- Special meeting of the Revolution Acceleration Acquisition
Corp (“RAAC”) stockholders in lieu of the 2021 annual meeting to
approve the proposed business combination with Berkshire Grey, Inc.
to be held on July 20, 2021 at 12:00 PM ET.
- Stockholders as of the close of business on the record date of
June 17, 2021 are encouraged to vote their shares.
- For assistance voting your shares, please contact Innisfree
M&A Incorporated, RAAC’s proxy solicitor, at (877) 717-3930
(toll-free for stockholders) or (212) 750-5833 (for banks and
brokers).
- RAAC recommends stockholders Vote "FOR" all of the proposals
at the Special Meeting
- For more information, RAAC’s stockholders are encouraged to
carefully read the entire registration statement and definitive
proxy statement/prospectus filed in connection with the proposed
business combination.
Revolution Acceleration Acquisition Corp (Nasdaq: RAAC), a
publicly traded special purpose acquisition company, announced that
RAAC’s definitive proxy statement/prospectus (the “Proxy
Statement/Prospectus”) relating to the previously announced
proposed business combination (the “Business Combination”) with
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, has been filed with the U.S. Securities and Exchange
Commission (the “SEC”) on June 24, 2021.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20210628005807/en/
RAAC has commenced mailing of the Proxy Statement/Prospectus,
which contains a notice and voting instruction form or a proxy card
relating to the special meeting of the RAAC stockholders in lieu of
the 2021 annual meeting (the “Special Meeting”) to RAAC
stockholders of record as of the close of business on the record
date of June 17, 2021.
The Special Meeting to approve the Business Combination is
scheduled to be held on July 20, 2021 at 12:00 PM Eastern Time. The
Special Meeting will be conducted completely virtually and can be
accessed via live webcast at
https://www.cstproxy.com/revolutionaac/sm2021. If the proposals at
the Special Meeting are approved, the parties anticipate that the
business combination will close shortly thereafter, subject to the
satisfaction or waiver, as applicable, of all other closing
conditions.
Every stockholder's vote matters, regardless of the number of
shares held. Accordingly, RAAC encourages stockholders to vote by
submitting their proxies as soon as possible, and by no later than
11:59 PM Eastern Time on July 19, 2021, after carefully reading the
Proxy Statement/Prospectus to ensure that the stockholder's shares
will be represented at the Special Meeting. Proxies may be
submitted by phone, Internet or mail. Additional instructions may
be found in the Proxy Statement/Prospectus and on the proxy card.
The RAAC Board of Directors unanimously recommends that
stockholders vote “FOR” the Business Combination with Berkshire
Grey and all other proposals at the Special Meeting. Stockholders
which hold shares in “street name” (i.e., those stockholders whose
shares are held of record by a broker, bank or other nominee)
should contact their broker, bank or nominee to ensure that their
shares are voted.
If any individual RAAC stockholder has not received a copy of
the Proxy Statement/Prospectus, such stockholder should (i) confirm
his, her or its status with his, her or its broker or (ii) contact
Innisfree M&A Incorporated, RAAC's proxy solicitor, for
assistance toll-free at (877) 717-3930 (for stockholders) or (212)
750-5833 (for banks and brokers).
Upon closing, the combined company’s shares of Class A common
stock (“Class A Stock”) and redeemable warrants (“Warrants”) are
expected to remain listed on The Nasdaq Stock Market LLC under the
ticker symbols “BGRY” and “BGRYW,” respectively. Any RAAC units
will automatically separate into the component shares of Class A
Stock and Warrants upon the consummation of the Business
Combination.
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.
About Revolution Acceleration Acquisition Corp
Revolution Acceleration Acquisition Corp focuses on value
creation opportunities at the forefront of rapid technological
innovation and economic growth. We believe that alternatives to the
traditional IPO process create a key avenue for transformative,
category-defining companies to quickly and efficiently access
public markets, enabling them to scale their business and create
value for a broad and diverse group of investors. For more
information about Revolution Acceleration Acquisition Corp, please
visit: www.revolutionaac.com.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed transactions between Berkshire Grey and RAAC.
Forward-looking statements may be identified 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,” “will likely result,” or similar expressions
that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding the proposed
transaction between Berkshire Grey and RAAC, including statements
as to the expected timing, completion and effects of the proposed
transaction. These statements are based on various assumptions,
whether or not identified in this communication, and on the current
expectations of RAAC’s and Berkshire Grey’s management and are not
predictions of actual performance, and, as a result, are subject to
risks and uncertainties. These forward-looking statements are
provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many
actual events and circumstances are beyond the control of RAAC and
Berkshire Grey. These forward-looking statements are subject to a
number of risks and uncertainties, including, but not limited to,
(i) the risk that the proposed transaction may not be completed in
a timely manner or at all, which may adversely affect the price of
RAAC’s securities, (ii) the risk that the proposed transaction 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, (iii) the failure to
satisfy the conditions to the consummation of the proposed
transaction, including the adoption of the merger agreement by the
stockholders of RAAC, the satisfaction of the minimum trust account
amount following redemptions by RAAC’s public stockholders and the
receipt of certain governmental and regulatory approvals, (iv) the
inability to complete the PIPE investment in connection with the
proposed transaction, (v) the lack of a third party valuation in
determining whether or not to pursue the proposed transactions,
(vi) the occurrence of any event, change or other circumstance that
could give rise to the termination of the merger agreement, (vii)
the amount of redemption requests made by RAAC’s public
stockholders, (viii) the effect of the announcement or pendency of
the proposed transaction on Berkshire Grey’s business
relationships, operating results and business generally, (ix) risks
that the proposed transaction disrupts current plans and operations
of Berkshire Grey and potential difficulties in Berkshire Grey
customer and employee retention as a result of the proposed
transaction, (x) risks relating to the uncertainty of the projected
financial information with respect to Berkshire Grey, (xi) risks
relating to increasing expenses of Berkshire Grey in the future and
Berkshire Grey’s ability to generate revenues from a limited number
of customers, (xii) risks related to Berkshire Grey generating the
majority of its revenues from a limited number of products and
customers, (xiii) the passing of new laws and regulations governing
the robotics and artificial intelligence industries that
potentially restrict Berkshire Grey’s business or increase its
costs, (xiv) potential litigation relating to the proposed
transaction that could be instituted against Berkshire Grey, RAAC
or their respective directors and officers, including the effects
of any outcomes related thereto, (xv) the ability to maintain the
listing of RAAC’s securities on The Nasdaq Stock Market LLC, either
before or after the consummation of the business combination, (xvi)
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 plans to operate, variations in operating
performance across competitors, changes in laws and regulations
affecting RAAC’s business and changes in the combined capital
structure, (xvii) the ability to implement business plans,
forecasts, and other expectations after the completion of the
proposed transaction, and identify and realize additional
opportunities, (xviii) unexpected costs, charges or expenses
resulting from the proposed transaction, (xix) risks of downturns
and a changing regulatory landscape and (xx) the effects of natural
disasters, terrorist attacks and the spread and/or abatement of
infectious diseases, such as COVID-19, on the proposed transactions
or on the ability to implement business plans, forecasts, and other
expectations after the completion of the proposed transactions. The
foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of the Proxy
Statement/Prospectus and other documents filed by RAAC from time to
time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the
forward-looking statements. If any of these risks materialize or
our assumptions prove incorrect, actual events and results could
differ materially from those contained in the forward-looking
statements. There may be additional risks that neither RAAC nor
Berkshire Grey presently know or that RAAC and Berkshire Grey
currently believe are immaterial that could also cause actual
events and results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect RAAC’s and Berkshire Grey’s expectations, plans or
forecasts of future events and views as of the date of this
communication. RAAC and Berkshire Grey anticipate that subsequent
events and developments will cause RAAC’s and Berkshire Grey’s
assessments to change. While RAAC and Berkshire Grey may elect to
update these forward-looking statements at some point in the
future, RAAC and Berkshire Grey specifically disclaim any
obligation to do so, unless required by applicable law. These
forward-looking statements should not be relied upon as
representing RAAC’s and Berkshire Grey’s assessments as of any date
subsequent to the date of this communication. Accordingly, undue
reliance should not be placed upon the forward-looking statements.
Neither RAAC nor Berkshire Grey gives any assurance that either
RAAC or Berkshire Grey, or the combined company, will achieve the
results or other matters set forth in the forward-looking
statements.
Additional Information and Where to Find It
This communication relates to the proposed Business Combination
between RAAC and Berkshire Grey. RAAC filed a Registration
Statement on Form S-4 (File No. 333-254539) (as amended, the
“Registration Statement”), which was declared effective, and filed
the Proxy Statement/Prospectus which it mailed to its stockholders
as of the record date established for voting on the Business
Combination and the other proposals regarding the Business
Combination set forth in the registration statement. RAAC may also
file other documents with the SEC regarding the proposed
transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION,
INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE
ENTIRE REGISTRATION STATEMENT AND DEFINITIVE PROXY
STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The
documents filed by RAAC with the SEC, including the Proxy
Statement/Prospectus, may be obtained free of charge at the SEC’s
website at www.sec.gov. In addition, the documents filed by RAAC
may be obtained free of charge upon written request to RAAC at 1717
Rhode Island Ave NW, Suite 1000, Washington, DC 20036, Attn:
Investor Relations.
Participants in the Solicitation
RAAC and Berkshire Grey and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from stockholders of RAAC in connection
with the proposed transaction under the rules of the SEC. RAAC’s
stockholders and other interested persons may obtain, without
charge, more detailed information regarding the names, affiliations
and interests of directors and executive officers of RAAC and
Berkshire Grey in the Proxy Statement/Prospectus well as RAAC’s
other filings with the SEC. Other information regarding persons who
may, under the rules of the SEC, be deemed the participants in the
proxy solicitation of RAAC’s stockholders in connection with the
proposed Business Combination and a description of their direct and
indirect interests, by security holdings or otherwise, is included
in the Proxy Statement/Prospectus and will be contained in other
relevant materials to be filed with the SEC regarding the proposed
Business Combination (if and when they become available). You may
obtain free copies of these documents at the SEC’s website at
www.sec.gov. Copies of documents filed with the SEC by RAAC will
also be available free of charge from RAAC using the contact
information above.
No Offer or Solicitation
This communication is not a proxy statement or solicitation or a
proxy, consent or authorization with respect to any securities or
in respect of the proposed Business Combination and shall not
constitute an offer to sell or a solicitation of an offer to buy
the securities of RAAC, Berkshire Grey or the combined company, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be deemed to be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act, and otherwise in accordance with
applicable law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210628005807/en/
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
Revolution Acceleration ... (NASDAQ:RAAC)
Historical Stock Chart
From Nov 2024 to Dec 2024
Revolution Acceleration ... (NASDAQ:RAAC)
Historical Stock Chart
From Dec 2023 to Dec 2024
