UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 21, 2021
Berkshire Grey, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39768 | 85-2994421 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
140 South Road
Bedford, MA 01730
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (833) 848-9900
Revolution Acceleration Acquisition Corp
1717 Rhode Island Avenue, NW 10th floor
Washington, D.C. 20036
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbols | Name of Each Exchange on Which Registered | ||
| Class A common stock, par value of $0.0001 per share | BGRY | The Nasdaq Stock Market LLC | ||
| Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | BGRYW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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 13(a) of the Exchange Act. ☐
Introductory Note
Unless the context otherwise requires, “we,” “us,” “our,” “Berkshire Grey” and the “Company” refer to Berkshire Grey, Inc. (formerly known as Revolution Acceleration Acquisition Corp), a Delaware corporation, and its consolidated subsidiaries following the Closing (as defined below). Unless the context otherwise requires, references to “RAAC” refer to Revolution Acceleration Acquisition Corp, a Delaware corporation, prior to the Closing, and references to “Legacy Berkshire Grey” refer to Berkshire Grey, Inc. (currently known as Berkshire Grey Operating Company, Inc.), a Delaware corporation and a direct wholly owned subsidiary of the Company, prior to the Closing.
Item 7.01 Regulation FD Disclosure.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filings. This report will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1.
On July 21, 2021, the Company closed the previously announced business combination pursuant to that certain Agreement and Plan of Merger, dated as of February 23, 2021 (the “Merger Agreement”), by and among RAAC, Pickup Merger Corp, a Delaware corporation and a direct, wholly owned subsidiary of RAAC (“Merger Sub”), and Legacy Berkshire Grey, which provided for, among other things, the merger of Merger Sub with and into Legacy Berkshire Grey (the “Merger”), with Legacy Berkshire Grey being the surviving corporation of the Merger and having become a direct, wholly owned subsidiary of the Company as a consequence of the Merger (together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). In connection with the consummation of the Business Combination, RAAC changed its name to Berkshire Grey, Inc. and Legacy Berkshire Grey changed its name to Berkshire Grey Operating Company, Inc. Berkshire Grey’s Class A common stock and public warrants are expected to commence trading on The Nasdaq Stock Market LLC under the ticker symbols “BGRY” and “BGRYW,” respectively, on July 22, 2021.
On July 21, 2021, the Company issued a press release announcing the completion of the Business Combination (the “Closing”). The press release is furnished as Exhibit 99.1 to this report and incorporated by reference herein.
Cautionary Statement Regarding Forward-Looking Statements
This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements may be made directly in this report. Some of the forward-looking statements can be identified by the use of forward-looking words. Statements that are not historical in nature, including the words “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” and other similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon management estimates and forecasts and reflect the views, assumptions, expectations, and opinions of the Company as of the date of this report, and may include, without limitation, changes in general economic conditions, including as a result of COVID-19, all of which are accordingly subject to change. Any such estimates, assumptions, expectations, forecasts, views or opinions set forth in this report constitute the Company’s judgments and should be regarded as indicative, preliminary and for illustrative purposes only. The forward-looking statements and projections contained in this report are subject to a number of factors, risks and uncertainties, some of which are not currently known to the Company that may cause the Company’s actual results, performance or financial condition to be materially different from the expectations of future results, performance of financial condition. Although such forward-looking statements have been made in good faith and are based on assumptions that the Company believes to be reasonable, there is no assurance that the expected results will be achieved. The Company’s actual results may differ materially from the results discussed in forward-looking statements. Additional information on factors that may cause actual results and the Company’s performance to differ materially is included in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including but not limited to the definitive proxy statement / prospectus included in the Registration Statement on Form S-4 (File No. 333-254539) that the Company filed in connection with the Business Combination. Copies of the Company’s filings with the SEC are available publicly on the SEC’s website at www.sec.gov or may be obtained by contacting the Company. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. These forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
1
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
Description | |
| 99.1 | Press Release, dated as of July 21, 2021. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Berkshire Grey, Inc. | |||
| Date: July 21, 2021 | By: | /s/ Thomas Wagner | |
| Name: | Thomas Wagner | ||
| Title: | Chief Executive Officer | ||
3
Exhibit 99.1
Berkshire Grey Completes Business Combination with Revolution Acceleration Acquisition Corp and Will Begin Trading on Nasdaq Under the Symbol “BGRY”
WASHINGTON D.C. and BEDFORD, Mass., (July 21, 2021) – Berkshire Grey, Inc. (“Berkshire Grey”) the leading pure-play robotics company offering fully integrated, AI-based software and hardware solutions to automate warehouses and logistics fulfillment centers, and Revolution Acceleration Acquisition Corp (Nasdaq: RAAC) (“RAAC”), a special purpose acquisition company, announced today the completion of their previously announced business combination. Berkshire Grey’s Class A common stock and public warrants are expected to commence trading on The Nasdaq Stock Market LLC under the ticker symbols “BGRY” and “BGRYW,” respectively, on July 22, 2021.
Berkshire Grey’s founder and Chief Executive Officer, Tom Wagner, and the Berkshire Grey management team will continue to lead the combined company. Former U.S. Representative and presidential candidate and former Chief Executive Officer and co-founder of RAAC, John Delaney, has joined the combined company’s Board of Directors. In addition, Fiona P. Dias and Serena Wolfe will join the combined company’s Board of Directors.
About the Transaction
Credit Suisse Securities LLC served as exclusive financial advisor and capital markets advisor to Berkshire Grey and acted as sole private placement agent to RAAC. JP Morgan Securities LLC served as exclusive financial advisor to RAAC. Skadden, Arps, Slate, Meagher & Flom LLP served as legal advisor to RAAC. Goodwin Procter LLP served as legal advisor to Berkshire Grey. Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal advisor to Credit Suisse Securities LLC.
About Berkshire Grey
Berkshire Grey helps customers radically change the essential way they do business by delivering game-changing technology that combines AI and robotics to automate fulfillment, supply chain and logistics operations. Berkshire Grey solutions are a fundamental engine of change that transform pick, pack, move, store, organize and sort operations to deliver competitive advantage for enterprises serving today’s connected consumers. Berkshire Grey customers include Global 100 retailers and logistics service providers. More information is available at www.berkshiregrey.com.
Berkshire Grey and the Berkshire Grey logo are registered trademarks of Berkshire Grey. Other trademarks referenced are the property of their respective owners.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements may be made directly in this communication. Some of the forward-looking statements can be identified by the use of forward-looking words. Statements that are not historical in nature, including the words “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” and other similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon management estimates and forecasts and reflect the views, assumptions, expectations, and opinions of Berkshire Grey as of the date of this communication, and may include, without limitation, changes in general economic conditions, including as a result of COVID-19, all of which are accordingly subject to change. Any such estimates, assumptions, expectations, forecasts, views or opinions set forth in this communication constitute Berkshire Grey’s judgments and should be regarded as indicative, preliminary and for illustrative purposes only. The forward-looking statements and projections contained in this communication are subject to a number of factors, risks and uncertainties, some of which are not currently known to Berkshire Grey, that may cause Berkshire Grey’s actual results, performance or financial condition to be materially different from the expectations of future results, performance of financial condition. Although such forward-looking statements have been made in good faith and are based on assumptions that Berkshire Grey believe to be reasonable, there is no assurance that the expected results will be achieved. Berkshire Grey’s actual results may differ materially from the results discussed in forward-looking statements. Additional information on factors that may cause actual results and Berkshire Grey’s performance to differ materially is included in Berkshire Grey’s (formerly RAAC’s) filings with the Securities and Exchange Commission (the “SEC”), including but not limited to the definitive proxy statement / prospectus included in the Registration Statement on Form S-4 (File No. 333-254539) that RAAC filed in connection with the Business Combination. Copies of such filings with the SEC are available publicly on the SEC’s website at www.sec.gov or may be obtained by contacting Berkshire Grey. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. These forward-looking statements are made only as of the date hereof, and Berkshire Grey does not undertake any obligations to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Contacts:
RAAC Press Contact:
Tracy Zuckerman Van Grack
Tracy.Vangrack@revolution.com
Berkshire Grey Press Contact:
Berkshire Grey Corporate Communications
berkshiregrey@methodcommunications.com
Berkshire Grey Investor Relations
Contact:
Cody Slach, Matt Glover
Gateway Group
BG@gatewayir.com