Filed by Revolution Acceleration
Acquisition Corp pursuant to
Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Berkshire Grey, Inc.
Commission File No.: 001-39768
The following is a press release of Berkshire Grey, Inc. from May
18, 2021:
Berkshire Grey Sets May 2021 Investor Event
Schedule
BEDFORD,
Mass., May 18, 2021—Berkshire Grey, Inc., the leader in AI-enabled robotic solutions that automate supply chain processes
for eCommerce, retail replenishment, and logistics, has been invited to participate in the following investor events in May 2021:
Jefferies Unlocking Value: Conversations with Capitalists –
Berkshire Grey
Presentation: Wednesday, May 19th, at 9:00 a.m. ET
Webcast: Click here
16th Annual Needham Virtual Technology & Media Conference
Presentation: Thursday, May 20th, at 9:30 a.m. ET
Webcast: Click here
For more information about the conferences or to schedule a 1-on-1
meeting with Berkshire Grey management, please contact your respective conference representative or Berkshire Grey’s investor relations
team.
On February 24, 2021, Berkshire Grey entered into a definitive agreement
with Revolution Acceleration Acquisition Corp (Nasdaq: RAAC) that is expected to result in Berkshire Grey becoming a public listed company
during the second quarter of 2021, subject to the satisfaction of customary closing conditions, including approval by the stockholders
of Revolution Acceleration Acquisition Corp.
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.
Berkshire Grey and the Berkshire Grey logo
are registered trademarks of Berkshire Grey. Other trademarks referenced are the property of their respective owners.
To learn more about Berkshire Grey, visit www.berkshiregrey.com.
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, Inc. (“Berkshire Grey”)
and Revolution Acceleration Acquisition Corp (“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 RAAC’s
registration statement on Form S-1 (File No. 333-250850) (the “Form S-1”), the registration statement on Form S-4 discussed
below and other documents filed by RAAC from time to time with the U.S. Securities and Exchange Commission (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
RAAC filed a registration statement on Form
S-4 with the SEC (File No. 333-254539), which includes a preliminary proxy statement to be distributed to holders of RAAC’s common
stock in connection with RAAC’s solicitation of proxies for the vote by RAAC’s stockholders with respect to its proposed business
combination with Berkshire Grey (the “Business Combination”). After the registration statement is declared effective, RAAC
will mail a definitive proxy statement / prospectus 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 PROXY STATEMENT / PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC, AND THE DEFINITIVE VERSIONS THEREOF (WHEN THEY BECOME AVAILABLE), 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 preliminary 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 in RAAC’s
Form S-1 as well as its 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 preliminary 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.
Contacts
Berkshire Grey Press Contact:
Lilian Ma
Director of Corporate Communications
lilian.ma@berkshiregrey.com
Berkshire Grey Investor Relations Contact:
Cody Slach, Matt Glover
Gateway Group
BG@gatewayir.com
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