BERKSHIRE GREY, INC.
(successor to REVOLUTION ACCELERATION ACQUISITION CORP)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2021
(Unaudited)
Business Prior to the Business Combination
Prior to the Business Combination, the Company had one subsidiary, Pickup Merger Corp, a direct, wholly-owned subsidiary of the Company incorporated in
Delaware on February 19, 2021 (Merger Sub) (see Note 10).
All activity through June 30, 2021 related to the Companys
formation, the initial public offering (the Initial Public Offering), which is described below, and identifying a target company for an initial business combination and consummating the acquisition of Berkshire Grey, Inc.
The registration statement for the Companys Initial Public Offering was declared effective on December 7, 2020. On December 10, 2020, the
Company consummated the Initial Public Offering of 28,750,000 units (the Units and, with respect to the shares of Class A common stock included in the Units sold, the Public Shares), which includes the full exercise by
the underwriter of its over-allotment option in the amount of 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000, which is described in Note 3.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,166,667 warrants (each, a Private Placement
Warrant and, collectively, the Private Placement Warrants) at a price of $1.50 per Private Placement Warrant in a private placement to RAAC Management LLC (the Sponsor), generating gross proceeds of $7,750,000, which is
described in Note 4.
Transaction costs amounted to $16,242,914, consisting of $5,750,000 of underwriting fees, $10,062,500 of deferred underwriting fees
and $430,414 of other offering costs.
Following the closing of the Initial Public Offering on December 10, 2020, an amount of $287,500,000 ($10.00
per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the Trust Account), and invested in U.S. government securities, within
the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the Investment Company Act), as determined by the Company.
Liquidity
As of June 30, 2021, the Company had
approximately $123,871 in its operating bank account and $287,538,614 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith.
Until the consummation of the Business Combination, the Company used the funds not held in the Trust Account for identifying and evaluating prospective
acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. In addition, the
Sponsor, an affiliate of the Sponsor or certain of the Companys officers and directors may, but are not obligated to, provide the Company Working Capital Loans of up to $1,500,000 (See Note Related Party Loans for more information).
On July 21, 2021, the Company completed the Business Combination with RAAC pursuant to the Merger Agreement. Upon closing of the business combination
transaction, the combined company was renamed
F-81