Item 4.02 Non-Reliance on Previously Issued Financial Statements or Related
Audit Report or Completed Interim Report.
Revolution Acceleration Acquisition Corp ("RAAC" or the "Company") filed its
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 with
the Securities and Exchange Commission (the "SEC") on May 20, 2021 (the
"Original Report"). Subsequent to the Company's filing of the Original Report,
the Company became aware that its application of the guidance (the "Guidance")
in Accounting Standards Codification 480, Distinguishing Liabilities from
Equity, may need to be modified to appropriately reflect the impact of the
private investment in public equity transactions that are the subject of the
subscription agreements that the Company entered into with certain investors on
February 23, 2021 (the "PIPE Investment") in connection with the Company's
proposed business combination (the "Business Combination") with Berkshire Grey,
Inc., a Delaware corporation ("BG"), as previously disclosed in the Company's
Current Report on Form 8-K filed with the SEC on February 24, 2021. The Guidance
may require the Company's common stock to be reclassified from permanent equity
to temporary equity in the form of common stock subject to possible redemption.
On June 9, 2021, after consultation with Marcum LLP, the Company's independent
registered public accounting firm (the "Independent Accountants"), the Company's
management and the Audit Committee of the Company's Board of Directors (the
"Audit Committee") concluded that, in light of the Guidance, the interim
condensed financial statements as of and for the three months ended March 31,
2021 (collectively, the "Interim Financial Statements") included in the Original
Report should no longer be relied upon and should be restated and the Company's
Class A common stock should be reclassified between temporary and permanent
equity, with resulting changes to the Company's temporary equity, additional
paid-capital, accumulated deficit and basic and diluted loss per share as
reflected in the Interim Financial Statements. The Company plans to file, as
soon as practicable, an Amendment No. 1 on Form 10-Q/A to the Original Report
that reflects the reclassification of Class A common stock between temporary and
permanent equity and sets forth its impact on the previously reported Interim
Financial Statements and the restatement thereof.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with the
Independent Accountants.
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IMPORTANT LEGAL INFORMATION
Cautionary Statement Regarding Forward-Looking Statements
This report contains certain forward-looking statements within the meaning of
the federal securities laws with respect to the proposed transactions between BG
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 BG 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 report, and on the
current expectations of RAAC's and BG'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 BG. 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 BG's business relationships, operating results and
business generally, (ix) risks that the proposed transaction disrupts current
plans and operations of BG and potential difficulties in BG 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 BG,
(xi) risks relating to increasing expenses of BG in the future and BG's ability
to generate revenues from a limited number of customers, (xii) risks related to
BG 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 BG's business
or increase its costs, (xiv) potential litigation relating to the proposed
transaction that could be instituted against BG, 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 Amendment No.
1 to RAAC's Annual Report on Form 10-K/A for the fiscal year ended December 31,
2020 (the "RAAC Form 10-K/A"), the registration statement on Form S-4 discussed
below 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 BG presently know or that RAAC and BG 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 BG's expectations, plans or forecasts of future
events and views as of the date of this report. RAAC and BG anticipate that
subsequent events and developments will cause RAAC's and BG's assessments to
change. While RAAC and BG may elect to update these forward-looking statements
at some point in the future, RAAC and BG 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 BG's assessments as of any
date subsequent to the date of this report. Accordingly, undue reliance should
not be placed upon the forward-looking statements. Neither RAAC nor BG gives any
assurance that either RAAC or BG, or the combined company, will achieve the
results or other matters set forth in the forward-looking statements.
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Additional Information and Where to Find It
This report relates to the proposed Business Combination between RAAC and BG.
RAAC filed a registration statement on Form S-4 with the SEC on March 19, 2021,
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 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 its 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 the RAAC Form 10-K/A 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 report 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, BG 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.
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