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