Item 1.01. Entry into a Material Definitive Agreement.
Amended and Restated Registration Rights Agreement
In connection with the Closing, on
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
Item 2.01. Completion of Acquisition or Disposition of Assets.
As described in the Introductory Note above, on
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
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
"
After giving effect to the Transactions and the consummation of the
The Company's Class A Common Stock and warrants commenced trading on
As noted above, an aggregate of
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
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
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
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.
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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
Effective as of the consummation of the Business Combination,
Effective as of the consummation of the Business Combination,
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
At the special meeting of RAAC stockholders held on
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
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.
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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
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
The unaudited consolidated financial statements of Legacy Berkshire Grey as of
and for the three months ended
The audited financial statements of RAAC as of
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The unaudited condensed consolidated financial statements of RAAC as of
The unaudited condensed consolidated financial statements of RAAC as of
(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 ofFebruary 23, 2021 , by and among Revolution Acceleration Acquisition Corp,Pickup Merger Corp andBerkshire Grey, Inc. (incorporated by reference to Annex A of RAAC's Registration Statement on Form S-4 (Reg. No. 333-254539), filed with theSEC onMarch 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 theSEC onMarch 19, 2021 ). 4.2 Specimen Warrant Certificate of RAAC (Included in Exhibit 4.3) 4.3 Warrant Agreement, datedDecember 7, 2020 , between Continental StockTransfer & Trust Company and RAAC (incorporated by reference to Exhibit 4.1 of RAAC's Form 8-K (File No. 001-39768), filed with theSEC onDecember 10, 2020 ). 10.1 Amended and Restated Registration Rights Agreement, dated as ofJuly 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 ofFebruary 23, 2021 , by and amongRAAC 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 theSEC onMarch 19, 2021 ). 10.3 Company Stockholder Support Agreement, dated as ofFebruary 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 theSEC onMarch 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 theSEC onFebruary 24, 2021 ). 13 10.5+Master Purchase and License Agreement, datedJune 6, 2019 , betweenBerkshire Grey, Inc. andSoftBank 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 theSEC onMay 14, 2021 ). 10.6+ Technology Acceleration Agreement, datedJune 6, 2019 , betweenBerkshire Grey andSoftBank 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 theSEC onMay 14, 2021 ). 10.7+ Statement of Work - Proposal # 1907101330, datedAugust 8, 2019 , betweenBerkshire Grey andSoftBank 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 theSEC onMay 14, 2021 ). 10.8+ Amendment No. 1 to Statement of Work - Proposal # 1907101330, datedOctober 10, 2019 , betweenBerkshire Grey andSoftBank 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 theSEC onMay 14, 2021 ). 10.9+ Statement of Work - Proposal # 1907101331, datedAugust 8, 2019 , betweenBerkshire Grey andSoftBank 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 theSEC onMay 14, 2021 ). 10.10+ Amendment No. 1 to Statement of Work - Proposal # 1907101331, datedOctober 10, 2019 , betweenBerkshire Grey andSoftBank 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 theSEC onMay 14, 2021 ). 10.11+ Statement of Work - Proposal # 1905301745, datedAugust 7, 2019 , betweenBerkshire Grey andSoftBank 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 theSEC onMay 14, 2021 ). 10.12+ Master Agreement for Automated Material Handling Solution, datedJanuary 31, 2018 , betweenBerkshire Grey andTarget 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 theSEC onMay 14, 2021 ). 10.13+ Project Agreement for Automated Material Handling Perth Amboy, datedJanuary 31, 2018 , betweenBerkshire Grey andTarget 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 theSEC onMay 14, 2021 ). 10.14+ Amendment No. 1 to Project Agreement for Automated Material Handling Perth Amboy, datedJanuary 31, 2018 , betweenBerkshire Grey andTarget 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 theSEC onMay 14, 2021 ). 10.15 Form of Indemnification Agreement. 10.16 2021 Stock Option and Incentive Plan forBerkshire 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 endedMarch 31, 2021 and the year endedDecember 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
theSEC upon request. 14
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