Item 1.01. Entry into a Material Definitive Agreement.

Amended and Restated Registration Rights Agreement

In connection with the Closing, on July 21, 2021, we entered into an Amended and Restated Registration Rights Agreement (the "A&R Registration Rights Agreement") with RAAC Management LLC, a Delaware limited liability company (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 former holders of Legacy Berkshire Grey securities (the "BG RRA Parties"), pursuant to which the RRA Parties will be entitled to registration rights in respect of certain shares of our Class A common stock, par value $0.0001 per share (the "Class A Common Stock") and certain other of our equity securities that are held by the RRA Parties from time to time. The A&R Registration Rights Agreement provides that we will, (i) within 30 calendar days after the consummation of the Business Combination, submit to or file with the SEC (at our sole cost and expense) a registration statement registering the resale of certain shares of the Class A Common Stock and certain other of our equity securities held by the RRA Parties (the "Resale Registration Statement"), and (ii) use our reasonable best efforts to have the Resale Registration Statement declared effective by the SEC as soon as practicable after the filing thereof, but no later than the earlier of (x) the 90th calendar day following the filing date if the SEC notifies us that it will "review" the Resale Registration Statement and (y) the 10th business day after the date we are notified by the SEC that the Resale Registration Statement will not be "reviewed" or will not be subject to further review.

The A&R Registration Rights Agreement grants each of the RRA Parties and their respective permitted transferees certain demand registration rights in connection with an underwritten shelf takedown offering, in each case subject to certain offering thresholds, issuer suspension periods and certain other conditions. In addition, the A&R Registration Rights Agreement grants the RRA Parties "piggyback" registration rights, subject to customary underwriter cutbacks, issuer suspension periods and certain other conditions.

These registration rights are subject to certain customary limitations, including the right of the underwriters to limit the number of securities to be included in an underwritten offering and our right to delay or withdraw a registration statement under certain circumstances. The A&R Registration Rights Agreement includes customary indemnification provisions. The Company will bear the expenses incurred in connection with the filing of any registration statements filed pursuant to the terms of the A&R Registration Rights Agreement, including the fees of legal counsel selected by the majority-in-interest of RRA Parties initiating a demand registration right (not to exceed $75,000 without our consent). The A&R Registration Rights Agreement also provides for a lock-up on registrable securities held by the BG RRA Parties so that such BG RRA Parties may not transfer such shares, except to certain permitted transferees, for 180 . . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

As described in the Introductory Note above, on July 20, 2021, RAAC held the Special Meeting, at which the RAAC stockholders considered and adopted, among other matters, a proposal to approve the Merger Agreement and the Transactions. On July 21, 2021, the parties consummated the Business Combination. In connection with the Closing, the Company changed its name from Revolution Acceleration Acquisition Corp to Berkshire Grey, Inc.

Holders of 23,251,823 shares of RAAC's Class A common stock (the "public shares") properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from RAAC's initial public offering, calculated as of two business days prior to the consummation of the business combination, which was approximately $10.00 per share, or $232,551,292 in the aggregate.

As a result of the Business Combination, each share of Legacy Berkshire Grey preferred stock was converted into Legacy Berkshire Grey common stock, and each share of Legacy Berkshire Grey common stock was converted into the right to receive approximately 5.87585 shares of the Company's Class A Common Stock.

Pursuant to subscription agreements entered into in connection with the Merger Agreement (collectively, the "Subscription Agreements"), certain investors (the "PIPE Investors") agreed to subscribe for an aggregate of 16,500,000 newly-issued shares of Class A Common Stock at a purchase price of $10.00 per share for an aggregate purchase price of $165,000,000 (the "PIPE Investment"). At the Closing, the Company consummated the PIPE Investment.

After giving effect to the Transactions and the consummation of the PIPE Investment there are currently 222,597,413 shares of the Company's Class A Common Stock issued and outstanding.

The Company's Class A Common Stock and warrants commenced trading on The Nasdaq Stock Market LLC ("Nasdaq") under the symbols "BGRY" and "BGRYW," respectively, on July 22, 2021, subject to ongoing review of the Company's satisfaction of all listing criteria following the Business Combination.

As noted above, an aggregate of $232,551,292 was paid from the Company's trust account to holders that properly exercised their right to have public shares redeemed, and the remaining balance of approximately $54,989,588 was used to fund the Business Combination.





                                       3





                              FORM 10 INFORMATION

Item 2.01(f) of Form 8-K states that if the registrant was a shell company, as the Company was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, the Company is providing below the information that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.





Forward-Looking Statements
. . .

Item 3.02. Unregistered Sales of Equity Securities.

As disclosed above, in connection with the Transactions, RAAC obtained commitments from subscribers to purchase shares of Class A Common Stock for a purchase price of $10.00 per share, in the PIPE Investment. The PIPE Investors committed an aggregate of $165,000,000 to purchase an aggregate of 16,500,000 shares of Class A Common Stock. Such commitments were made by way of the Subscription Agreements. Certain offering related expenses were payable by RAAC. The PIPE Investment was consummated on July 21, 2021 immediately prior to the Closing, generating $165,000,000 in proceeds for use in the Transactions. The shares of Class A Common Stock issued pursuant to the Subscription Agreements have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act.

The Subscription Agreements provide for certain registration rights. In particular, the Company is required to, within 30 calendar days following the Closing, file with the SEC a registration statement registering the resale of the securities issued pursuant to the Subscription Agreements. Additionally, the Company is required to use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 90th calendar day following the filing date thereof and (ii) the 10th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be "reviewed" or will not be subject to further review

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Also, as disclosed below in Item 8.01, in accordance with Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company is the successor issuer to RAAC and has succeeded to the attributes of RAAC as the registrant. In addition, the shares of our Class A Common Stock, as the successor to RAAC, are deemed to be registered under Section 12(b) of the Exchange Act.

Our Class A Common Stock is listed for trading on Nasdaq under the symbol "BGRY".

Item 5.01. Changes in Control of Registrant.

The disclosure set forth under the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.





                                       10

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

Executive Officers and Directors

Upon the consummation of the Business Combination, and in accordance with the terms of the Merger Agreement, the sole executive officer of RAAC ceased serving in such capacity, and Stephen M. Case, Steven A. Museles, Phyllis R. Caldwell and Jason M. Fish ceased serving on RAAC's board of directors.

Effective as of the consummation of the Business Combination, Fiona P. Dias and Serena Wolfe were elected as Class I directors, Peter Barris and Sven Strohband were elected as Class II directors and John K. Delaney and Thomas Wagner were elected as Class III directors of the Company, each to serve until the end of their respective terms and until their successors are elected and qualified.

Effective as of the consummation of the Business Combination, Thomas Wagner was appointed as the Company's Chief Executive Officer, Steven Johnson was appointed as the Company's President and Chief Operating Officer and Mark Fidler was appointed as the Company's Chief Financial Officer.

Reference is made to the disclosure in the Proxy Statement/Prospectus in the section entitled "Management of New Berkshire Grey After the Business Combination" beginning on page 166 for biographical information about each of the Company's directors and officers following the Business Combination, which is incorporated herein by reference.

Reference is made to the disclosure described in the Proxy Statement/Prospectus in the section titled "Management of New Berkshire Grey After the Business Combination-Compensation of Directors and Officers" beginning on page 169 for a description of the Company's expectations with respect to the compensation of the Company's executive officers and directors. A description of the compensation of the named executive officers and directors of Legacy Berkshire Grey before the consummation of the Business Combination is set forth in the Proxy Statement/Prospectus in the sections titled "Management of Berkshire Grey-Executive Compensation" beginning on page 139 and "Director Compensation" beginning on page 145, and that information is incorporated herein by reference.

Berkshire Grey, Inc. 2021 Stock Option and Incentive Plan

At the special meeting of RAAC stockholders held on June 9, 2020, RAAC stockholders considered and approved the Berkshire Grey, Inc. 2021 Stock Option and Incentive Plan (the "2021 Plan"). The Company has initially reserved 19,887,747 shares of Class A Common Stock for the issuance of awards under the 2021 Plan. The 2021 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2022, by the lesser of (i) five percent (5%) of the outstanding shares of Class A Common Stock on the last day of the immediately preceding fiscal year and (ii) such lower number of shares, as determined by the 2021 Plan administrator in its discretion (the "Annual Increase"). This limit is subject to adjustment in the event of a stock split, stock dividend or other change in the capitalization of the Company.

The 2021 Plan contains a limitation whereby the value of all awards under the 2021 Plan and all other cash compensation paid by the Company to any non-employee director for services as a non-employee director may not exceed $750,000 in any calendar year (or $1,000,000 in such non-employee director's first year of service).

The 2021 Plan will be administered by our board of directors, the compensation committee or a similar committee performing the functions of the compensation committee, which committee will be constituted to satisfy applicable laws (the "Plan Administrator"). The Plan Administrator may, in its sole discretion, delegate to a committee consisting of one or more officers of the Company, including the chief executive officer, all or part of the Plan Administrator's authority and duties with respect to granting stock awards to individuals who are (i) not subject to Section 16 of the Exchange Act and (ii) not members of the delegated committee. Such delegation of authority shall include a limitation as to the amount of shares of stock underlying stock awards that may be granted during the period of such delegation and shall additionally contain guidelines as to the determination of the exercise price and vesting criteria, as applicable.





                                       11

Subject to the terms of the 2021 Plan, the Plan Administrator has the authority, in its discretion, to (i) determine the time or times to grant stock awards under the 2021 Plan; (ii) select the service providers to whom stock awards may be granted under the 2021 Plan; (iii) determine the number of shares to be covered by each stock award granted under the 2021 Plan; (iv) approve forms of . . .

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


            Year.

Upon the closing of the Business Combination, RAAC's second amended and restated certificate of incorporation was replaced with the third amended and restated certificate of incorporation of the Company (the "Amended and Restated Certificate of Incorporation") and RAAC's bylaws were replaced with the amended and restated bylaws of the Company (the "Amended and Restated Bylaws"). The material terms of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are described in the Proxy Statement/Prospectus in the sections entitled "Proposal No. 3 - The Charter Proposal" beginning on page 90, "Proposal No. 4 - The Advisory Charter Proposals" beginning on page 92, "Comparison of Stockholder Rights" beginning on page 208 and "Description of New Berkshire Grey Securities" beginning on page 222, each of which is incorporated by reference herein.

The foregoing description of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference

Item 5.06. Change in Shell Company Status.

As a result of the Business Combination, the Company ceased to be a shell company upon the Closing. The material terms of the Business Combination are described in Proxy Statement/Prospectus in the sections titled "Proposal No. 1-The Business Combination Proposal" beginning on page 82 and "The Merger Agreement" beginning on page 189, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The audited consolidated financial statements of Legacy Berkshire Grey as of and for the years ended December 31, 2020 and 2019, and the related notes and report of independent registered public accounting firm thereto, are set forth in the Proxy Statement/Prospectus beginning on page F-2 and are incorporated herein by reference.

The unaudited consolidated financial statements of Legacy Berkshire Grey as of and for the three months ended March 31, 2021 and 2020, and the related notes thereto, are set forth in the Proxy Statement/Prospectus beginning on page F-28 and are incorporated herein by reference.

The audited financial statements of RAAC as of December 31, 2020 and for the period from September 10, 2020 (inception) through December 31, 2020, and the related notes and report of independent registered public accounting firm thereto, are set forth in the Proxy Statement/Prospectus beginning on page F-47 and are incorporated herein by reference.





                                       12

The unaudited condensed consolidated financial statements of RAAC as of March 31, 2021 and for the three months ended March 31, 2021, and the related notes thereto are set forth in the Proxy Statement/Prospectus beginning on page F-71 and are incorporated herein by reference.

The unaudited condensed consolidated financial statements of RAAC as of June 30, 2021 and for the three months ended June 30, 2021, and the related notes thereto, will be filed under cover of Form 8-K/A no later than August 16, 2021.

(b) Pro forma financial information.

Certain pro forma financial information of the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference.





 (d) Exhibits.




Exhibit
Number    Description
2.1         Agreement and Plan of Merger, dated as of February 23, 2021, by and
          among Revolution Acceleration Acquisition Corp, Pickup Merger Corp and
          Berkshire Grey, Inc. (incorporated by reference to Annex A of RAAC's
          Registration Statement on Form S-4 (Reg. No. 333-254539), filed with the
          SEC on March 19, 2021).
3.1         Third Amended and Restated Certificate of Incorporation of the
          Company.
3.2         Amended and Restated Bylaws of the Company.
4.1         Specimen Class A Common Stock Certificate of the Company (incorporated
          by reference to RAAC's Registration Statement on Form S-4 (Reg. No.
          333-254539), filed with the SEC on March 19, 2021).
4.2         Specimen Warrant Certificate of RAAC (Included in Exhibit 4.3)
4.3         Warrant Agreement, dated December 7, 2020, between Continental Stock
          Transfer & Trust Company and RAAC (incorporated by reference to Exhibit
          4.1 of RAAC's Form 8-K (File No. 001-39768), filed with the SEC on
          December 10, 2020).
10.1        Amended and Restated Registration Rights Agreement, dated as of July
          21, 2021, by and among the Company, RAAC Management LLC, Steven A.
          Museles, Phyllis R. Caldwell, Jason M. Fish, Andrew Wallace and certain
          former stockholders of Legacy Berkshire Grey.
10.2        Sponsor Support Agreement, dated as of February 23, 2021, by and among
          RAAC Management LLC, Revolution Acceleration Acquisition Corp, Berkshire
          Grey, Inc. and the other parties thereto (incorporated by reference to
          Annex C of RAAC's Registration Statement on Form S-4 (Reg. No.
          333-254539), filed with the SEC on March 19, 2021).
10.3        Company Stockholder Support Agreement, dated as of February 23, 2021,
          by and among Revolution Acceleration Acquisition Corp, Berkshire Grey,
          Inc. and the other parties thereto (incorporated by reference to Annex D
          of RAAC's Registration Statement on Form S-4 (Reg. No. 333-254539),
          filed with the SEC on March 19, 2021).
10.4        Form of Subscription Agreement, entered into between RAAC and each of
          several investors in connection with the Business Combination
           (incorporated by reference to Exhibit 10.1 of RAAC's Form 8-K (Reg. No.
          001-39768), filed with the SEC on February 24, 2021).




                                       13





10.5+       Master Purchase and License Agreement, dated June 6, 2019, between
          Berkshire Grey, Inc. and SoftBank Robotics Corp. (incorporated by
          reference to Exhibit 10.18 of Amendment No. 1 to RAAC's Registration
          Statement on Form S-4 (Reg. No. 333-254539), filed with the SEC on May
          14, 2021).
10.6+       Technology Acceleration Agreement, dated June 6, 2019, between
          Berkshire Grey and SoftBank Robotics Corp. (incorporated by reference to
          Exhibit 10.19 of Amendment No. 1 to RAAC's Registration Statement on
          Form S-4 (Reg. No. 333-254539), filed with the SEC on May 14, 2021).
10.7+       Statement of Work - Proposal # 1907101330, dated August 8, 2019,
          between Berkshire Grey and SoftBank Robotics Corp. (incorporated by
          reference to Exhibit 10.20 of Amendment No. 1 to RAAC's Registration
          Statement on Form S-4 (Reg. No. 333-254539), filed with the SEC on May
          14, 2021).
10.8+       Amendment No. 1 to Statement of Work - Proposal # 1907101330, dated
          October 10, 2019, between Berkshire Grey and SoftBank Robotics Corp.
          (incorporated by reference to Exhibit 10.21 of Amendment No. 1 to RAAC's
          Registration Statement on Form S-4 (Reg. No. 333-254539), filed with the
          SEC on May 14, 2021).
10.9+       Statement of Work - Proposal # 1907101331, dated August 8, 2019,
          between Berkshire Grey and SoftBank Robotics Corp. (incorporated by
          reference to Exhibit 10.22 of Amendment No. 1 to RAAC's Registration
          Statement on Form S-4 (Reg. No. 333-254539), filed with the SEC on May
          14, 2021).
10.10+      Amendment No. 1 to Statement of Work - Proposal # 1907101331, dated
          October 10, 2019, between Berkshire Grey and SoftBank Robotics Corp.
          (incorporated by reference to Exhibit 10.23 of Amendment No. 1 to RAAC's
          Registration Statement on Form S-4 (Reg. No. 333-254539), filed with the
          SEC on May 14, 2021).
10.11+      Statement of Work - Proposal # 1905301745, dated August 7, 2019,
          between Berkshire Grey and SoftBank Robotics Corp. (incorporated by
          reference to Exhibit 10.24 of Amendment No. 1 to RAAC's Registration
          Statement on Form S-4 (Reg. No. 333-254539), filed with the SEC on May
          14, 2021).
10.12+      Master Agreement for Automated Material Handling Solution, dated
          January 31, 2018, between Berkshire Grey and Target Corporation
          (incorporated by reference to Exhibit 10.25 of Amendment No. 1 to RAAC's
          Registration Statement on Form S-4 (Reg. No. 333-254539), filed with the
          SEC on May 14, 2021).
10.13+      Project Agreement for Automated Material Handling Perth Amboy, dated
          January 31, 2018, between Berkshire Grey and Target Corporation
          (incorporated by reference to Exhibit 10.26 of Amendment No. 1 to RAAC's
          Registration Statement on Form S-4 (Reg. No. 333-254539), filed with the
          SEC on May 14, 2021).
10.14+      Amendment No. 1 to Project Agreement for Automated Material Handling
          Perth Amboy, dated January 31, 2018, between Berkshire Grey and Target
          Corporation (incorporated by reference to Exhibit 10.27 of Amendment No.
          1 to RAAC's Registration Statement on Form S-4 (Reg. No. 333-254539),
          filed with the SEC on May 14, 2021).
10.15       Form of Indemnification Agreement.
10.16       2021 Stock Option and Incentive Plan for Berkshire Grey, Inc.
21.1        List of Subsidiaries.
99.1        Unaudited Pro Forma Condensed Combined Financial Information of RAAC
          and Legacy Berkshire Grey for the three months ended March 31, 2021 and
          the year ended December 31, 2020.
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document).

+ Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant

agrees to furnish supplementally a copy of any omitted schedule or exhibit to


   the SEC upon request.




                                       14

© Edgar Online, source Glimpses