Item 4.02 Non-Reliance on Previously Issued Financial Statements or Related
Audit Report or Completed Interim Report.
On April 12, 2021, the Acting Director of the Division of Corporation Finance
and Acting Chief Accountant of the Securities and Exchange Commission ("SEC")
together issued a statement regarding the accounting and reporting
considerations for warrants issued by special purpose acquisition companies
entitled "Staff Statement on Accounting and Reporting Considerations for
Warrants Issued by Special Purpose Acquisition Companies ('SPACs')" (the "SEC
Statement"). Specifically, the SEC Statement focused on certain settlement terms
and provisions related to certain tender offers following a business
combination, which terms are similar to those contained in the warrant
agreement, dated as of December 7, 2020, between Revolution Acceleration
Acquisition Corp, a Delaware corporation ("RAAC" or the "Company"), and
Continental Stock Transfer & Trust Company, a New York limited purpose trust
company, as warrant agent (the "Warrant Agreement"). As a result of the SEC
Statement, the Company reevaluated the accounting treatment of (i) the 9,583,333
redeemable warrants (the "Public Warrants") that were included in the units
issued by the Company in its initial public offering (the "IPO") and (ii) the
5,166,667 redeemable warrants (together with the Public Warrants, the
"Warrants") that were issued to the Company's sponsor in a private placement
that closed concurrently with the closing of the IPO, and determined to classify
the Warrants as derivative liabilities measured at fair value, with changes in
fair value each period reported in earnings. While the Company has not generated
any operating revenues to date and will not generate any operating revenues
until after completion of its initial business combination, at the earliest, the
change in fair value of the Warrants is a non-cash charge and will be reflected
in the Company's statement of operations.
On April 29, 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 SEC Statement, it is
appropriate to restate (i) certain items on the Company's previously issued
audited balance sheet dated as of December 10, 2020, which was related to its
IPO, and (ii) the Company's previously issued audited financial statements as of
December 31, 2020 and for the period from September 10, 2020 (inception) through
December 31, 2020 (collectively, the "Relevant Periods"). Considering such
restatement, such audited financial statements should no longer be relied upon.
The Company will file an amendment to its Annual Report for the fiscal year
ended December 31, 2020 on Form 10-K, originally filed with the SEC on March 17,
2021, which will include the restated audited financial statements for the
Relevant Periods.
Going forward, unless we amend the terms of the Warrant Agreement, we expect to
continue to classify our warrants as a liabilities, which would require us to
incur the cost of measuring the fair value of the warrant liabilities, and which
may have an adverse effect on our results of operations.
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. A copy of a letter from the Independent Accountants is
attached hereto as Exhibit 7.01.
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
Berkshire Grey, Inc., a Delaware corporation ("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 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 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.
Additional Information and Where to Find It
This report relates to the proposed business combination between RAAC and BG
(the "Business Combination"). 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 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 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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