Berkshire Grey, a Chief in AI-Enabled Robotics and Automation Methods, Announces Business enterprise Mix with Revolution Acceleration Acquisition Corp

BEDFORD, Mass. & WASHINGTON–(Business enterprise WIRE)–Berkshire Gray (“BG” or the “Company”), a developer of built-in synthetic intelligence (“AI”) and robotic methods for e-commerce, retail replenishment, and logistics, has entered into a definitive arrangement with Revolution Acceleration Acquisition Corp (Nasdaq: RAAC) (“RAAC”), a distinctive function acquisition firm, to build a top publicly detailed robotics and automation methods firm with a write-up-transaction equity benefit of up to $2.7 billion.

Established in 2013 by the current Main Government Officer, Tom Wagner, Ph.D., the Former Main Technological know-how Officer at iRobot, BG is a pure-engage in robotics firm presenting absolutely built-in, AI-primarily based computer software and hardware solutions to automate business enterprise operations in warehouses and logistics fulfillment centers. The Company’s highly effective answers assist merchants and logistics companies fulfill the exponential progress of e-commerce and at any time-growing consumer needs. BG’s management, engineering, and professional teams every single have considerable robotics knowledge and deep market working experience.

The Organization has attained robust momentum due to the fact emerging from stealth manner in 2018, propelled by the accelerating buyer shift towards e-commerce and the ensuing will need for retailers to adapt their offer chain and warehouse operations to fulfill shopper demands for greater collection, lower rates, and speedier delivery. Around 5% of warehouses are automatic right now, which highlights the significant industry chance for BG’s solutions.

BG’s AI-enabled robotics solutions are scalable, adaptable and reliable – providing businesses with a holistic tactic to automation of responsibilities that velocity the movement of merchandise to people. The Company’s offerings provide jointly proprietary AI with differentiated hardware to build robotic selecting units and numerous sorts of robotic mobility devices, which are combined in an orchestrated manner to generate operational efficiencies. Differentiated hardware involves whole robots, sensing methods, gripping methods and equipment eyesight units. The mental house supporting BG’s market place-primary answers is guarded by much more than 300 patent filings. Operational efficiencies attained by BG consumers commonly result in a return on their expense in as little as two to three decades.

Buy backlog and ongoing negotiations with the Company’s recent buyers, which involve multi-national retail, e-commerce and package logistics corporations, present significant visibility into projected revenues for 2021 and 2022. On top of that, BG intends to grow its business business to satisfy growing need for its providers, deepen its associations in vital marketplace sectors, and make out new, value-additional providers.

John Delaney, the Chief Govt Officer of RAAC, will remain on the Board of Directors of the merged company on completion of the transaction.

“Berkshire Gray was founded to enable our buyers contend even extra favorably in the fast evolving worlds of retail and logistics,” explained Tom Wagner, Founder and Chief Govt Officer of BG. “Shopper expectations have transformed, putting a lot more tension on provide chain functions to get the right items to the correct destinations at the correct situations, as efficiently as attainable. In excess of the previous 12 months the pandemic amplified the currently high strain to rework, so right now it is no lengthier a question of if corporations could renovate but how rapidly. We are exceptionally thrilled about this transaction, which will permit Berkshire Gray to accelerate development and deliver new and present buyers with our foremost robotics remedies,” Wagner concluded.

“Today’s people assume a much better selection of goods, at reduce charges, with shipping that is instant,” reported John Delaney, the Chief Govt Officer of RAAC. “In our judgment, Berkshire Grey’s best-in-course engineering and uniquely integrated options offer a vital pathway for corporations to adapt to these switching wants. The Company’s strong interactions with an mounted base of blue-chip clientele is a testomony to its capability to supply tangible and measurable outcomes that empower businesses to compete even far more efficiently. Steve Situation and I are honored to partner with Tom and the rest of Berkshire Grey’s proficient staff and investors to realize this singular prospect to revolutionize how enterprises operate. I glimpse forward to signing up for their Board of Directors,” included Delaney.

Transaction Overview

The transaction is expected to deliver up to $413 million in dollars proceeds, which include a absolutely fully commited PIPE of $165 million, with present BG shareholders Khosla Ventures, New Enterprise Associates, Canaan Partners and SoftBank Group Corp. rolling 100% of their equity into the mixed firm. The PIPE is anchored by Chamath Palihapitiya, Founder and CEO of Social Capital, Hedosophia and funds and accounts managed by BlackRock.

At closing, BG expects to have about $507 million dollars, which will be used to fund operations and assistance new and existing advancement initiatives, and no credit card debt on its balance sheet. All references to accessible hard cash from the trust account and retained transaction proceeds are matter to any redemptions by the general public shareholders of RAAC and payment of transaction charges.

The transaction, which has been unanimously accepted by RAAC’s Board of Administrators and BG’s Board of Administrators, is expected to shut in the course of the 2nd quarter of 2021 and is subject to approval by RAAC’s stockholders and other customary closing ailments.

Advisors

Credit score Suisse Securities (Usa) LLC is serving as unique monetary advisor and cash markets advisor to BG and acted as sole placement agent on the PIPE. J.P. Morgan Securities LLC is serving as special fiscal advisor to RAAC. Skadden, Arps, Slate, Meagher & Flom LLP acted as authorized advisor to RAAC. Goodwin Procter LLP acted as lawful advisor to BG. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as lawful advisor to Credit score Suisse Securities (United states) LLC.

Added data about the proposed transaction, which include a duplicate of the merger settlement and investor presentation, will be furnished in a Present-day Report on Sort 8-K that will contain an trader presentation to be filed by RAAC with the Securities and Exchange Commission and out there at www.sec.gov. This press launch and the trader presentation are also obtainable on the RAAC website at https://revolutionaac.com/.

Investor Webcast

The trader webcast will be archived and accessible for replay at https://revolutionaac.com/ starting nowadays at 8:00 AM ET.

Cautionary Assertion Concerning Ahead-Hunting Statements

This interaction incorporates certain ahead-hunting statements in just the this means of the federal securities regulations with respect to the proposed transactions amongst BG and RAAC. Forward-on the lookout statements may well be identified by the use of the phrases these kinds of as “ estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “target,” “should,” “will,” “would,” “will be,” “will proceed,” “will very likely consequence,” or comparable expressions that predict or point out foreseeable future gatherings or traits or that are not statements of historical matters. These forward-hunting statements include things like, but are not limited to, statements relating to the proposed transaction in between BG and RAAC, which includes statements as to the expected timing, completion and outcomes of the proposed transaction. These statements are based mostly on numerous assumptions, no matter if or not identified in this doc, and on the present-day expectations of RAAC’s and BG’s management and are not predictions of precise general performance, and, as a final result, are topic to hazards and uncertainties. These ahead-wanting statements are offered for illustrative reasons only and are not meant to provide as, and should not be relied on by any trader as, a warranty, an assurance, a prediction or a definitive statement of actuality or likelihood. Genuine events and conditions are challenging or unattainable to predict and will vary from assumptions. A lot of true gatherings and situations are beyond the management of RAAC and BG. These ahead-wanting statements are issue to a range of dangers and uncertainties, which include, but not minimal to, (i) the chance that the proposed transaction could not be finished in a timely fashion or at all, which might adversely affect the value of RAAC’s securities, (ii) the hazard that the proposed transaction may perhaps not be finished by RAAC’s organization combination deadline and the probable failure to receive an extension of the business enterprise blend deadline if sought by RAAC, (iii) the failure to fulfill the situations to the consummation of the proposed transaction, such as the adoption of the merger settlement by the stockholders of RAAC, the fulfillment of the minimal belief account volume next redemptions by RAAC’s public stockholders and the receipt of specific governmental and regulatory approvals, (iv) the lack of ability to finish the PIPE investment decision in relationship with the proposed transaction, (v) the lack of a 3rd bash valuation in identifying irrespective of whether or not to go after the proposed transactions, (vi) the incidence of any celebration, alter or other circumstance that could give rise to the termination of the merger settlement, (vii) the sum of redemption requests built by RAAC’s community stockholders, (viii) the outcome of the announcement or pendency of the proposed transaction on BG’s organization relationships, working benefits and enterprise usually, (ix) threats that the proposed transaction disrupts recent options and functions of BG and potential challenges in BG customer and staff retention as a result of the proposed transaction, (x) dangers relating to the uncertainty of the projected monetary information and facts with regard to BG, (xi) challenges relating to growing fees of BG in the long run and BG’s ability to generate revenues from a constrained amount of clients, (xii) challenges associated to BG producing the the vast majority of its revenues from a confined variety of items and shoppers, (xiii) the passing of new legislation and laws governing the robotics and artificial intelligence industries that most likely prohibit BG’s company or enhance its costs, (xiv) potential litigation relating to the proposed transaction that could be instituted in opposition to BG, RAAC or their respective administrators and officers, which include the outcomes of any outcomes associated thereto, (xv) the skill to retain the listing of RAAC’s securities on The Nasdaq Stock Marketplace LLC, both in advance of or soon after the consummation of the business enterprise combination, (xvi) the price tag of RAAC’s securities might be volatile owing to a range of variables, which include adjustments in the competitive and really regulated industries in which RAAC ideas to run, variations in running general performance across competitors, improvements in rules and rules affecting RAAC’s enterprise and alterations in the combined funds composition, (xvii) the potential to apply small business plans, forecasts, and other anticipations right after the completion of the proposed transaction, and determine and realize added possibilities, (xviii) unanticipated charges, costs or costs resulting from the proposed transaction, (xix) threats of downturns and a modifying regulatory landscape and (xx) the outcomes of normal disasters, terrorist assaults and the spread and/or abatement of infectious disorders, these types of as COVID-19, on the proposed transactions or on the means to implement enterprise designs, forecasts, and other expectations after the completion of the proposed transactions. The foregoing checklist of aspects is not exhaustive. You must very carefully look at the foregoing components and the other risks and uncertainties explained in the “Risk Factors” area of RAAC’s registration assertion on Type S-1 (File No. 333-250850) (the “Form S-1”), the registration assertion on Variety S-4 mentioned below (when it turns into available) and other documents submitted by RAAC from time to time with the U.S. Securities and Exchange Commission (the “SEC”). These filings identify and deal with other critical risks and uncertainties that could result in true functions and final results to vary materially from individuals contained in the ahead-seeking statements. If any of these hazards materialize or our assumptions establish incorrect, actual functions and final results could vary materially from all those contained in the ahead-hunting statements. There may well be additional threats that neither RAAC nor BG presently know or that RAAC and BG at this time consider are immaterial that could also bring about real events and results to vary from those contained in the ahead-wanting statements. In addition, ahead-wanting statements replicate RAAC’s and BG’s anticipations, designs or forecasts of foreseeable future functions and views as of the date of this doc. RAAC and BG foresee that subsequent situations and developments will trigger RAAC’s and BG’s assessments to transform. While RAAC and BG may well elect to update these ahead-looking statements at some place in the long term, RAAC and BG particularly disclaim any obligation to do so, unless required by applicable regulation. These forward-on the lookout statements need to not be relied on as representing RAAC’s and BG’s assessments as of any day subsequent to the day of this document. Appropriately, undue reliance must not be positioned on the ahead-wanting statements. Neither RAAC nor BG presents any assurance that either RAAC or BG, or the blended company, will accomplish the benefits or other issues established forth in the forward-seeking statements.

Extra Details and Wherever to Uncover It

This interaction relates to the proposed business combination amongst RAAC and BG (the “Business Combination”). RAAC intends to file a registration statement on Sort S-4 with the SEC, which will involve a preliminary proxy assertion to be distributed to holders of RAAC’s popular stock in connection with RAAC’s solicitation of proxies for the vote by RAAC’s stockholders with respect to the Small business Mixture. Following the registration statement has been submitted and declared efficient, RAAC will mail a definitive proxy assertion / prospectus to its stockholders as of the document day set up for voting on the Business enterprise Combination and the other proposals regarding the Business enterprise Blend established forth in the registration assertion. RAAC may also file other documents with the SEC regarding the proposed transaction. Right before Generating ANY VOTING OR Expense Final decision, Buyers AND Security HOLDERS ARE URGED TO Very carefully Examine THE Entire REGISTRATION Statement AND PROXY Assertion / PROSPECTUS, WHEN THEY Turn into Offered, AND ANY OTHER Suitable Files Submitted WITH THE SEC, AND THE DEFINITIVE Versions THEREOF (WHEN THEY Develop into Offered), AS Well AS ANY AMENDMENTS OR Health supplements TO THESE Documents, Diligently AND IN THEIR ENTIRETY Since THEY WILL Consist of Critical Information and facts ABOUT THE PROPOSED TRANSACTION. The documents filed by RAAC with the SEC, which includes the preliminary proxy statement / prospectus, when offered, may perhaps be received totally free of cost at the SEC’s web page at www.sec.gov. In addition, the files submitted by RAAC could be attained free of charge of charge on composed ask for to RAAC at 1717 Rhode Island Ave NW, Suite 1000, Washington, DC 20036, Attn: Trader Relations.

Members in the Solicitation

RAAC and BG and their respective directors and government officers might be considered to be contributors in the solicitation of proxies from stockholders of RAAC in connection with the proposed transaction under the procedures of the SEC. RAAC’s stockholders and other fascinated folks may attain, without cost, additional comprehensive data with regards to the names, affiliations and interests of administrators and government officers of RAAC in RAAC’s Kind S-1 as effectively as its other filings with the SEC. Other information and facts relating to folks who may possibly, underneath the rules of the SEC, be considered the members in the proxy solicitation of RAAC’s stockholders in relationship with the proposed Company Combination and a description of their direct and oblique pursuits, by stability holdings or usually, will be involved in the preliminary proxy assertion / prospectus and will be contained in other appropriate supplies to be submitted with the SEC pertaining to the proposed Business enterprise Blend (if and when they turn out to be accessible) . You may perhaps get free of charge copies of these files at the SEC’s web page at www.sec.gov. Copies of paperwork filed with the SEC by RAAC will also be accessible cost-free of demand from RAAC applying the contact information previously mentioned.

No Offer or Solicitation

This conversation is not a proxy assertion or solicitation or a proxy, consent or authorization with respect to any securities or in respect of the proposed Enterprise Mix and shall not represent an present to promote or a solicitation of an offer to invest in the securities of RAAC, BG or the put together organization, nor shall there be any sale of securities in any jurisdiction in which these provide, solicitation or sale would be illegal prior to registration or qualification below the securities laws of any this kind of jurisdiction. No present of securities shall be considered to be built except by means of a prospectus conference the necessities of Segment 10 of the Securities Act, and otherwise in accordance with relevant regulation.

About Berkshire Gray

Berkshire Grey can help shoppers radically modify the important way they do small business by providing activity-changing technologies that brings together AI and robotics to automate success, provide chain and logistics functions. Berkshire Gray options are a essential engine of alter that remodel decide, pack, move, retailer, arrange and sort functions to provide competitive edge for enterprises serving today’s connected consumers. Berkshire Gray shoppers contain World-wide 100 shops and logistics provider companies. A lot more information and facts is obtainable at www.berkshiregrey.com.

Berkshire Grey and the Berkshire Gray symbol are registered logos of Berkshire Gray. Other trademarks referenced are the house of their respective entrepreneurs.

About Revolution Acceleration Acquisition Corp

Revolution Acceleration Acquisition Corp focuses on price creation options at the forefront of fast technological innovation and economic advancement. We imagine that choices to the classic IPO system produce a crucial avenue for transformative, category-defining corporations to quickly and successfully entry community markets, enabling them to scale their business enterprise and make value for a wide and numerous team of investors. For far more details about Revolution Acceleration Acquisition Corp, you should check out: www.revolutionaac.com.