Berkshire Grey SPAC Presentation Deck
BG
BERKSHIRE
GREY
This presentation ("Presentation") is for informational purposes only to assist interested parties in making their own evaluation with respect to a potential business combination (the "Business Combination") between Revolution Acceleration Acquisition Corp ("Revolution"), a special purpose acquisition company and
Berkshire Grey, Inc., ("Berkshire Grey" or the "Company"). The information contained herein does not purport to be all inclusive and none Revolution, the Company or Credit Suisse Securities (USA) LLC nor any of their respective affiliates nor any of its or their control persons, officers, directors, employees or representatives
makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. This Presentation does not contain all the information that should be considered concerning the potential Business Combination and is not intended to form the basis of
any investment decision or any other decision in respect of the Business Combination. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and must make your own decisions and perform your own independent investment and
analysis of investment in Revolution and the transactions contemplated in this presentation, and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any decision. The reader shall not rely upon any statement, representation or warranty made by any other
person, firm or corporation (including, without limitation, Credit Suisse Securities (USA) LLC or any of its respective affiliates or control persons, officers, directors and employees) in making its investment or decision to invest in the Company. None of Revolution, the Company or Credit Suisse Securities (USA) LLC, nor any of
their respective affiliates nor any of its or their control persons, officers, directors, employees or representatives, shall be liable to the reader for any information set forth herein or any action taken or not taken by any reader, including any investment in shares of any special purpose acquisition company or the Company.
Certain information contained in this Presentation relates to or is based on studies, publications, surveys and the Company's own internal estimates and research. In addition, all of the market data included in this Presentation involves a number of assumptions and limitations, and there can be no guarantee as to the
accuracy or reliability of such assumptions. Finally, while the Company believes its internal research is reliable, such research has not been verified by any independent source. This meeting and any information communicated at this meeting are strictly confidential and should not be discussed outside your organization.
Any data on past performance or modeling contained herein is not an indication as to future performance. Revolution and the Company assume no obligation to update the information in this Presentation. Further, the historical financial data included in this Presentation were audited by the Company in accordance
with private company AICPA standards. Accordingly, such information and data may not be included, may be adjusted, or may be presented differently, in any proxy statement/prospectus to be filed with the SEC.
Forward Looking Statements. Certain statements in this Presentation may be considered forward looking statements. Forward looking statements generally relate to future events or future financial or operating performance of the Company or Revolution in the potential Business Combination. Forward-looking statements
include, but are not limited to, statements regarding: (i) the growth of the Company's business and its growth strategy, including the potential size of the total addressable market and the Company's growth of and conversion of orders from its pipeline, and expected penetration; (ii) the Company's expected results,
including with respect to revenue, earnings and margins; (iii) the Company's entry into new markets, consummation of acquisitions and direct contracting opportunities trends and developments in the robotics and artificial intelligence industries, (iv) the Company's visibility into its future financial performance, including
cash flows, and successful completion and use of proceeds from the any investment and the Business Combination. In some cases, you can identify forward looking statements by terminology such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "assume", "continued", "goal",
"plan", "potential", "projected", "target" or the negatives of these terms or variations of them or similar terminology. Such forward looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management are inherently uncertain. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Such risks and uncertainties
involving the Company include, but are not limited to: (a) current and future conditions in the global economy, including as a result of the impact of the COVID-19 pandemic; (b) the loss of any one of our primary customers, or the termination of our existing contracts by a customer; (c) the inability to penetrate new
markets and generate revenues from the potential pipeline; (c) demand for our products that does not grow as expected; (d) our dependence on a limited number of third-party contract manufacturers; (e) our failure to manage any growth in the Company or its business; (f) increased competition; and (g) other risks
associated with companies, such as the Company, that are engaged in the intelligent automation industry. Nothing in this Presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward
looking statements will be achieved. You should not place undue reliance on forward looking statements in this Presentation, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. The Company does not undertake any duty to update these
forward-looking statements.
You should carefully consider the risks and uncertainties described in the "Risk Factors" section of Revolution's registration statement on Form S-1, the proxy statement/prospectus on Form S-4 relating to the Business Combination, which is expected to be filed by Revolution with the Securities and Exchange Commission (the
"SEC") and other documents filed by Revolution from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Revolution and the Company assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Revolution
nor the Company gives any assurance that either Revolution or the Company will achieve its expectations.
This Presentation contains certain financial projections, forecasts, estimates and targets of the Company. Such financial projections, forecasts, estimates and targets constitute forward-looking information, and are for illustrative purposes only and should not be relied upon as necessarily being indicative of future results.
The assumptions and estimates underlying such financial projections, forecasts, estimates and targets are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties. See "Forward-Looking Statements" above. While all financial projections,
forecasts, estimates and targets are necessarily speculative, Revolution and the Company believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, forecast, estimate or target extends from the date of preparation. Actual results may
differ materially from the results contemplated by the financial projections, forecasts, estimates and targets contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any rson that the results reflected in such forecasts will be achieved.
Use of Non-GAAP Financial Metrics. This Presentation includes certain non-GAAP financial measures (including on a forward-looking basis) such as Adjusted EBITDA and Adjusted EBITDA Margin. These non-GAAP measures are an addition, and not a substitute for or superior to, measures of financial performance prepared
in accordance with GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP. Reconciliations of non-GAAP measures to their most directly comparable GAAP counterparts are included in the Appendix to this
Presentation. The Company believes that these non-GAAP measures of financial results (including on a forward-looking basis) provide useful supplemental information to investors about the Company. the Company's management uses forward-looking non-GAAP measures to evaluate the Company's projected
financials and operating performance. However, there are a number of limitations related to the use of these non-GAAP measures and their nearest GAAP equivalents, including that they exclude significant expenses that are required by GAAP to be recorded in the Company's financial measures. In addition, other
companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial performance, and therefore, the Company's non-GAAP measures may not be directly comparable to similarly titled measures of other companies. Additionally, to the extent that forward-looking non-GAAP
financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations.
Trademarks. Revolution and the Company own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This Presentation may also contain trademarks, service marks, trade names and copyrights of third parties, which are the property of their respective owners. The use or display of third parties'
trademarks, service marks, trade names or products in this Presentation is not intended to, and does not imply, a relationship with Revolution or the Company, or an endorsement or sponsorship by or of Revolution or the Company. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this Presentation may appear without the TM, SM, Ⓡ or Ⓒ
symbols, but such references are not intended to indicate, in any way, that Revolution or the Company will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks, trade names and copyrights.
Participants in Solicitation. Revolution and the Company and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of Revolution's shareholders in connection with the proposed Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the
proposed Business Combination of Revolution's directors and officers in Revolution's filings with the SEC, including Revolution's registration statement on Form S-1, which was originally filed with the SEC on November 20, 2020. To the extent that holdings of Revolution's securities have changed from the amounts reported in Revolution's registration statement on Form S-1, such
changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Revolution's shareholders in connection with the proposed Business Combination is set forth in the proxy statement/prospectus on Form S-4 for the proposed
Business Combination, which is expected to be filed by Revolution with the SEC.
Investors and security holders of Revolution and the Company are urged to read the proxy statement/prospectus and other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information about the proposed Business Combination. Investors and
security holders will be able to obtain free copies of the proxy statement and other documents containing important information about Revolution and the Company through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Revolution can be obtained free of charge by directing a written request to Revolution Acceleration Acquisition
Corp 1717 Rhode Island Avenue, NW 10th floor, Washington, D.C. 20036.
No Offer or Solicitation. This communication is for informational purposes only and does not constitute, or form a part of, an offer to sell or the solicitation of an offer to sell or an offer to buy or the solicitation of an offer to buy any securities, and there shall be no 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 made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933 as amended, and otherwise in accordance with applicable law.
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