SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

Information About the Parties to the Merger

RAAC

RAAC is a blank check company incorporated in Delaware on September 10, 2020 for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. Upon the consummation of the Business Combination, RAAC intends to change its name to Berkshire Grey, Inc.

The RAAC Units, RAAC Class A Common Stock and RAAC’s Public Warrants are publicly traded on Nasdaq under the symbols “RAACU,” “RAAC” and “RAACW,” respectively. Each RAAC Unit consists of one share of RAAC Class A Common Stock and one-third of one RAAC Public Warrant. Each whole RAAC Public Warrant entitles the holder thereof to purchase one share of RAAC Class A Common Stock at a price of $11.50 per share, subject to adjustment.

RAAC intends to apply to continue the listing of RAAC Units, RAAC Class A Common Stock and RAAC Public Warrants following the Business Combination, as securities of New Berkshire Grey, on Nasdaq under the symbols “BGRYU,” “BGRY” and “BGRYW,” respectively.

The mailing address of RAAC’s principal executive office is 1717 Rhode Island Ave NW, Suite 1000, Washington DC 20036, and its phone number is (202) 776-1400.

Merger Sub

Merger Sub is a Delaware corporation and directly wholly owned subsidiary of RAAC, which was formed on February 19, 2021 for the purpose of effecting a merger with Berkshire Grey. Merger Sub does not own any material assets or operate any business.

Berkshire Grey

Berkshire Grey is a Delaware corporation incorporated on October 3, 2013. Berkshire Grey is an Intelligent Enterprise Robotics (IER) company pioneering and delivering transformative AI-enabled robotic solutions that automate filling ecommerce orders for consumers or businesses, filling orders to resupply retail stores and groceries, and handling packages shipped to fill those orders. Berkshire Grey’s solutions transform supply chain operations and enable its customers to meet and exceed the demands of today’s connected consumers and businesses.

The mailing address of Berkshire Grey’s principal executive office is 140 South Road, Bedford, Massachusetts 01730, and its telephone number is (833) 848-9900.

For more information about Berkshire Grey, see the sections entitled “Information About Berkshire Grey” and “Berkshire Grey’s Management’s Discussion and Analysis of Financial Condition and Results of Operation”.

The Business Combination and the Merger Agreement

As discussed in this proxy statement/prospectus, RAAC is asking its stockholders to approve and adopt the Merger Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, and the documents and agreements contemplated thereby (the “Ancillary Agreements”) and the transactions contemplated by the Merger Agreement and the Ancillary Agreements, including the merger. The Merger Agreement provides for, among other things, the merger of Merger Sub with and into Berkshire Grey (the “merger”), with Berkshire Grey as the surviving company in the merger and becoming a wholly owned subsidiary of RAAC.

After consideration of the factors identified and discussed in the section entitled “The Business Combination — Recommendation of the RAAC Board of Directors and Reasons for the Business Combination,” beginning on page 171 of this proxy statement/prospectus, the RAAC Board concluded that the merger met all of the requirements disclosed in the prospectus for RAAC’s IPO, including that the business of Berkshire Grey and its subsidiaries had a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting

commissions and taxes payable on the income earned on the Trust Account). For more information about the transactions contemplated by the Merger Agreement, see the section entitled “Other Agreements” beginning on page 197 of this proxy statement/prospectus.

The Business Combination Proposal

RAAC and Berkshire Grey have agreed to the Business Combination under the terms of the Merger Agreement. RAAC may consummate the merger only if the Business Combination Proposal is approved by the affirmative vote of holders of a majority of the votes cast by holders of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting, assuming a quorum is present. RAAC Stockholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus. For more information about the Merger Agreement and the Business Combination Proposal, please see the sections entitled “The Merger Agreement” and “RAAC Proposals — Proposal No. 1 — The Business Combination Proposal.”

The Merger Agreement

On February 23, 2021, RAAC, Merger Sub and Berkshire Grey entered into the Merger Agreement. The following summary provides an overview of key aspects of the Merger Agreement.

Merger Consideration; Treatment of Company Equity Awards

Subject to the terms and conditions of the Merger Agreement, the consideration to be paid in respect of each share of Berkshire Grey Common Stock issued and outstanding (other than (i) Berkshire Grey Common Stock held in treasury and (ii) any shares held by stockholders of Berkshire Grey who have perfected and not withdrawn a demand for appraisal rights pursuant to the applicable provisions of the DGCL (collectively, the “Excluded Shares”)) immediately prior to the effective time of the merger will be a number of shares of newly issued RAAC Class A Common Stock (with each share valued at $10.00), equal to (x) $2,250,000,000 divided by (y) the number of shares of Aggregate Fully Diluted Company Stock (as defined in the Merger Agreement). Immediately prior to the closing of the merger, all of the outstanding shares of each series of Berkshire Grey Preferred Stock will be converted into shares of Berkshire Grey Common Stock.

At the effective time, each outstanding option to acquire Berkshire Grey Common Stock and each award of restricted Berkshire Grey Common Stock will be converted into the right to receive an option relating to shares of RAAC Class A Common Stock and an award of restricted shares of RAAC Class A Common Stock, as applicable, upon substantially the same terms and conditions, including with respect to vesting and termination-related provisions, as existed prior to the consummation of the Business Combination, except that the number of shares underlying such option and the exercise price and the number of shares subject to restricted stock awards, in each case, will be determined as set forth in the Merger Agreement. For additional information, see the section entitled “The Merger Agreement — Merger Consideration” beginning on page 182 of this proxy statement/prospectus.

Conditions to Consummation of the Merger

The consummation of the Business Combination is subject to customary closing conditions for SPACs, including, among others: (a) approval of the Merger by RAAC Stockholders and Berkshire Grey stockholders, (b) the registration statement of which this proxy statement/prospectus forms a part being deemed effective (c) RAAC having at least $5,000,001 of net tangible assets, (d) the approval for listing on Nasdaq of the shares of New Berkshire Grey Class A Common Stock to be issued in connection with the merger, and (e) for the benefit of Berkshire Grey, the Minimum Cash Condition (as defined below). For additional information, see the section entitled “The Merger Agreement — Conditions the Merger” beginning on page 193 of this proxy statement/prospectus.

Termination

The Merger Agreement may be terminated under certain customary and limited circumstances prior to the closing of the merger, including (a) by mutual written consent of the parties, (b) by either RAAC or Berkshire Grey if a final and nonappealable order has been issued or governmental action permanently makes consummation of the transactions illegal or otherwise prevents or prohibits the merger, (c) by Berkshire Grey (i) if the RAAC Stockholders do not vote to approve the Merger at the RAAC Stockholders’ meeting convened for such purpose, (ii) upon a breach

by RAAC or Merger Sub that gives rise to a failure of a closing condition that cannot be cured or has not been cured within 30 days’ notice and RAAC continues to use its reasonable best efforts to cure, or (iii) if the Business Combination is not consummated by August 23, 2021, unless Berkshire Grey is in material breach of the Merger Agreement, and (d) by RAAC (i) if approval by Berkshire Grey’s stockholders is not obtained within two business days of the Registration Statement being declared effective by the SEC and delivered or otherwise made available to stockholders, (ii) upon a breach by Berkshire Grey that gives rise to a failure of a closing condition that cannot be cured or has not been cured within 30 days’ notice and Berkshire Grey continues its reasonable best efforts to cure, or (iii) if the Business Combination is not consummated by August 23, 2021, unless RAAC is in material breach of the Merger Agreement. For additional information, see the section entitled “The Merger Agreement — Termination” beginning on page 195 of this proxy statement/prospectus.

Other Agreements

Amended and Restated Registration Rights Agreement

The Merger Agreement contemplates that RAAC will enter into the A&R Registration Rights Agreement concurrently with the consummation of the Business Combination, the form of which is attached to this proxy statement/prospectus as Annex B, with the Sponsor and certain other investors party thereto (collectively, with each other person who has executed and delivered a joinder thereto, the “RRA Parties”), including certain current holders of Berkshire Grey securities (the “BG RRA Parties”), pursuant to which the RRA Parties will be entitled to certain demand registration rights in connection with an underwritten shelf takedown offering and certain “piggyback” registration rights under the A&R Registration Rights Agreement in respect of certain shares of RAAC Class A Common Stock and certain other equity securities of RAAC that are held by the RRA Parties from time to time, in each case subject to certain conditions. See “Other Agreements — Amended and Restated Registration Rights Agreement” beginning on page 197 of this proxy statement/prospectus.

Sponsor Support Agreement

In connection with and concurrently with the execution of the Merger Agreement, RAAC and Berkshire Grey entered into the Sponsor Support Agreement, a copy of which is attached to this proxy statement/prospectus as Annex C, with each of the Sponsor, RAAC’s officers and directors and holders of RAAC Class B Common Stock and RAAC Class C Common Stock (the “Insiders”), pursuant to which, among other things, the parties thereto have agreed to, (i) a modified lock-up on the shares of RAAC Common Stock held by such parties, including a six month lock-up on certain equity securities of RAAC, (ii) vote all of the shares of RAAC Common Stock beneficially owned or held by such parties in favor of the Business Combination and certain related matters, (iii) vote all of the shares of RAAC Common Stock beneficially owned or held by such parties against certain other actions, (iv) waive anti-dilution rights provided in the RAAC A&R Charter with respect to their founder shares and alignment shares and waive their right to convert working capital loans to RAAC into warrants and (v) not redeem or tender any of their shares of RAAC Common Stock in connection with any such vote as described in clauses (ii) or (iii) or in connection with any vote to amend the RAAC A&R Charter. See “Other Agreements — Sponsor Support Agreement” beginning on page 197 of this proxy statement/prospectus.

Berkshire Grey Stockholders Support Agreement

In connection with and concurrently with the execution of the Merger Agreement, RAAC entered into a support agreement with Berkshire Grey and certain stockholders of Berkshire Grey, representing, in aggregate, 91.9% of the voting power of the outstanding Berkshire Grey capital stock, voting as a single class and on an as-converted basis, as of February 23, 2021, a copy of which is attached to the accompanying proxy statement/prospectus as Annex D (the “Berkshire Grey Stockholders Support Agreement”). Pursuant to the Berkshire Grey Stockholders Support Agreement, such Berkshire Grey Stockholders agreed to, among other things, vote to approve and adopt, following the effectiveness of the Registration Statement, the Merger Agreement and the Ancillary Agreements and transactions contemplated thereby, including the merger and the Berkshire Grey Preferred Conversion, in each case, subject to the terms and conditions of Berkshire Grey Stockholders Support Agreement. For additional information, see “Other Agreements — Berkshire Grey Stockholders Support Agreement” beginning on page 198 of this proxy statement/prospectus.

Stock Repurchase Agreement

In connection with and concurrently with the execution of the Merger Agreement, Berkshire Grey entered into the Stock Repurchase Agreement with Steve Johnson, the President and Chief Operating Officer of Berkshire Grey, whereby Mr. Johnson has agreed to sell back to Berkshire Grey a number of the RSA Shares issued to him pursuant to the RSA Agreement, the proceeds of which repurchase which will be used to repay in full the amount of outstanding principal and accrued interest due to Berkshire Grey under the Johnson Loan Documents, resulting in the Johnson Loan Documents being cancelled immediately prior to the consummation of the Business Combination. See “Other Agreements — Stock Repurchase Agreement” beginning on page 198 of this proxy statement/prospectus.

Warrant Termination Agreement

On February 23, 2021, in connection with and concurrently with the execution of the Merger Agreement, Berkshire Grey entered into the Warrant Termination Agreement with SBG, the holder of the B-3 Warrant, which provides that, immediately prior to and contingent upon the consummation of the Business Combination, the B-3 Warrant will be automatically and irrevocably surrendered and cancelled in all respects, and all of SBG’s rights, interests and claims in respect of the B-3 Warrant or the Berkshire Grey Series B-3 Preferred Stock issuable thereunder will terminate in all respects. See “Other Agreements — Warrant Termination Agreement” beginning on page 199 of this proxy statement/prospectus.

PIPE Subscription Agreements

Concurrently with the execution of the Merger Agreement, RAAC entered into separate Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors agreed to purchase, and RAAC agreed to sell to the PIPE Investors, an aggregate of 16,500,000 shares of RAAC Class A Common Stock (the “PIPE Investment”), for a purchase price of $10.00 per share and an aggregate purchase price of $165,000,000 (the “PIPE Investment Amount”), in a private placement substantially concurrent with, and contingent upon, the consummation of the Business Combination (the “PIPE Investment”). The purpose of the PIPE Investment pursuant to the Subscription Agreements is to raise additional capital for use by New Berkshire Grey following the consummation of the Business Combination.

The closing of the PIPE Investment (the “PIPE Closing”) pursuant to the Subscription Agreements is expected to occur prior to or substantially concurrently with the consummation of the Business Combination and is conditioned upon (i) there not being in force any injunction or order enjoining or prohibiting the issuance and sale of the shares covered by the Subscription Agreement, (ii) the terms of the Merger Agreement (including the conditions thereto) shall not have been amended or waived in a manner that is materially adverse to the PIPE Investor, (iii)(a) solely with respect to the PIPE Investor’s obligation to close, the representations and warranties made by RAAC, and (b) solely with respect to RAAC’s obligation to close, the representations and warranties made by the PIPE Investor, in each case, in the Subscription Agreements are true and correct in all material respects as of the PIPE Closing, subject to the terms of the applicable Subscription Agreement, (iv) solely with respect to the PIPE Investor’s obligation to close, RAAC shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Subscription Agreement to be performed, satisfied or complied with by it at or prior to the PIPE Closing and (v) the prior or substantially concurrent consummation of the transactions contemplated by the Merger Agreement. See “Other Agreements — PIPE Subscription Agreements” beginning on page 199 of this proxy statement/prospectus.

Organizational Structure

RAAC

The following diagram illustrates, in a simplified form, the ownership structure of RAAC as of the date of this proxy statement/prospectus.

Berkshire Grey

The following diagram illustrates, in a simplified form, the ownership structure of Berkshire Grey as of the date of this proxy statement/prospectus.

New Berkshire Grey

The following diagram illustrates, in a simplified form, the expected ownership structure of New Berkshire Grey immediately following consummation of the Business Combination, assuming no RAAC Public Stockholders exercised redemption rights with respect to their RAAC Public Shares.

Ownership of New Berkshire Grey

Following the recapitalization to be effected by Berkshire Grey prior to the closing of the merger, the outstanding capital stock of Berkshire Grey will consist of 33,044,310 shares of Berkshire Grey Common Stock. An additional 5,697,686 shares of Berkshire Grey Common Stock will be issuable pursuant to outstanding options.

As of the date of this proxy statement/prospectus, there are 38,333,333 shares of RAAC Common Stock issued and outstanding, of which 28,750,000 are shares of RAAC Class A Common Stock, 3,833,333 are shares of RAAC Class B Common Stock and 5,750,000 are shares of RAAC Class C Common Stock. As of the date of this proxy statement/prospectus, there are an aggregate of 9,583,333 shares of RAAC Class A Common Stock issuable pursuant to RAAC Public Warrants and 5,166,667 shares of RAAC Class A Common Stock issuable pursuant to RAAC Private Warrants.

The following table illustrates varying ownership levels in New Berkshire Grey immediately following the consummation of the transactions assuming the levels of redemptions by the RAAC Public Stockholders indicated:

(1)      This presentation assumes that 22,740,375 of the current outstanding RAAC Public Shares are redeemed (which is derived from the number of shares that could be redeemed in connection with the Business Combination at an assumed redemption price of approximately $10.00 per share based on funds held in the Trust Account as of December 31, 2020 and still satisfy the minimum cash condition of $200,000,000 set forth in the Merger Agreement, after giving effect to the PIPE Investment and the payment of estimated transaction costs of approximately $25 million, including deferred underwriting commissions from RAAC’s IPO, incurred in connection with the Business Combination), 16,500,000 shares of RAAC Class A Common Stock are issued pursuant to the PIPE Investment and 193,630,686 shares of RAAC Class A Common Stock are issued as Merger Consideration.

(2)      Total consideration to be issued to Berkshire Grey is $2.25 billion or 225.0 million shares ($10.00 per share price). The total shares to be issued includes Berkshire Grey common and preferred stock plus shares underlying unvested and/or unexercised restricted stock and stock options. Accordingly, the consideration shares outstanding at the closing of the Business Combination has been adjusted to exclude the portion of consideration shares that will be attributed to unvested, and/or unexercised share awards at the closing of the Business Combination.

Redemption Rights

Each public stockholder may elect to redeem their public shares regardless of whether they vote for or against the Business Combination Proposal or any other proposal described in this proxy statement/prospectus and whether they held RAAC Common Stock as of the RAAC record date or acquired them after the RAAC record date. Any stockholder holding public shares may demand that RAAC redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $           per share as of                 , 2021, the RAAC record date), calculated as of two business days prior to the anticipated consummation of the Business Combination. If a holder properly seeks redemption as described in this section and the merger with the Berkshire Grey is consummated, RAAC will redeem these shares for a pro rata portion of funds deposited in the Trust Account, and the holder will no longer own these shares following the Business Combination.

If the Business Combination is not approved or completed for any reason, then the RAAC Public Stockholders who elected to exercise their redemption rights will not be entitled to redeem their shares for a full pro rata portion of the Trust Account, as applicable. In such case, RAAC will promptly return any shares delivered by public stockholders. If RAAC would be left with less than $5,000,001 of net tangible assets as a result of the holders of public shares properly demanding redemption of their shares for cash, RAAC will not be able to consummate the merger. Additionally, the Berkshire Grey will not be required to consummate the Business Combination if the amount in the Trust Account, plus the proceeds from the PIPE Investment, plus all other cash and cash equivalents of RAAC (after deducting the cash amounts required to satisfy the RAAC Stockholder redemptions, payment of any deferred underwriting commissions being held in the Trust Account and transaction costs of RAAC and its affiliates) does not equal or exceed $200.0 million.

If a holder of public shares exercises his, her or its redemption rights, then he, she or it will be exchanging its shares of RAAC Common Stock for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption no later than the close of the vote on the Business Combination Proposal by delivering your stock certificate (either physically or electronically) to RAAC’s transfer agent prior to the vote at the RAAC Special Meeting, and the Business Combination is consummated.

The Proposals

The Business Combination Proposal

Holders of RAAC Class A Common Stock are being asked to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the merger. RAAC stockholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus. Please see the section entitled “The Merger Agreement” below, for additional information and a summary of certain terms of the Merger Agreement. You are urged to read carefully the Merger Agreement in its entirety before voting on this proposal.

RAAC may consummate the merger only if it is approved by the affirmative vote of holders of a majority of the votes cast by holders of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting, assuming a quorum is present.

The Business Combination Proposal is conditioned upon the approval of the Nasdaq Proposal, the Charter Proposal and the Incentive Plan Proposal. If such proposals are not approved, the Business Combination will have no effect, even if approved by our stockholders.

The approval of the Business Combination Proposal (and consequently, the Merger Agreement and the transactions contemplated thereby, including the merger) requires the affirmative vote of holders of a majority of the votes cast by holders of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. Failure to submit a proxy or to vote by attending the RAAC Special Meeting virtually, an abstention from voting or a broker non-vote will have no effect on the Business Combination Proposal.

For further information, please see the section entitled “Proposal No. 1 — The Business Combination Proposal.”

The Nasdaq Proposal

Assuming the Business Combination Proposal is approved, holders of RAAC Common Stock are being asked to approve, for purposes of complying with applicable listing rules of Nasdaq, in connection with the Business Combination and subject to customary terms and conditions, including the consummation of the Business Combination, the issuance:

•        to the stockholders of Berkshire Grey, pursuant to the Merger Agreement, of 225,000,000 shares of RAAC Class A Common Stock (including in respect of shares issuable pursuant to options and restricted shares that may be assumed by RAAC) upon the consummation of the Business Combination; and

•        to the PIPE Investors of 16,500,000 shares of RAAC Class A Common Stock, which will be consummated in connection with and prior to the closing of the Business Combination.

The Nasdaq Proposal is conditioned upon the approval of the Business Combination Proposal, the Charter Proposal and the Incentive Plan Proposal. If such proposals are not approved, the Nasdaq Proposal will have no effect, even if approved by our stockholders.

Approval of the Nasdaq Proposal requires the affirmative vote of holders of a majority of the votes cast by holders of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. Failure to submit a proxy or to vote by attending the RAAC Special Meeting virtually, an abstention from voting or a broker non-vote will have no effect on the Nasdaq Proposal.

For further information, please see the section entitled “Proposal No. 2 — The Nasdaq Proposal.”

The Charter Proposal

Assuming the Business Combination Proposal and the Nasdaq Proposal are approved, the RAAC Stockholders as of the record date are being asked to approve and adopt, if the respective approvals are obtained and the Business Combination is consummated, an amendment and restatement of the RAAC A&R Charter under the DGCL, as set out in the New Berkshire Grey Charter in substantially the form appended to this proxy statement/prospectus as Annex H. The RAAC Board has unanimously approved the New Berkshire Grey Charter and believes that the New Berkshire Grey Charter is necessary to adequately address the needs of New Berkshire Grey after the Business Combination.

The following is a summary of the key changes effected by the New Berkshire Grey Charter relative to the RAAC A&R Charter. This summary is qualified in its entirety by reference to the full text of the New Berkshire Grey Charter.

•        change RAAC’s name to “Berkshire Grey, Inc.”;

•        to make New Berkshire Grey’s corporate existence perpetual as opposed to RAAC’s corporate existence, which is required to be dissolved and liquidated 24 months following the closing of its initial public offering if it does not complete an initial business combination;

•        removal of various provisions applicable only to special purpose acquisition companies, including removal of provisions relating to the redemption rights of holders of RAAC Class A Common Stock, removal of provisions relating to the Trust Account and removal of provisions relating to initial business combination requirements;

•        increase the total number of authorized shares of capital stock, par value $0.0001 per share, from 101,000,000 shares, consisting of 100,000,000 shares of common stock, including 75,000,000 shares of Class A common stock, 10,000,000 shares of Class B common stock and 15,000,000 shares of Class C common stock, and 1,000,000 shares of preferred stock, to 410,000,000 shares, consisting of 400,000,000 shares of common stock, including 385,000,000 shares of Class A common stock, no shares of Class B common stock and 15,000,000 shares of Class C common stock, and 10,000,000 shares of preferred stock;

•        classify the board of directors so that there shall be three classes of directors serving staggered terms, with the terms of Class I, Class II and Class III directors expiring at the annual meeting of stockholders to be held in 2022, 2023 and 2024, respectively, and each term expiring three years thereafter, in each case;

•        removal of the ability of stockholders to act by written consent in lieu of a meeting;

•        provide that certain amendments to provisions of the New Berkshire Grey Charter will require the approval of at least two-thirds of New Berkshire Grey’s then-outstanding shares of capital stock entitled to vote on such amendment, including amendments to the provision relating to the inability of stockholders to act by written consent, the procedure for calling a special stockholder meeting, the classified nature of the board of directors and the limitation of liability to directors;

•        provide that certain amendments to New Berkshire Grey’s bylaws will require the approval of at least two-thirds of New Berkshire Grey’s then-outstanding shares of capital stock entitled to vote on such amendment, provided that if the board of directors of New Berkshire Grey recommends such approval, such amendment will only require the approval of at least a majority of New Berkshire Grey’s then-outstanding shares of capital stock entitled to vote on such amendment;

•        provide that New Berkshire Grey shall not be governed by Section 203 of the DGCL; and

•        removal of the provision naming the Court of Chancery of the State of Delaware as the sole and exclusive forum for any derivative action or proceeding brought on behalf of RAAC, any action asserting a claim of breach of a fiduciary duty owed by a director, officer, employee or agent of RAAC or the aiding and abetting of such alleged breach, any action asserting a claim against RAAC or its directors, officers or employees pursuant to any provision of the DGCL or of the RAAC A&R Charter and any action asserting a claim against RAAC or its directors, officer or employees governed by the internal affairs doctrine.

The Charter Proposal is conditioned upon the approval of the Business Combination Proposal, the Nasdaq Proposal and the Incentive Plan Proposal. If such proposals are not approved, the Charter Proposal will have no effect, even if approved by our stockholders.

Approval of the Charter Proposal requires the affirmative vote of holders of a majority of the outstanding shares of RAAC Common Stock, voting together as a single class. Failure to submit a proxy or to vote by attending the RAAC Special Meeting virtually, an abstention from voting or a broker non-vote will have the same effect as a vote “AGAINST” such proposal.

The New Berkshire Grey Charter differs in material respects from the RAAC A&R Charter and we urge stockholders to carefully consult the information set out in the section “Proposal No. 3 — The Charter Proposal” and “Proposal No. 4 — The Advisory Charter Proposals” and the full text of the New Berkshire Grey Charter, attached to this proxy statement/prospectus as Annex H.

The Advisory Charter Proposals

Assuming the Business Combination Proposal, the Nasdaq Proposal and the Charter Proposal are approved, holders of RAAC Common Stock are being asked to vote upon, on a non-binding advisory basis, seven separate proposals to approve certain governance provisions contained in the New Berkshire Grey Charter (a copy of which is included in this proxy statement/prospectus as Annex H). This separate vote is not otherwise required by Delaware law separate and apart from the Charter Proposal but, pursuant to SEC guidance, RAAC is required to submit these provisions to its stockholders separately for approval, allowing stockholders the opportunity to present their separate views on important governance provisions. However, the stockholder votes regarding these proposals are advisory votes, and are not binding on RAAC or the RAAC Board (separate and apart from the approval of the Charter Proposal). In the judgment of the RAAC Board, these provisions are necessary to adequately address the needs of New Berkshire Grey. The following are the Advisory Charter Proposals presented:

•        Advisory Charter Proposal A — to approve an increase of the total number of authorized shares of capital stock of RAAC, par value $0.0001 per share, from 101,000,000 shares, consisting of 100,000,000 shares of common stock, including 75,000,000 shares of Class A common stock, 10,000,000 shares of Class B common stock and 15,000,000 shares of Class C common stock, and 1,000,000 shares of preferred stock, to 410,000,000 shares, consisting of 400,000,000 shares of common stock, including 385,000,000 shares of Class A common stock, no shares of Class B common stock and 15,000,000 shares of Class C common stock, and 10,000,000 shares of preferred stock;

•        Advisory Charter Proposal B — to approve the classification of the board of directors of New Berkshire Grey into three classes, designated as Class I, Class II and Class III, with the initial term of the Class I, Class II and Class III directors expiring at the annual meeting of stockholders to be held in 2022, 2023 and 2024, respectively, and each term expiring three years thereafter, in each case;

•        Advisory Charter Proposal C — to authorize the removal of the ability of New Berkshire Grey stockholders to take action by written consent in lieu of a meeting;

•        Advisory Charter Proposal D — to approve that certain amendments to provisions of the New Berkshire Grey Charter would require the approval of at least two-thirds of New Berkshire Grey’s then-outstanding shares of capital stock entitled to vote on such amendment, including amendments to provisions relating to the inability of stockholders to act by written consent, the procedure for calling a special stockholder meeting, the classified nature of the board of directors and limitation of liability to directors;

•        Advisory Charter Proposal E — to approve that certain amendments to provisions of the Proposed Bylaws would require the approval of at least two-thirds of New Berkshire Grey’s then-outstanding shares of capital stock entitled to vote on such amendment to the Proposed Bylaws, provided that if the board of directors of New Berkshire Grey recommends such approval, such amendment will only require the approval of at least a majority of New Berkshire Grey’s then-outstanding shares of capital stock entitled to vote on such amendment;

•        Advisory Charter Proposal F — to provide that New Berkshire Grey will not be governed by Section 203 of the DGCL; and

•        Advisory Charter Proposal G — to amend and restate the RAAC A&R Charter to authorize all other changes in connection with the replacement of RAAC A&R Charter with the New Berkshire Grey Charter, including (i) changing the RAAC’s corporate name from “Revolution Acceleration Acquisition Corp” to “Berkshire Grey, Inc.”, (ii) making New Berkshire Grey’s corporate existence perpetual, (iii) removal of the provision naming the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain stockholder litigation (though the Proposed Bylaws will set forth such a provision), and

(v) removing various provisions applicable only to special purpose acquisition companies will no longer be applicable upon consummation of the merger, all of which the RAAC Board believes is necessary to adequately address the needs of New Berkshire Grey after the Business Combination;

No proposals are conditioned upon the approval of the Advisory Charter Proposals.

The approval of each of the Advisory Charter Proposals, each of which is a non-binding vote, requires the affirmative vote of holders of a majority of the votes cast by holders of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. Failure to submit a proxy or to vote by attending the RAAC Special Meeting virtually, an abstention from voting or a broker non-vote will have no effect on the Advisory Charter Proposals.

The New Berkshire Grey Charter differs in material respects from the RAAC A&R Charter and we urge stockholders to carefully consult the information set out in the section “Proposal No. 3 — The Charter Proposal” and “Proposal No. 4 — The Advisory Charter Proposals” and the full text of the New Berkshire Grey Charter, attached to this proxy statement/prospectus as Annex H.

The Existing Director Election Proposal

Holders of RAAC Class B Common Stock and RAAC Class C Common Stock are being asked to elect the members of the RAAC Board. The RAAC Special Meeting constitutes the 2021 annual meeting of the RAAC Stockholders. Pursuant to the RAAC A&R Charter, each member of the RAAC Board is to serve a two-year term.

John K. Delaney, Stephen M. Case, Steven A. Museles, Phyllis R. Caldwell and Jason M. Fish are nominated for election at the RAAC Special Meeting, to hold office until the earlier of the closing of the Business Combination and the 2023 annual meeting of the RAAC Stockholders, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death.

The Existing Director Election Proposal is not conditioned on any other proposal.

Approval of the Existing Director Election Proposal requires the affirmative vote of holders of a plurality of the votes cast by holders of RAAC Class B Common Stock and RAAC Class C Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. Failure to vote by proxy or to vote in person online at the special meeting and broker non-votes will have no effect on the vote since a plurality of the votes cast is required for the election of each nominee.

For further information, please see the section entitled “Proposal No. 6 — The Existing Director Election Proposal.”

The Business Combination Director Election Proposal

Assuming the Business Combination Proposal, the Nasdaq Proposal and the Charter Proposal are approved, holders of RAAC Class B Common Stock and RAAC Class C Common Stock are being asked to elect the members of the New Berkshire Grey Board. Pursuant to the New Berkshire Grey Charter, there shall be three classes of directors serving staggered terms, with the terms of Class I, Class II and Class III directors expiring at the annual meeting of stockholders to be held in 2022, 2023 and 2024, respectively, and each term expiring three years thereafter, in each case.

For election at the RAAC Special Meeting,               ,                and                are nominated as Class I directors,              and                are nominated as Class II directors, and Thomas Wagner and John K. Delaney are nominated as Class III directors, in each case to hold office upon the closing of the Business Combination and until, in the case of the Class I directors, the 2022 annual meeting of the stockholders, in the case of the Class II directors, the 2023 annual meeting of the stockholders, and in the case of the Class III directors, the 2024 annual meeting of the stockholders, and, in each case, until their respective successors are duly elected and qualified or until their earlier resignation, removal or death.

Information regarding each nominee is set forth in the section entitled “Management of New Berkshire Grey After the Business Combination” beginning on page 159 of this proxy statement/prospectus.

The Business Combination Director Election Proposal is conditioned upon the approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal and the Incentive Plan Proposal. If such proposals are not approved, the Business Combination Director Election Proposal will have no effect, even if approved by our stockholders. Such proposals are not conditioned upon the approval of the Business Combination Director Election Proposal.

Approval of the Business Combination Director Election Proposal requires the affirmative vote of holders of a plurality of the votes cast by holders of RAAC Class B Common Stock and RAAC Class C Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. Failure to vote by proxy or to vote in person online at the special meeting and broker non-votes will have no effect on the vote since a plurality of the votes cast is required for the election of each nominee.

For further information, please see the section entitled “Proposal No. 7 — The Business Combination Director Election Proposal.”

The Incentive Equity Plan Proposal

RAAC Stockholders are being asked to approve the Incentive Equity Plan Proposal. Pursuant to the Incentive Equity Plan, the maximum number of shares of New Berkshire Grey Class A Common Stock reserved and available for issuance will equal the sum of (i) approximately 5% of the total outstanding capital stock of New Berkshire Grey as of the effective date on an as converted basis, plus (ii) the number of shares of Berkshire Grey Common Stock which remain available for future grants under Berkshire Grey’s Amended and Restated 2013 Stock Option and Purchase Plan as of immediately prior to approval of the 2021 Plan by RAAC Stockholders. The Incentive Equity Plan provides that the number of shares reserved and available for issuance under the plan will cumulatively increase each January 1, beginning on January 1, 2022, by 5.0% of the issued and outstanding number of shares of New Berkshire Grey Class A Common Stock on the immediately preceding December 31, or such lower amount as determined by the New Company Board. For additional information, see the section entitled “Proposal No. 5 — The Incentive Plan Proposal” beginning on page 93 of this proxy statement/prospectus. The full text of the Incentive Equity Plan is substantially in the form attached hereto as Annex G.

The Adjournment Proposal

The Adjournment Proposal, if adopted, will allow the RAAC Board to adjourn the RAAC Special Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to stockholders of RAAC in the event that, based on the tabulated votes, there are insufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, the Incentive Plan Proposal, the Existing Director Election Proposal or the Business Combination Director Election Proposal, or if holders of RAAC Class A Common Stock have elected to redeem a number of shares of RAAC Class A Common Stock such that RAAC would have less than $5,000,001 of net tangible assets or the amount in the Trust Account, plus the proceeds from the PIPE Investment, plus all other cash and cash equivalents of RAAC (after deducting the cash amounts required to satisfy the RAAC Stockholder redemptions, payment of any deferred underwriting commissions being held in the Trust Account and transaction costs of RAAC and its affiliates) does not equal or exceed $200,000,000. In no event will the RAAC Board adjourn the RAAC Special Meeting or consummate the Business Combination beyond the date by which it may properly do so under the RAAC A&R Charter and Delaware law.

Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other proposals.

Approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the votes cast by holders of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. Failure to submit a proxy or to vote by attending the RAAC Special Meeting virtually, an abstention from voting or a broker non-vote will have no effect on the Adjournment Proposal.

Reasons for Approval of the Business Combination

The RAAC Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Merger Agreement and the transactions contemplated thereby, including, but not limited to, the following material factors (not weighted or in any order of significance):

•        Industry-Leading Infrastructure.    Berkshire Grey is an Intelligent Enterprise Robotics (IER) company pioneering and delivering transformative AI-enabled robotic solutions that automate filling ecommerce orders for consumers or businesses, filling orders to resupply retail stores and groceries, and handling packages shipped to fill those orders. Berkshire Grey’s solutions transform supply chain operations and enable its customers to meet and exceed the demands of today’s connected consumers and businesses.

•        Growth Prospects.    The RAAC Board’s belief that Berkshire Grey has significant growth opportunities in an expanding and largely untapped market, based on Berkshire Grey’s scalable model and innovative, best-in-class technology and Berkshire Grey’s promising pipeline of new business with established, blue chip customers.

•        Market Opportunity.    The RAAC Board believes that Berkshire Grey is well positioned to benefit from the acceleration of the transition to e-commerce and the digital economy globally by helping retailers and logistics companies meet ever-increasing consumer demands.

•        Value-Add to Customers.    The RAAC Board believes Berkshire Grey’s solutions enable competitive operational efficiencies to be realized by customers that operate in highly competitive industries by increasing production utilization and reducing labor spend.

•        Attractive Business Model.    Berkshire Grey is an asset-light business with significant potential for recurring and re-occurring revenue streams with its full spectrum of Robotics-as-a-Service solutions that have the potential to change the automation paradigm across various markets.

•        Valuation.    The RAAC Board’s belief that the Business Combination presents an attractive investment opportunity at the agreed valuation based on extensive due diligence performed by RAAC’s management team, the RAAC Advisors, the Consultant and RAAC’s legal advisors and RAAC’s careful investigation of Berkshire Grey. In particular, RAAC determined that Berkshire Grey’s growth-adjusted valuation compares favorably with peers in the industry.

•        Experienced and Proven Management Team.    Berkshire Grey has a strong management team and the senior management of Berkshire Grey (including the chief executive officer and founder of Berkshire Grey) intend to remain with New Berkshire Grey in the capacity of officers and/or directors, which will provide helpful continuity in advancing Berkshire Grey’s strategic and growth goals.

•        Financial Condition.    The RAAC Board also considered factors such as Berkshire Grey’s projected financial results, outlook, financial plan, cash on balance sheet and lack of debt, as well as valuations and trading of publicly traded companies and valuations of precedent merger and acquisition targets in similar and adjacent sectors.

•        Results of Due Diligence.    The RAAC Board considered the scope of the due diligence investigation conducted by RAAC’s management team, the RAAC Advisors, the Consultant and RAAC’s legal advisors and evaluated the results thereof and information available to it related to Berkshire Grey, including:

a.      virtual meetings and calls with Berkshire Grey’s management team regarding its operations, projections and the proposed transaction;

b.      a report of the Consultant analyzing Berkshire Grey’s financial position, growth prospects, prospective performance metrics and positioning in the industry; and

c.      review of materials related to Berkshire Grey and its business made available by Berkshire Grey, including financial statements, material contracts, key metrics and performance indicators, benefit plans, employee compensation and labor matters, intellectual property matters, real property matters, information technology, privacy and personal data, litigation information and other regulatory and compliance matters and other legal and business diligence.

•        PIPE Investment.    Third-party investor interest in the PIPE Investment, which is contingent on consummation of the Business Combination, serves as validation of the valuation and the opportunity represented by the Business Combination.

•        Lock-Up.    Certain stockholders affiliated with Berkshire Grey have agreed to a six-month lock-up in respect of their New Berkshire Grey Common Stock received as consideration in the Business Combination, subject to certain customary exceptions, which will provide important stability to the leadership and governance of New Berkshire Grey.

•        Continued Ownership by Berkshire Grey Stockholders.    The RAAC Board considered that existing Berkshire Grey stockholders would collectively be the largest stockholders of New Berkshire Grey following the Business Combination. The RAAC Board considered this investment a strong sign of existing Berkshire Grey stockholders’ confidence in New Berkshire Grey and the benefits to be realized as a result of the Business Combination.

•        Representation on the New Berkshire Grey Board.    Following the consummation of the Business Combination, Mr. Delaney will hold a seat on the board of directors of New Berkshire Grey, ensuring that New Berkshire Grey retains RAAC’s current values and is able to benefit from Mr. Delaney’s extensive public policy and public capital markets expertise.

•        Stockholder Liquidity.    The Business Combination offers stockholders greater liquidity because of the obligation in the Merger Agreement to list the RAAC Class A Common Stock issued as merger consideration on Nasdaq, a major U.S. stock exchange. Even prior to the Business Combination, the RAAC Board recognized the liquidity opportunity for RAAC Public Stockholders in connection with redemption rights.

•        Independent Director Role.    The RAAC Board comprises a majority of independent directors who are not affiliated with our Sponsor and its affiliates. In connection with the Business Combination, our independent directors took an active role in evaluating the proposed terms of the Business Combination, including the Merger Agreement. Our independent directors evaluated and unanimously approved, as members of the RAAC Board, the Merger Agreement and the transactions contemplated therein, including the Business Combination.

•        Other Alternatives.    After a thorough review of the other potential business combination opportunities reasonably available to RAAC at the time, the RAAC Board concluded that the proposed Business Combination represents the best potential business combination for RAAC and its stockholders based upon the process utilized to evaluate and assess other potential targets, and the RAAC Board’s and RAAC management’s belief that such processes had not presented a better alternative.

•        Terms of the Merger Agreement.    The RAAC Board reviewed and considered the financial and other terms of the Merger Agreement and the related agreements, including the parties’ conditions to their respective obligations to complete the transactions contemplated therein and their ability to terminate such agreements under the circumstances described therein, and determined that such terms and conditions are reasonable and were the product of arm’s length negotiations between RAAC and Berkshire Grey. See the section titled “Proposal No. 1 — The Business Combination Proposal” for detailed discussions of the terms and conditions of these agreements.

The RAAC Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following (not weighted or in any order of significance):

•        Macroeconomic Risk.    Macroeconomic uncertainty, including uncertainty related to the COVID-19 pandemic, and the effects that unforeseen shifts in the supply chain industry and e-commerce could have on New Berkshire Grey’s revenues and cash flows.

•        Benefits Not Achieved.    The risk that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe.

•        Competitive Risks.    Risks that the acceleration of e-commerce and the attractive market potential lead to an increase in large, well capitalized competitors in the warehouse and supply chain automation industry, including from e-commerce enablers and Berkshire Grey’s current anchor customers that choose to vertically integrate their supply chain operations.

•        Customer Concentration.    Risks that a pullback on orders from an anchor customer could be detrimental to New Berkshire Grey’s growth forecast, as a sizeable portion of Berkshire Grey’s current revenue projections stems from Berkshire Grey’s anchor customers.

•        Lumpiness of Orders.    The risks and uncertainties around the timing and lumpiness of orders, which could impact Berkshire Grey’s financial projections.

•        Cash Flow Risks.    The risks associated with Berkshire’s Grey’s forecasted 2021 through 2023 negative cash flow potentially putting a strain on the business of New Berkshire Grey.

•        Liquidation of RAAC.    The risks and costs to RAAC if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in RAAC being unable to effect a business combination by December 10, 2022, and force RAAC to liquidate and RAAC warrants to expire worthless.

•        Execution Risk.    The potential for diversion of management and employee attention during the period prior to completion of the Business Combination and the potential negative effects on Berkshire Grey’s business and the risks associated with Berkshire Grey’s long-term growth strategy, including changes in customer preferences, potential market saturation, responses to industry trends and Berkshire Grey’s ability to adapt in a fast-moving market and continue to offer industry-leading technology.

•        Forward Estimates.    The RAAC Board considered transaction economics and valuation based on projected results and cash flows, instead of historical results, and the possibility that Berkshire Grey’s actual results will be materially and adversely different from such projections.

•        Potential Changes to Management Arrangements.    The RAAC Board considered that following the execution of the Merger Agreement and prior to the effective time, Berkshire Grey will retain a compensation consultant and that the employment arrangements of certain members of Berkshire Grey’s management team who are expected to remain as management of New Berkshire Grey may be changed.

•        No Survival of Remedies for Breach of Representations, Warranties or Covenants of Berkshire Grey.    The risk that RAAC will not have any surviving remedies against Berkshire Grey’s existing stockholders after the closing of the Business Combination to recover for losses as a result of any inaccuracies or breaches of Berkshire Grey’s representations, warranties or covenants set forth in the Merger Agreement.

•        Post-Combination Corporate Governance.    The RAAC Board considered the corporate governance provisions of the Merger Agreement, ancillary agreements and the material provisions of the proposed charter. In particular, given that the existing stockholders of Berkshire Grey will collectively control shares representing a majority of New Berkshire Grey’s total outstanding shares of common stock upon completion of the Business Combination, and that the New Berkshire Grey board of directors will be classified following the Closing, the existing equity holders of Berkshire Grey may be able to elect future directors and make other decisions (including approving certain transactions involving New Berkshire Grey and other corporate actions) without the consent or approval of any of the RAAC Stockholders or RAAC’s current directors or management team. See the sections titled “Proposal No. 3 — The Charter Proposal” and “Proposal No. 4 — Advisory Charter Proposals” for detailed discussions of the terms and conditions the of the proposed governance structure of New Berkshire Grey.

•        Stockholder Vote.    The risk that the RAAC Stockholders may fail to provide the respective votes necessary to effect the Business Combination.

•        Redemptions.    The risk that RAAC’s current public stockholders may redeem their public shares for cash in connection with consummation of the Business Combination, thereby reducing the amount of cash available to RAAC and potentially resulting in an inability to consummate the Business Combination if our total cash proceeds, after giving effect to PIPE Investment and the payment of transaction expenses of RAAC and any deferred underwriting commissions being held in the Trust Account, does not equal or exceed $200 million.

•        Closing Conditions.    The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within RAAC’s control, including approval by RAAC’s Stockholders and approval by Nasdaq of the initial listing application in connection with the Business Combination.

•        Litigation.    The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

•        Fees and Expenses.    The fees and expenses associated with completing the Business Combination.

•        RAAC Stockholders Receiving a Minority Position in New Berkshire Grey.    The fact that RAAC Stockholders will hold a minority position in New Berkshire Grey.

•        Limitations of Review.    The RAAC Board considered that it was not obtaining a third-party valuation in connection with the Business Combination or an opinion from any independent investment banking or accounting firm that the consideration to be received by the existing Berkshire Grey stockholders is fair to RAAC or its stockholders from a financial point of view. In addition, while RAAC’s management team, the RAAC Advisors, the Consultant and RAAC’s legal advisors collectively performed due diligence that was reasonable in our view, there can be no assurance that there will not be unanticipated risks involved with the Business Combination or with the ongoing business of Berkshire Grey.

In addition to considering the factors described above, the RAAC Board also considered:

•        Interests of Certain Persons.    Some officers and directors of RAAC may have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of RAAC’s stockholders (see “The Business Combination — Interests of Certain Persons in the Business Combination”). Our independent directors reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and unanimously approving, as members of the RAAC Board, the Merger Agreement and the transactions contemplated therein, including the Business Combination.

•        Other Risks.    Various other risks associated with the Business Combination, the business of RAAC and the business of Berkshire Grey described under “Risk Factors” beginning on page 31 of this proxy statement/prospectus.

The RAAC Board concluded that the potential benefits that it expected RAAC and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the RAAC Board unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Business Combination, were advisable, fair to, and in the best interests of, RAAC and the RAAC Stockholders.

For a more complete description of the RAAC Board’s reasons for approving the Business Combination, see the section entitled “The Business Combination — Recommendation of the RAAC Board and Reasons for the Business Combination.”

Recommendation of the RAAC Board of Directors

The RAAC Board has unanimously determined that the Business Combination, on the terms and conditions set forth in the Merger Agreement, is advisable and in the best interests of RAAC and its stockholders and has directed that the proposals set forth in this proxy statement/prospectus be submitted to its stockholders for approval at the RAAC Special Meeting on the date and at the time and place set forth in this proxy statement/prospectus. The RAAC Board unanimously recommends that the RAAC Stockholders vote “FOR” the Business Combination Proposal, “FOR” the Nasdaq Proposal, “FOR” the Charter Proposal, “FOR” each of the Advisory Charter Proposals, “FOR” the Existing Director Election Proposal, “FOR” the Business Combination Director Election Proposal, “FOR” the Incentive Plan Proposal and “FOR” the Adjournment Proposal (if necessary). See “The Merger — Recommendation of the RAAC Board of Directors and Reasons for the Business Combination” beginning on page 171 of this proxy statement/prospectus.

Special Meeting of the RAAC Stockholders

The RAAC Special Meeting will be held on             , 2021, at         a.m. Eastern Time. In light of the ongoing developments related to the COVID-19 pandemic and to protect the health of RAAC Stockholders, management and the community, the RAAC Special Meeting will be held virtually via live audio webcast. You will be able to attend the RAAC Special Meeting by visiting https://www.cstproxy.com/revolutionaac/sm2021 and entering your control number as further explained elsewhere in this proxy statement/prospectus. RAAC recommends that you log in at least 15 minutes before the RAAC Special Meeting to ensure you are logged in when the RAAC Special Meeting starts. At the RAAC Special Meeting, RAAC stockholders will be asked to approve all of the proposals (including the Adjournment Proposal, if necessary).

The RAAC Board has fixed the close of business on             , 2021 as the RAAC record date for determining the RAAC Stockholders entitled to receive notice of and to vote at the RAAC Special Meeting. As of the RAAC record date, there were 38,333,333 shares of RAAC Common Stock outstanding and entitled to vote at the RAAC Special Meeting held by              holders of record, of which 28,750,000 are shares of RAAC Class A Common Stock, 3,833,333 are shares of RAAC Class B Common Stock and 5,750,000 are shares of RAAC Class C Common Stock. Each share of RAAC Common Stock entitles the holder to one vote at the RAAC Special Meeting on each proposal to be considered at the RAAC Special Meeting. As of the RAAC record date, the Sponsor and Insiders owned and were entitled to vote 9,583,333 shares of RAAC Common Stock, representing approximately 25% of the shares of RAAC Common Stock outstanding on that date. RAAC currently expects that the Sponsor and Insiders will vote their shares in favor of each of the proposals set forth in this proxy statement/prospectus, and, pursuant to the Sponsor Support Agreement, such persons have agreed to do so. As of the RAAC record date, Berkshire Grey did not beneficially hold any shares of RAAC Common Stock.

A majority of the voting power of the issued and outstanding RAAC Common Stock entitled to vote at the RAAC Special Meeting as of the RAAC record date must be present, attending virtually or represented by proxy, at the RAAC Special Meeting to constitute a quorum and in order to conduct business at the RAAC Special Meeting.

Approval of the Charter Proposal requires the affirmative vote of holders of a majority of the outstanding shares of RAAC Common Stock, voting together as a single class, attending virtually or represented by proxy at the RAAC Special Meeting. Approval of each of the Business Combination Proposal, the Nasdaq Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal and the Adjournment Proposal (if necessary) requires the affirmative vote of a majority of the votes cast by the holders of RAAC Common Stock present in person or represented by proxy at the RAAC Special Meeting and entitled to vote thereon. Approval of each of the Existing Director Election Proposal and the Business Combination Director Election Proposal requires the affirmative vote of a plurality of the votes cast by the holders of RAAC Common Stock present in person or represented by proxy at the RAAC Special Meeting and entitled to vote thereon. The Business Combination Proposal, the Charter Proposal, the Nasdaq Proposal, the Advisory Charter Proposals, the Existing Director Election Proposal, the Business Combination Director Election Proposal, the Incentive Plan Proposal, and the Adjournment Proposal (if necessary) are collectively referred to herein as the “proposals.”

The merger is conditioned upon the approval of each of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal and the Incentive Plan Proposal, and each of these proposals are conditions upon the approval of the other. Failure to receive approval of any of the Conditioned Proposals provides each of RAAC and Berkshire Grey with a right to terminate the Merger Agreement. If the RAAC Stockholders do not approve each of the Conditioned Proposals, the merger may not be consummated. If the Business Combination Proposal is not approved, each of the other proposals (except the Existing Director Election Proposal and the Adjournment Proposal) will not be presented to the stockholders for a vote. See “RAAC Special Meeting — Quorum and Required Vote for Proposals for the RAAC Special Meeting.”

Closing of the Business Combination will be converted to the right to receive an options or awards, respectively, for shares of RAAC Common Stock that will be subject to the same terms and conditions as were in effect prior to the Closing of the Business Combination. See the section entitled “The Merger Agreement  — Consideration  — Treatment of Berkshire Grey Options and Berkshire Grey Restricted Stock” beginning on page 183 of this proxy statement/prospectus.

The amounts listed in the table below represent the number of stock options and/or restricted shares to be held by each executive officer and director of Berkshire Grey as of immediately following consummation of the Business Combination. Stock options are stated as total outstanding stock options with the estimated intrinsic value of each executive officer’s and director’s stock options calculated as to the total outstanding stock options for each individual award multiplied by the difference between (i) the $10.00 fair value of Berkshire Grey Common Stock under the Merger Agreement and (ii) the stock option exercise price. Additionally, restricted shares are stated as total outstanding restricted shares with the estimated intrinsic value of each executive officer’s and director’s restricted shares calculated as to the total outstanding restricted shares multiplied by the $10.00 fair value of Berkshire Grey Common Stock as under the Merger Agreement.

•        2021 Plan.    Effective upon the completion of the Business Combination and in connection with the implementation of the 2021 Plan, we intend to grant awards to certain executive officers, however, such awards to executive officers, employees and consultants under the 2021 Plan are discretionary and cannot be determined at this time.

•        Steve Johnson’s Note.    In connection with and concurrently with the execution of the Merger Agreement, Berkshire Grey entered into the Stock Repurchase Agreement with Steve Johnson, the President and Chief Operating Officer of Berkshire Grey, whereby Mr. Johnson has agreed to, immediately prior to the consummation of the Business Combination, sell back to Berkshire Grey approximately 172,622 shares of restricted Berkshire Grey Common Stock, or 1,010,082 shares of common stock on as converted basis, issued to him pursuant to a restricted stock award agreement, the proceeds of which repurchase which will be used to repay in full the amount of outstanding principal and accrued interest due to Berkshire Grey under a partial recourse secured promissory note and a pledge agreement by and between Berkshire Grey and Mr. Johnson. See the section entitled “Certain Relationships and Related Party Transactions — Certain Relationships and Related Party Transactions — Berkshire Grey — Promissory Note with Steve Johnson” beginning on page 210 of this proxy statement/prospectus.

Interests of RAAC Directors and Officers and the Sponsor in the Business Combination

In considering the recommendation of the RAAC Board to vote in favor of approval of the Business Combination Proposal, the Nasdaq Proposal, the Charter Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal, the Existing Director Election Proposal and the Business Combination Director Election Proposal, stockholders should keep in mind that certain members of the RAAC Board and executive officers of RAAC have interests in such proposals that are different from, or in addition to, those of RAAC Stockholders generally. These interests include, among other things:

•        If the Business Combination or another initial business combination is not consummated by December 10, 2022, or such extended period of time as a result of a stockholder vote to amend the RAAC A&R Charter, RAAC will (1) cease all operations except for the purpose of winding up, (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the shares of RAAC Class A Common Stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest

shall be net of taxes payable), divided by the number of then issued and outstanding shares of RAAC Class A Common Stock, which redemption will completely extinguish RAAC public stockholders’ rights as RAAC Stockholders (including the right to receive further liquidating distributions, if any), and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining RAAC Stockholders and the RAAC Board, liquidate and dissolve, subject in each case to RAAC’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to RAAC Public Warrants or RAAC Private Warrants, which will all expire worthless if RAAC fails to complete its initial business combination within the allotted time period. In addition, in such event, the 3,833,333 shares of RAAC Class B Common Stock and the 5,750,000 shares of RAAC Class C Common Stock held by the Sponsor, an advisor of the Sponsor and the directors and officers of RAAC, which were acquired for an aggregate purchase price of $25,000 prior to RAAC’s IPO, would be worthless because such holders have waived their rights to liquidating distributions from the Trust Account with respect to such shares. While such shares are subject to certain transfer restrictions and, in the case of shares of RAAC Class C Common Stock, cancelation triggers that shares of RAAC Class A Common Stock are not, based upon the closing price of $                  per share of the RAAC Class A Common Stock on Nasdaq on               , 2021, such shares of RAAC Class B Common Stock and RAAC Class C Common Stock had an aggregate market value of $               .

•        The Sponsor purchased 5,166,667 RAAC Private Warrants for an aggregate purchase price of $7,750,000 in connection with RAAC’s IPO. As described in the preceding paragraph, the RAAC Private Warrants, along with the RAAC Public Warrants, will all expire worthless if RAAC fails to complete its initial business combination within the allotted time period. While such RAAC Private Warrants are subject to certain transfer restrictions that the RAAC Public Warrants are not, based upon the closing price of per                warrant of the RAAC Public Warrants on Nasdaq on               , 2021, such shares of RAAC Class B Common Stock and RAAC Class C Common Stock had an aggregate market value of $               .

•        The Sponsor will be liable to RAAC if and to the extent any claims by a third party (other than claims by RAAC’s independent registered public accounting firm) for services rendered or products sold to RAAC, or a prospective target business with which RAAC has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per public share or (2) such lesser amount per outstanding share of RAAC Class A Common Stock held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the assets in the Trust Account, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriter of RAAC’s IPO against certain liabilities, including liabilities under the Securities Act.

•        Mr. Delaney will remain a member of the board of directors of New Berkshire Grey after the closing of the Business Combination for a term that expires in 2024. As such, in the future, unless and until he is replaced, Mr. Delaney will receive any cash fees, stock options or stock awards that the New Berkshire Grey Board determines to pay for his service.

•        The Sponsor and RAAC’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on RAAC’s behalf, such as identifying potential target businesses for RAAC’s initial business combination and performing due diligence on suitable business combinations. However, if RAAC fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, RAAC may not be able to reimburse these expenses if the Business Combination or another initial business combination is not completed by December 10, 2022 or such extended period of time as a result of a stockholder vote to amend the RAAC A&R Charter.

•        The holders of shares of RAAC Class B Common Stock, shares of RAAC Class C Common Stock and RAAC Private Warrants and the PIPE Investors are entitled to customary registration rights.

•        RAAC’s current officers and directors will receive continued indemnification and liability insurance after the merger.

Unlike some other blank check companies in which the initial stockholders agree to vote their shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, the Sponsor and RAAC’s officers and directors and the other holder of RAAC Class B Common Stock and RAAC Class C Common Stock have agreed to vote in favor of the Business Combination and the other proposals herein, regardless of how the RAAC Public Stockholders vote. As of the date of this proxy statement/prospectus, such holders (including RAAC’s independent directors) own 25% of the issued and outstanding common stock of RAAC (excluding warrants).

In connection with the stockholder vote to approve the Business Combination, the Sponsor and RAAC’s directors, officers and advisors or their affiliates may privately negotiate transactions to purchase shares of RAAC Class A Common Stock from stockholders who would have otherwise elected to have their shares redeemed in conjunction with the Business Combination for a per share pro rata portion of the Trust Account. None of the Sponsor or RAAC’s directors, officers or advisors or their affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such shares. Such a purchase of shares may include a contractual acknowledgement that such stockholder, although still the record holder of the shares of RAAC Class A Common Stock, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor or RAAC’s directors, officers and advisors or their affiliates purchase shares in privately negotiated transactions from stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. The purpose of these purchases would be to increase the amount of cash available to RAAC for use in the Business Combination.

The existence of financial and personal interests of one or more of RAAC’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of RAAC and its stockholders and what he, she or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the proposals. In addition, RAAC’s Sponsor and officers have interests in the Business Combination that may conflict with your interests as a stockholder.

Treatment of Berkshire Grey Equity Awards

Berkshire Grey Stock Options.    As of the effective time, each Berkshire Grey stock option that is then outstanding shall be converted into the right to receive an option relating to shares of RAAC Class A Common Stock upon substantially the same terms and conditions as are in effect with respect to such option immediately prior to the effective time, including with respect to vesting and termination-related provisions (after such conversion, a “RAAC Option”) except that such RAAC Option shall relate to a whole number of shares of RAAC Class A Common Stock, rounded down to the nearest whole share, equal to the number of shares of Berkshire Grey Common Stock subject to such Berkshire Grey stock option, multiplied by the Exchange Ratio, and (b) the exercise price per share for each such RAAC Option shall be equal to the exercise price per share of such Berkshire Grey stock option in effect immediately prior to the effective time, divided by the Exchange Ratio, rounded up to the nearest full cent.

Berkshire Grey Restricted Stock Awards.    As of the effective time, each Berkshire Grey restricted stock award that is outstanding immediately prior to the effective time shall be converted into an award of restricted stock with respect to shares of RAAC common stock with substantially the same terms and conditions as were applicable to such Berkshire Grey restricted stock award immediately prior to the effective time, including with respect to vesting and termination-related provisions with such adjustments to any performance-vesting metrics as deemed necessary and appropriate by Berkshire Grey, except that such RAAC restricted stock award shall be comprised of that number of shares of RAAC common stock as is equal to the product of (i) the number of shares of Berkshire Grey common stock subject to such Berkshire Grey restricted stock award immediately prior to the effective time, multiplied by (ii) the Exchange Ratio, with any fractional shares rounded down to the nearest whole share.

Regulatory Approvals Required for the Merger

Under the HSR Act and the rules that have been promulgated thereunder by the U.S. Federal Trade Commission (“FTC”), certain transactions may not be consummated unless the information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The merger is subject to these requirements and may not be completed until the expiration of a thirty- (30-) day waiting period following the filing of the required Notification and Report Forms with the Antitrust

Division and the FTC or until early termination is granted. RAAC and Berkshire Grey will each exercise its reasonable best efforts to prevent the entry, in any legal proceeding brought by the Antitrust Division or the FTC or any other person of any governmental order that would prohibit or delay the consummation of the Business Combination. On March 16, 2021, RAAC and Berkshire Grey filed the required forms under the HSR Act with respect to the Business Combination with the Antitrust Division and the FTC and requested early termination. The 30-day waiting period expired on 11:59 p.m. Eastern Time on April 15, 2021.

At any time before or after consummation of the merger, notwithstanding termination of the waiting period under the HSR Act, the applicable competition authorities in the United States or any other applicable jurisdiction could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the merger, conditionally approving the merger upon divestiture of New Berkshire Grey’s assets, subjecting the completion of the merger to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. RAAC cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Merger on antitrust grounds, and, if such a challenge is made, RAAC cannot assure you as to its result.

Neither RAAC nor Berkshire Grey are aware of any material regulatory approvals or actions that are required for completion of the merger other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

obligations regarding executive compensation in RAAC’s periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. RAAC has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, RAAC, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of RAAC’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of RAAC’s IPO, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of RAAC Common Stock that is held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.

Proxy Solicitation

Proxies may be solicited by mail, telephone or e-mail. RAAC has engaged Innisfree M&A Incorporated to assist in the solicitation of proxies.

If a stockholder grants a proxy, it may still vote its shares at the RAAC Special Meeting if it revokes its proxy before the RAAC Special Meeting. A stockholder also may change its vote by submitting a later-dated proxy. See “RAAC Special Meeting — Revoking Your Proxy” beginning on page 76 of this proxy statement/prospectus.

•        Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

•        There can be no assurance that New Berkshire Grey common stock will be approved for listing on Nasdaq or that New Berkshire Grey will be able to comply with the continued listing standards of Nasdaq.

•        The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Merger Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

•        Termination of the Merger Agreement could negatively impact RAAC.

•        Berkshire Grey will be subject to business uncertainties and contractual restrictions while the Business Combination is pending.

•        The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is preliminary, and the actual financial condition and results of operations after the Business Combination may differ materially.

•        RAAC and Berkshire Grey will incur transaction costs in connection with the Business Combination.

•        The Sponsor may elect to purchase shares or warrants from public stockholders, which may influence a vote on a proposed business combination and reduce the public “float” of our securities.

•        Subsequent to our completion of the Business Combination, we may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.

•        If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share.

•        If, after we distribute the proceeds in the Trust Account to our public stockholders, RAAC files a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

•        If, before distributing the proceeds in the Trust Account to our public stockholders, RAAC files a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

•        We are not registering the shares of New Berkshire Grey common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

•        Past performance by RAAC or the Sponsor or management team and their respective affiliates may not be indicative of future performance of an investment in Berkshire Grey or New Berkshire Grey.

•        We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

•        RAAC’s and Berkshire Grey’s ability to consummate the Business Combination, and the operations of New Berkshire Grey following the Business Combination, may be materially adversely affected by the COVID-19 pandemic.

•        We face potential for litigation, inquiries from the SEC and other regulatory bodies, other disputes or proceedings which may include, among other things, monetary judgments, penalties or other sanctions, claims invoking the federal and state securities laws and contractual claims resulting from our identification of a material weakness over our internal controls, the restatement of our previously issued financials of RAAC, the change in accounting for the warrants and other matters raised or that may in the future be raised by the SEC.

•        There is no guarantee that a public stockholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put such stockholder in a better future economic position.

•        If RAAC public stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their public shares for a pro rata portion of the funds held in the Trust Account.

•        RAAC does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for RAAC to complete the Business Combination with which a substantial majority of RAAC’s shareholders do not agree.

•        If you or a “group” of stockholders of which you are a part is deemed to hold an aggregate of more than 15% of the public shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of the public shares.