 2020 compared to $8.0million in 2019. The increase is primarily due to the completion, and recognition of revenue, of a $22.3million customer contract, with the remainder of the increase related to incremental development and deployment of a customer contract in which revenue is recognized on a percentage of completion basis.

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Gross profit increased to $2.8million in 2020, compared to a loss of $2.0million in 2019, which was the result of margin from customer contracts described above and beginning to achieve economies of scale on fixed overhead costs.

Combined general and administrative, selling and marketing, and research and development expenses in 2020 increased to $64.7million, compared to $48.2million in 2019. The net increase in total operating expenses of $16.4million included a $17.3million increase in salaries and related employee costs related to personnel growth, $1.4million increase in infrastructure related costs, $3.4million increase in materials and services, offset by a $5.7million decrease in stock-based compensation.

The decrease in stock-based compensation from 2019 to 2020 is related to a tender offer commenced by an investor in connection with the Series B-2 initial closing in October 2019 discussed in Notes 8 and 9 of Berkshire Grey’s Consolidated Financial Statements. Berkshire Grey’s operating expenses included $10.2million in stock-based compensation expense during the year ended December31, 2019 related to the tender offer. Excluding the tender offer, stock-based compensation included in operating expenses increased by $4.5million in 2020 as compared to 2019 related to the issuance of restricted stock awards and additional stock option grants.

Net losses were $57.6million in 2020 compared to $49.5million in 2019. The increase in net losses was due primarily to increases in operating expenses offset somewhat by increases in gross profit noted above.

Components of Results of Operations

Revenue

Our revenues are primarily derived from selling AI-enabled robotics and automation solutions, which consist of a network of equipment and software installed at the customer location and configured to meet specified performance requirements. We also generate revenue from research services for our customers that extend the capabilities our technology, pilot agreements that allow customers to evaluate our solutions, sale and delivery of spare parts, maintenance, and extended support services.

We expect our revenue streams may change in future periods as our strategic objectives evolve and we negotiate contracts for future generations of our AI-enabled robotics and automation solutions. Additionally, we expect revenues to increase in absolute dollars in future periods as we expand our domestic and international sales and marketing teams.

Cost of Revenue

Cost of revenue represents the manufacturing cost of AI-enabled robotics and automation solutions. These costs primarily consist of amounts paid to third-party contract manufacturers, component suppliers, external labor, and personnel-related costs directly associated with manufacturing and installation operations. Cost of revenue also includes the cost of spare parts, warranty costs, shipping costs, and an allocated portion of overhead costs. Cost of revenue is recognized in direct proportion to the associated revenue stream; for customer solutions this is typically ratably over the installation period.

We expect cost of revenue to increase in absolute dollars in future periods as our revenues continue to grow. Additionally, we expect our cost of revenues to decline as a percentage of revenue as we achieve economies of scale with our third-party manufacturers, component suppliers, and deployment teams.

Gross Profit and Gross Margin

Gross profit is the difference between revenues and cost of revenue. Gross margin is the percentage obtained by dividing gross profit by revenue. Our gross profit and gross margin are, or may be, influenced by several factors, including:

•        Market conditions, including direct and indirect competition, that may impact our pricing;

•        Growth in our commercial team and thereby our customer base;

•        Mix changes between established and new solutions;

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•        Cost of materials and services used by our third-party manufacturers and component suppliers; and

•        Our cost structure for manufacturing operations, including contract manufacturers, as the sales volume of our products and services increase.

We expect our gross margins to fluctuate over time, depending on the factors described above.

General and Administrative

General and administrative expenses represent costs incurred for the general corporate administration of Berkshire Grey. These costs are primarily related to salaries and related employee costs for our executive, finance, legal, information technology and human resources functions; professional fees for legal, audit, accounting, and other consulting services; information technology infrastructure costs; and an allocated portion of overhead costs.

We expect our general and administrative expenses will increase after the closing of the Business Combination on an absolute dollar basis as a result of operating as a public company, including expenses necessary to comply with the rules and regulations applicable to companies listed on a national securities exchange and related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, as well as increased expenses for general and director and officer insurance, investor relations, and other administrative and professional services. In addition, we expect to incur additional costs as we continue to hire personnel and enhance our infrastructure to support the anticipated growth of the business.

Sales and Marketing

Sales and marketing expenses represent costs incurred for the selling and marketing of our solutions. These costs are primarily comprised of salaries and related employee costs for our sales and marketing departments, marketing services and materials, trade shows and event services, information technologies to support our sales and marketing teams, and an allocated portion of overhead costs.

We expect our sales and marketing costs will increase on an absolute dollar basis as we expand our headcount, initiate new marketing campaigns, and launch new solution platforms.

Research and Development

Our research and development expenses represent costs incurred to develop our current AI-enabled robotics and automation solutions, create new technology solutions that will enhance the capabilities of our existing solutions, and build prototype systems. Our research and development expenses consist primarily of salaries and related employee costs, components and materials for prototype development systems, design expenses, consulting and contractor costs, information technologies to support our engineering teams, and an allocated portion of overhead costs.

We expect research and development costs will increase on an absolute dollar basis over time as we continue to invest in advancing our technologies.

Interest Income

Interest income includes interest earned on cash and cash equivalents.

Other Income

Other income includes gains and losses on the change in fair value of warrants and foreign currency.

Income Taxes

Our income tax provision consists of an estimate for U.S. federal and state income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in tax law. Due to cumulative losses, we maintain a valuation allowance against our U.S. and state net deferred tax assets.

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Results of Operations

The following is a description of significant components of our operations, including significant trends and uncertainties that we believe are important to an understanding of our business and results of operations.

Comparison of the Years Ended December 31, 2020 and 2019

Revenue

In 2020 and 2019, Berkshire Grey generated revenue through the sale, delivery, installation of customer contracts in the United States and Japan. The following table presents revenue as well as the change from the prior period.

	For the Years Ended December 31,				Change in Revenue
(Dollars in thousands)	2020		2019		$		%
Revenue	$	34,835	$	7,972	$	26,863	337	%

Total revenue for the years ended December31, 2020 and 2019 was $34.8million and $8.0million, respectively, an increase of $26.9million or 337%. The increase is primarily due to the completion and recognition of revenue of a $22.3million customer contract, with the remainder of the increase related to incremental development and deployment of a customer contract in which revenue is recognized on a percentage of completion basis, and the sale, delivery, installation and/or completion of contracts with existing customers.

Cost of Revenue

The following table presents cost of revenue as well as the change from the prior period.

	For the Years Ended December 31,				Change in Cost of Revenue
(Dollars in thousands)	2020		2019		$		%
Cost of Revenue	$	32,009	$	9,974	$	22,035	221	%

Total cost of revenue during the years ended December31, 2020 and 2019 was $32.0million and $10.0million, respectively, an increase of $22.0million or 221%. The increase in total cost of revenue was driven primarily by costs related to the completion of a $22.3million customer contract.

Gross Profit and Gross Margin

The following table presents gross profit as well as the change from the prior period.

	For the Years Ended December 31,					Change in Gross Profit
(Dollars in thousands)	2020		2019			$		%
Gross Profit	$	2,826	$	(2,002	)	$	4,828	(241	)%

Total gross profit during the years ended December31, 2020 and 2019 was $2.8million and a loss of $2.0million, respectively. The increase in gross profit of $4.8million resulted from completing more product and service contracts compared to the prior year, and beginning to achieve economies of scale with fixed overhead costs.

The following table presents gross margin as well as the change from the prior period.

	For the Years Ended December 31,				Change in Gross Margin
	2020		2019
Gross Margin	8	%	(25	)%	33	%

Total gross margin was approximately 8% for 2020 compared with total gross margin of (25)% for 2019, an increase of 33% points. The increase in 2020 gross margin percentage was driven by higher revenues and achieving economies of scale with fixed overhead costs, including certain fixed personnel related costs directly associated with manufacturing.

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General and Administrative

The following table presents general and administrative expenses as well as the change from the prior period.

	For the Years Ended December 31,						Change in Expenses
(Dollars in thousands)	2020			2019			$		%
General and Administrative	$	15,935		$	15,152		$	783	5	%
% of Operating Expenses		25	%		31	%

General and administrative expenses during the years ended December31, 2020 and 2019 were $15.9million and $15.1million, respectively, an increase of $0.8million or 5%. The increase in general and administrative expenses included a $1.8million increase in salaries and related employee costs, $1.3million increase in business services (e.g., legal, recruiting, insurance, consulting), partially offset by a $2.3million decrease in stock-based compensation. In 2019, we recorded $5.0million in stock-based compensation expense associated with a tender offer of shares of our common stock which is more fully described in Notes 8 and 9 to our Consolidated Financial Statements and a similar expense was not incurred in 2020.

Sales and Marketing

The following table presents sales and marketing expenses as well as the change from the prior period.

	For the Years Ended December 31,						Change in Expenses
(Dollars in thousands)	2020			2019			$		%
Sales and Marketing	$	12,910		$	5,272		$	7,638	145	%
% of Operating Expenses		20	%		11	%

Sales and marketing expenses during the years ended December31, 2020 and 2019 were $12.9million and $5.3million, respectively, an increase of $7.6million or 145%. The increase in sales and marketing expenses included a $5.9million increase in salaries and related employee costs related primarily to sales team personnel growth and expansion into Europe, $1.0million increase in marketing services and materials to expand our customer reach, branding programs, and implementing systems to support planned future growth, and $0.7million increase in stock-based compensation. In 2019, we recorded $0.8million in stock-based compensation expense associated with a tender offer of shares of our common stock which is more fully described in Notes 8 and 9 to our Consolidated Financial Statements and a similar expense was not incurred in 2020.

Research and Development

The following table presents research and development expenses as well as the change from the prior period.

	For the Years Ended December 31,						Change in Expenses
(Dollars in thousands)	2020			2019			$		%
Research and Development	$	35,806		$	27,805		$	8,001	29	%
% of Operating Expenses		55	%		58	%

Research and development expenses during the years ended December31, 2020 and 2019 were $35.8million and $27.8million, respectively, an increase of $8.0million or 29%. The increase in research and development expenses included an $9.6million increase in salaries and related employee costs related to personnel growth and expanded development programs, $1.4million increase in costs associated with equipment related to engineering projects, $1.1million increase in research and development materials and services, offset by a $4.1million decrease in stock-based compensation. In 2019, we recorded $4.5million in stock-based compensation expense associated with a tender offer of shares of our common stock which is more fully described in the Notes to our Consolidated Financial Statements.

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Interest Income

The following table presents interest income as well as the change from the prior period.

	For the Years Ended December 31,				Change in Interest Income
(Dollars in thousands)	2020		2019		$			%
Interest Income	$	280	$	579	$	(299	)	(52	)%

Interest income during the years ended December 31, 2020 and 2019 was $0.3million and $0.6million, respectively, a decrease of $0.3million or 52%. The decrease in interest income is attributed to a decline in cash balances and interest rates on money market funds.

Other Income

The following table presents other income as well as the change from the prior period.

	For the Years Ended December 31,				Change in Other Income
(Dollars in thousands)	2020		2019		$		%
Other Income	$	3,907	$	142	$	3,765	2,651	%

Other income during the years ended December31, 2020 and 2019 was $3.9million and $0.1million, respectively, an increase of $3.8million or 2,651%. The increase in other income is related to the revaluation of warrants issued to purchase shares of Berkshire Grey Series B-3 Preferred Stock which we determined, upon evaluation of achievement of certain performance milestones, that the vesting of the warrants was not probable. See Note 8 in our consolidated financial statements for more information regarding the warrants.

Income Taxes

During the years ended December31, 2020 and 2019, Berkshire Grey recorded no income tax benefits due to the uncertainty of future taxable income as Berkshire Grey has incurred net losses since inception.

We have provided a valuation allowance for all our net deferred tax assets as a result of our historical net losses in the jurisdictions in which we operate. We continue to assess our future taxable income by jurisdiction based on our recent historical operating results, the expected timing of reversal of temporary differences, various tax planning strategies that we may be able to enact in future periods, the impact of potential operating changes on our business and our forecast results from operations in future periods based on available information at the end of each reporting period. To the extent that we are able to reach the conclusion that deferred tax assets are realizable based on any combination of the above factors in a single, or multiple, taxing jurisdictions, a reversal of the related portion of our existing valuation allowances may occur.

Non-GAAP Financial Information

In addition to our results determined in accordance with GAAP, we believe that EBITDA and Adjusted EBITDA, each non-GAAP financial measures, are useful in evaluating our operational performance. We use this non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that this non-GAAP financial information, when taken collectively, may be helpful to investors in assessing our operating performance.

We define “EBITDA” as net loss plus interest income, income tax expense, depreciation and amortization expense.

We define “Adjusted EBITDA” as EBITDA adjusted for stock-based compensation.

We believe that the use of EBITDA and Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends because it eliminates the effect of financing, capital expenditures, and non-cash expenses such as stock-based compensation and provides investors with a means to compare our financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be aware that when evaluating EBITDA and Adjusted EBITDA we may incur future expenses

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similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of these measures may not be comparable to other similarly titled measures computed by other companies because not all companies calculate these measures in the same fashion.

Because of these limitations, EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA on a supplemental basis. You should review the reconciliation of net loss to EBITDA and Adjusted EBITDA below and not rely on any single financial measure to evaluate our business.

The following table reconciles net loss to EBITDA and Adjusted EBITDA during the years presented.

	For the Years Ended December 31,
(Dollars in thousands)	2020			2019
Net loss	$	(57,643	)	$	(49,511	)
Interest income		(280	)		(579	)
Income tax expense		5			1
Depreciation and amortization		1,006			312
EBITDA		(56,912	)		(49,777	)
Stock-based compensation		6,021			12,034
Adjusted EBITDA	$	(50,891	)	$	(37,743	)

Liquidity and Capital Resources

Sources of Liquidity and Capital

We have incurred a net loss in each of our annual periods since our inception. We incurred net losses of $57.6million and $49.5million during the years ended December31, 2020 and 2019, respectively. As of December31, 2020, we have an accumulated deficit of $151.7million. As an early-stage company, we have primarily obtained cash to fund our operations through preferred stock offerings. We expect we will continue to need investments to support the growth of the business, continue research and development in our customer solutions, and support our operations. From inception through December31, 2020, we have received cumulative gross proceeds from the sale of our preferred stock and warrants of $227.3million to fund our operations.

We believe that our existing capital resources will be sufficient to support our operating plan and cash commitments for the next 12months. As of December31, 2020, we had cash and cash equivalents of $93.9million which are principally invested in money market funds. These highly liquid assets significantly exceed our current short-term obligations.

Cash Flows

The following table summarizes our cash flows during the years presented.

	For the Years Ended December 31,
(Dollars in thousands)	2020			2019
Net cash used in operating activities	$	(55,974	)	$	(28,821	)
Net cash used in investing activities		(8,718	)		(1,818	)
Net cash provided by financing activities		226			167,589
Net (decrease) increase in cash, cash equivalents and restricted cash	$	(64,466	)	$	136,950

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Cash Flows for the Years ended December 31, 2020 and 2019

Operating Activities

Net cash used in operating activities during the years ended December31, 2020 and 2019 was $56.0million and $28.8million, respectively. The increase of $27.2million in cash used for operating activities is the result of $8.1million increase in net losses, $9.1million in adjustments from non-cash operating activities, and $10.0million in changes from net operating assets and liabilities.

The increase in net losses of $8.1million is more fully described in the management’s discussion and analysis of operating results.

Changes in non-cash operating activity of $9.1million include a $6.0million reduction in stock-based compensation and a $3.9million gain on the revaluation of warrants associated with Berkshire Grey Series B-3 Preferred shares, partially offset by an increase in depreciation of $0.7million.

In 2019, we recorded $10.6million in stock-based compensation expense associated with a tender offer of shares of our common stock which is more fully described in the Notes to our Consolidated Financial Statements. Other income from warrant revaluation occurred in mid-2020 when we determined, upon evaluation of performance milestones, that the vesting of the warrants was not probable. Increases in depreciation are primarily attributable to an increase in investing activities, specifically related to leasehold improvements and capitalized development systems.

Cash used from changes in net operating assets and liabilities totaling $10.0million is composed of a $18.3million decrease in cash from changes in contract liabilities, a $15.9million decrease in cash from changes in accounts receivable, partially offset by a $20.5million increase in cash from changes in deferred fulfillment costs and a $2.2million increase in cash from changes in accounts payable.

Investing Activities

Net cash used in investing activities for the years ended December31, 2020 and 2019 was $8.7million and $1.8million, respectively. The increase of $6.9million is attributed to an increase in capital expenditures for development systems, leasehold improvements for lab and office space in Bedford, Massachusetts and Sharpsburg, Pennsylvania, and information technology infrastructure for research and development teams.

Financing Activities

Net cash provided by financing activities during the years ended December31, 2020 and 2019 was $0.2million and $167.6million, respectively. The decrease in cash provided by financing activities of $167.4million was primarily due to the issuance of our Berkshire Grey Series B-2 Preferred Stock financing and B-3 Warrants in June 2019.

Commitments and Contingencies

See Note 13 in the Consolidated Financial Statements for discussion on contractual commitments and contingencies.

Off-Balance Sheet Arrangements

In October 2019, Berkshire Grey issued a Partial Recourse Secured Promissory Note (the “Secured Promissory Note”) to an executive officer for approximately $9.9million with an interest rate of 1.86% per annum compounded annually. Under the terms of the Secured Promissory Note, the officer will be personally liable for 51% of the unpaid balance of the principal and any accrued interest. The entire principal amount was used to purchase 1,191,872shares of restricted stock. The Secured Promissory Note is collateralized by the restricted common stock. Berkshire Grey determined that the entire Secured Promissory Note must be treated as non-recourse; as such, the balance of the note and related accrued interest are not presented on the consolidated balance sheets.

Recent Accounting Pronouncements

See Note 2 in the Consolidated Financial Statements regarding recent accounting pronouncements.

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Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Exchange Rate Sensitivity

We are exposed to foreign currency risks that arise from normal business operations. These risks include the translation of local currency balances of foreign subsidiaries, transaction gains and losses associated with intercompany accounts receivable and payable with foreign subsidiaries, and transactions denominated in currencies other than a location’s functional currency. As such, we have exposure to adverse changes in exchange rates associated with operating expenses of our foreign operations. Any fluctuations in other currencies will have minimal direct impact on our international revenue.

We regularly monitor the forecast of non-U.S. dollar expenses and the level of non-U.S. dollar monetary asset and liability balances to determine if any actions, including possibly entering into foreign currency contracts, should be taken to minimize the impact of fluctuating exchange rates on our results of operations. We have not entered into any foreign currency contracts as of December31, 2020.

Interest Rate Sensitivity

At December31, 2020, we had unrestricted cash and cash equivalents of $93.9million. The unrestricted cash and cash equivalents are held for working capital purposes. We do not enter into investments for trading or speculative purposes. As of December31, 2020, all our cash equivalents were held in money market funds. Due to the short-term nature of these investments, we believe we do not have any material exposure to changes in the fair value of our investment portfolio as a result of changes in interest rates.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables and accompanying footnotes set forth information regarding (1) the actual beneficial ownership of RAAC Class A Common Stock, RAAC Class B Common Stock and RAAC Class C Common Stock as of March 19, 2021, without giving effect to the Business Combination, and (2) expected beneficial ownership of shares of New Berkshire Grey common stock immediately following the consummation of the Business Combination (assuming a “no redemption” scenario and assuming a “maximum redemption scenario” as described below) by:

•        each person who is known to be the beneficial owner of more than 5% of the outstanding RAAC Common Stock or is expected to be the beneficial owner of more than 5% of any class of shares of New Berkshire Grey common stock post-Business Combination;

•        our current named executive officers and each of our current directors;

•        each person who will (or is expected to) become one of our named executive officers or directors post-Business Combination; and

•        all of our executive officers and directors as a group pre-Business Combination, and all of our executive officers and directors post-Business Combination.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. A person is a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose of or to direct the disposition of the security or has the right to acquire such powers within 60 days.

The beneficial ownership of shares of RAAC Common Stock pre-Business Combination is based on 38,333,333shares of RAAC Common Stock (consisting of 28,750,000shares of RAAC Class A Common Stock, 3,833,333shares of RAAC Class B Common Stock and 5,750,000shares of RAAC Class C Common Stock) issued and outstanding as of December 31, 2020.

The expected beneficial ownership of shares of New Berkshire Grey Common Stock post-Business Combination assumes two redemption scenarios as follows:

•        Assuming No Redemptions:    This presentation assumes that no RAAC Public Shares are redeemed, 16,500,000shares of RAAC Class A Common Stock are issued pursuant to the PIPE Investment and 191,909,827shares of RAAC Class A Common Stock are issued as Merger Consideration.

•        Assuming Maximum Redemptions:    This presentation assumes that 22,740,375 of the current outstanding RAAC Public Shares are redeemed (which is derived from the number of shares that could be redeemed in connection with the Business Combination at an assumed redemption price of approximately $10.00 per share based on funds held in the Trust Account as of December31, 2020 and still satisfy the minimum cash condition of $200,000,000 set forth in the Merger Agreement, after giving effect to the PIPE Investment and the payment of estimated transaction costs of approximately $25million, including deferred underwriting commissions from RAAC’s IPO, incurred in connection with the Business Combination), 16,500,000shares of RAAC Class A Common Stock are issued pursuant to the PIPE Investment and 191,909,827shares of RAAC Class A Common Stock are issued as Merger Consideration.

Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned common stock. Additionally, the following table does not reflect record or beneficial ownership of any shares of RAAC Common Stock issuable upon exercise of the RAAC Public Warrants or the RAAC Private Warrants or the 33,090,173shares of RAAC Class A Common Stock underlying unvested and/or unexercised restricted stock issuable as Merger Consideration, as such securities are not exercisable or convertible within 60 days of the March1, 2021.

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Beneficial Ownership Before the Business Combination and PIPE Investment

	Class A Common Stock			Class B Common Stock(2)			Class C Common Stock(3)			Percentage of Voting Power
Name and Address of Beneficial Owner(1)	Number of Shares	Percentage of Class		Number of Shares	Percentage of Class		Number of Shares	Percentage of Class
5% Holders (Other than Directors and Named Executive Officer)
RAAC Management (the Sponsor)(4)	—	—		3,735,333	97.44	%	5628000	97.88	%	24.43	%
Millennium Management LLC(5)	1,790,904	6.23	%	—	—		—	—		4.67	%
Survetta Capital Management, LLC(6)	2,450,000	8.52	%	—	—		—	—		6.39	%
Directors and Named Executive Officers Pre-Business Combination
John K. Delaney(4)	—	—		3,735,333	97.44	%	5,628,000	97.88	%	24.43	%
Stephen M. Case(4)	—	—		3,735,333	97.44	%	5,628,000	97.88	%	24.43	%
Steven A. Museles(6)	—	—		16,000	*		24,000	*		*
Phyllis R. Caldwell(6)	—	—		16,000	*