Berkshire Grey, a Leader in AI-Enabled Robotics and Automation Answers, Announces Organization Combination with Revolution Acceleration Acquisition Corp

BEDFORD, Mass. & WASHINGTON–(Enterprise WIRE)–Berkshire Gray (“BG” or the “Company”), a developer of integrated synthetic intelligence (“AI”) and robotic methods for e-commerce, retail replenishment, and logistics, has entered into a definitive agreement with Revolution Acceleration Acquisition Corp (Nasdaq: RAAC) (“RAAC”), a special reason acquisition corporation, to build a main publicly shown robotics and automation options business with a submit-transaction fairness value of up to $2.7 billion.

Launched in 2013 by the existing Chief Govt Officer, Tom Wagner, Ph.D., the Previous Main Technologies Officer at iRobot, BG is a pure-enjoy robotics corporation offering fully integrated, AI-based software package and hardware answers to automate organization operations in warehouses and logistics fulfillment centers. The Company’s strong answers aid suppliers and logistics providers fulfill the exponential progress of e-commerce and at any time-expanding buyer requires. BG’s management, engineering, and business teams each and every have substantial robotics abilities and deep field expertise.

The Corporation has obtained strong momentum considering that emerging from stealth manner in 2018, propelled by the accelerating client change toward e-commerce and the resulting have to have for merchants to adapt their supply chain and warehouse functions to satisfy purchaser requires for improved assortment, reduced charges, and faster transport. Around 5% of warehouses are automated nowadays, which highlights the substantial market place option for BG’s remedies.

BG’s AI-enabled robotics answers are scalable, adaptable and dependable – furnishing companies with a holistic method to automation of jobs that speed the move of products to buyers. The Company’s offerings bring with each other proprietary AI with differentiated components to build robotic buying programs and numerous kinds of robotic mobility programs, which are put together in an orchestrated vogue to push operational efficiencies. Differentiated hardware includes entire robots, sensing methods, gripping methods and device eyesight devices. The intellectual property supporting BG’s sector-top remedies is secured by more than 300 patent filings. Operational efficiencies realized by BG consumers ordinarily result in a return on their investment decision in as small as two to 3 many years.

Order backlog and ongoing negotiations with the Company’s present shoppers, which include multi-nationwide retail, e-commerce and offer logistics organizations, supply significant visibility into projected revenues for 2021 and 2022. Moreover, BG intends to increase its professional corporation to fulfill increasing demand for its companies, deepen its associations in important business sectors, and construct out new, price-added companies.

John Delaney, the Main Government Officer of RAAC, will remain on the Board of Administrators of the merged corporation upon completion of the transaction.

“Berkshire Grey was founded to help our customers contend even far more favorably in the quickly evolving worlds of retail and logistics,” reported Tom Wagner, Founder and Chief Government Officer of BG. “Buyer expectations have improved, putting a lot more pressure on offer chain functions to get the right goods to the ideal spots at the proper times, as proficiently as probable. More than the past 12 months the pandemic amplified the by now superior pressure to transform, so currently it is no for a longer period a dilemma of if firms may well renovate but how rapidly. We are unbelievably psyched about this transaction, which will allow Berkshire Gray to accelerate expansion and deliver new and existing prospects with our foremost robotics solutions,” Wagner concluded.

“Today’s people expect a better collection of goods, at decreased prices, with delivery that is immediate,” stated John Delaney, the Chief Govt Officer of RAAC. “In our judgment, Berkshire Grey’s ideal-in-course technologies and uniquely integrated solutions deliver a essential pathway for providers to adapt to these modifying wants. The Company’s solid interactions with an set up foundation of blue-chip consumers is a testomony to its means to provide tangible and measurable results that empower businesses to contend even more successfully. Steve Situation and I are honored to companion with Tom and the relaxation of Berkshire Grey’s gifted staff and investors to comprehend this singular opportunity to revolutionize how businesses function. I seem forward to signing up for their Board of Administrators,” additional Delaney.

Transaction Overview

The transaction is anticipated to present up to $413 million in money proceeds, together with a thoroughly committed PIPE of $165 million, with latest BG shareholders Khosla Ventures, New Company Associates, Canaan Associates and SoftBank Group Corp. rolling 100% of their equity into the put together business. The PIPE is anchored by Chamath Palihapitiya, Founder and CEO of Social Capital, Hedosophia and cash and accounts managed by BlackRock.

At closing, BG expects to have around $507 million funds, which will be applied to fund functions and guidance new and existing development initiatives, and no credit card debt on its harmony sheet. All references to offered dollars from the believe in account and retained transaction proceeds are subject to any redemptions by the public shareholders of RAAC and payment of transaction charges.

The transaction, which has been unanimously permitted by RAAC’s Board of Administrators and BG’s Board of Directors, is predicted to near for the duration of the 2nd quarter of 2021 and is subject to acceptance by RAAC’s stockholders and other customary closing disorders.

Advisors

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

More information about the proposed transaction, like a copy of the merger settlement and trader presentation, will be supplied in a Existing Report on Form 8-K that will consist of an trader presentation to be filed by RAAC with the Securities and Trade Fee and offered at www.sec.gov. This push launch and the investor presentation are also offered on the RAAC web page at https://revolutionaac.com/.

Investor Webcast

The investor webcast will be archived and available for replay at https://revolutionaac.com/ beginning now at 8:00 AM ET.

Cautionary Assertion Concerning Forward-Looking Statements

This conversation is made up of selected forward-wanting statements in the that means of the federal securities rules with respect to the proposed transactions amongst BG and RAAC. Forward-looking statements may well be recognized by the use of the words such as “ estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “target,” “should,” “will,” “would,” “will be,” “will continue on,” “will likely outcome,” or comparable expressions that forecast or reveal future functions or traits or that are not statements of historic issues. These ahead-searching statements consist of, but are not constrained to, statements pertaining to the proposed transaction between BG and RAAC, such as statements as to the expected timing, completion and results of the proposed transaction. These statements are based mostly on a variety of assumptions, no matter whether or not recognized in this document, and on the present anticipations of RAAC’s and BG’s administration and are not predictions of actual functionality, and, as a final result, are subject matter to challenges and uncertainties. These forward-looking statements are furnished for illustrative needs only and are not supposed to provide as, and have to not be relied on by any trader as, a warranty, an assurance, a prediction or a definitive assertion of actuality or probability. Precise functions and situations are difficult or impossible to forecast and will differ from assumptions. Many genuine activities and conditions are over and above the management of RAAC and BG. These ahead-searching statements are matter to a amount of pitfalls and uncertainties, which include, but not minimal to, (i) the danger that the proposed transaction may perhaps not be done in a timely manner or at all, which may adversely have an impact on the cost of RAAC’s securities, (ii) the possibility that the proposed transaction may perhaps not be concluded by RAAC’s company mixture deadline and the likely failure to obtain an extension of the business enterprise combination deadline if sought by RAAC, (iii) the failure to fulfill the situations to the consummation of the proposed transaction, together with the adoption of the merger settlement by the stockholders of RAAC, the gratification of the least have confidence in account volume following redemptions by RAAC’s public stockholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of ability to full the PIPE financial commitment in link with the proposed transaction, (v) the lack of a third party valuation in deciding irrespective of whether or not to go after the proposed transactions, (vi) the prevalence of any event, change or other circumstance that could give rise to the termination of the merger settlement, (vii) the amount of money of redemption requests made by RAAC’s public stockholders, (viii) the result of the announcement or pendency of the proposed transaction on BG’s small business interactions, functioning effects and company generally, (ix) risks that the proposed transaction disrupts present-day programs and operations of BG and probable complications in BG shopper and personnel retention as a consequence of the proposed transaction, (x) hazards relating to the uncertainty of the projected money info with regard to BG, (xi) risks relating to expanding costs of BG in the long term and BG’s potential to crank out revenues from a limited quantity of clients, (xii) risks connected to BG creating the vast majority of its revenues from a confined selection of products and buyers, (xiii) the passing of new laws and rules governing the robotics and synthetic intelligence industries that likely restrict BG’s business or increase its expenditures, (xiv) opportunity litigation relating to the proposed transaction that could be instituted from BG, RAAC or their respective administrators and officers, together with the outcomes of any results linked thereto, (xv) the capacity to preserve the listing of RAAC’s securities on The Nasdaq Inventory Market place LLC, either before or just after the consummation of the enterprise combination, (xvi) the selling price of RAAC’s securities may possibly be risky thanks to a wide variety of things, which includes modifications in the aggressive and really controlled industries in which RAAC designs to function, versions in operating effectiveness throughout rivals, alterations in legal guidelines and laws affecting RAAC’s organization and changes in the blended cash framework, (xvii) the capacity to employ enterprise ideas, forecasts, and other expectations following the completion of the proposed transaction, and discover and know more possibilities, (xviii) unforeseen expenses, charges or expenditures ensuing from the proposed transaction, (xix) challenges of downturns and a modifying regulatory landscape and (xx) the consequences of normal disasters, terrorist attacks and the unfold and/or abatement of infectious illnesses, these types of as COVID-19, on the proposed transactions or on the ability to implement business enterprise ideas, forecasts, and other expectations immediately after the completion of the proposed transactions. The foregoing record of factors is not exhaustive. You should very carefully take into account the foregoing elements and the other dangers and uncertainties explained in the “Risk Factors” portion of RAAC’s registration assertion on Type S-1 (File No. 333-250850) (the “Form S-1”), the registration assertion on Kind S-4 discussed down below (when it becomes obtainable) and other files filed by RAAC from time to time with the U.S. Securities and Trade Commission (the “SEC”). These filings establish and handle other essential hazards and uncertainties that could result in actual situations and outcomes to vary materially from people contained in the forward-on the lookout statements. If any of these dangers materialize or our assumptions establish incorrect, precise occasions and final results could differ materially from those people contained in the forward-seeking statements. There might be further pitfalls that neither RAAC nor BG presently know or that RAAC and BG presently consider are immaterial that could also bring about actual activities and outcomes to vary from those contained in the ahead-on the lookout statements. In addition, forward-seeking statements replicate RAAC’s and BG’s anticipations, ideas or forecasts of long term occasions and sights as of the day of this document. RAAC and BG foresee that subsequent situations and developments will trigger RAAC’s and BG’s assessments to change. When RAAC and BG may perhaps elect to update these forward-seeking statements at some level in the long run, RAAC and BG specially disclaim any obligation to do so, unless of course expected by applicable law. These forward-looking statements must not be relied upon as symbolizing RAAC’s and BG’s assessments as of any date subsequent to the day of this doc. Accordingly, undue reliance really should not be positioned upon the forward-on the lookout statements. Neither RAAC nor BG gives any assurance that both RAAC or BG, or the combined corporation, will realize the final results or other matters set forth in the forward-hunting statements.

Further Facts and Wherever to Find It

This conversation relates to the proposed company mix among RAAC and BG (the “Business Combination”). RAAC intends to file a registration assertion on Sort S-4 with the SEC, which will contain a preliminary proxy assertion to be distributed to holders of RAAC’s frequent inventory in connection with RAAC’s solicitation of proxies for the vote by RAAC’s stockholders with regard to the Business Mixture. Soon after the registration statement has been submitted and declared effective, RAAC will mail a definitive proxy assertion / prospectus to its stockholders as of the report date established for voting on the Organization Blend and the other proposals about the Enterprise Blend established forth in the registration statement. RAAC could also file other files with the SEC pertaining to the proposed transaction. Prior to Building ANY VOTING OR Expenditure Determination, Buyers AND Protection HOLDERS ARE URGED TO Carefully Examine THE Whole REGISTRATION Assertion AND PROXY Assertion / PROSPECTUS, WHEN THEY Come to be Accessible, AND ANY OTHER Pertinent Files Filed WITH THE SEC, AND THE DEFINITIVE Versions THEREOF (WHEN THEY Become Offered), AS Nicely AS ANY AMENDMENTS OR Health supplements TO THESE Files, Cautiously AND IN THEIR ENTIRETY Since THEY WILL Comprise Critical Data ABOUT THE PROPOSED TRANSACTION. The documents filed by RAAC with the SEC, which includes the preliminary proxy assertion / prospectus, when accessible, may perhaps be attained free of demand at the SEC’s website at www.sec.gov. In addition, the documents submitted by RAAC may well be obtained totally free of demand on created 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 administrators and government officers may well be considered to be contributors in the solicitation of proxies from stockholders of RAAC in link with the proposed transaction under the guidelines of the SEC. RAAC’s stockholders and other fascinated individuals may well get, devoid of demand, more thorough info pertaining to the names, affiliations and interests of administrators and govt officers of RAAC in RAAC’s Sort S-1 as well as its other filings with the SEC. Other info with regards to people who may perhaps, beneath the rules of the SEC, be considered the members in the proxy solicitation of RAAC’s stockholders in connection with the proposed Organization Mix and a description of their immediate and oblique passions, by security holdings or in any other case, will be provided in the preliminary proxy assertion / prospectus and will be contained in other pertinent materials to be submitted with the SEC concerning the proposed Company Mixture (if and when they come to be readily available) . You might attain free of charge copies of these files at the SEC’s internet site at www.sec.gov. Copies of documents submitted with the SEC by RAAC will also be readily available free of demand from RAAC working with the get in touch with facts earlier mentioned.

No Offer you or Solicitation

This conversation is not a proxy statement or solicitation or a proxy, consent or authorization with regard to any securities or in respect of the proposed Business Mix and shall not represent an provide to promote or a solicitation of an give to buy the securities of RAAC, BG or the mixed corporation, nor shall there be any sale of securities in any jurisdiction in which this kind of supply, solicitation or sale would be unlawful prior to registration or qualification beneath the securities laws of any these jurisdiction. No offer you of securities shall be deemed to be created apart from by implies of a prospectus assembly the requirements of Section 10 of the Securities Act, and usually in accordance with applicable legislation.

About Berkshire Gray

Berkshire Grey aids clients radically modify the vital way they do organization by delivering video game-changing technologies that brings together AI and robotics to automate success, supply chain and logistics operations. Berkshire Gray options are a basic engine of improve that completely transform choose, pack, move, keep, manage and type functions to deliver competitive advantage for enterprises serving today’s connected consumers. Berkshire Grey consumers incorporate World wide 100 suppliers and logistics assistance providers. Far more info is offered at www.berkshiregrey.com.

Berkshire Gray and the Berkshire Gray brand are registered emblems of Berkshire Grey. Other trademarks referenced are the assets of their respective house owners.

About Revolution Acceleration Acquisition Corp

Revolution Acceleration Acquisition Corp focuses on value generation opportunities at the forefront of swift technological innovation and financial progress. We believe that alternatives to the common IPO approach create a critical avenue for transformative, category-defining providers to speedily and effectively accessibility general public markets, enabling them to scale their enterprise and generate value for a wide and diverse team of buyers. For additional information about Revolution Acceleration Acquisition Corp, you should check out: www.revolutionaac.com.