Revolution Acceleration Acquisition Corp

A $1.40 cash exit is a fraction of the price at which SPAC shares were originally sold into trust, and RAAC-legacy holders have no trust to fall back on. The buyer already controlling approximately 26.9% of the vote is a conflict the board addressed by taking independent financial and legal advice, but it also means the outcome was largely determined before the meeting opened. Cash consideration at least removes any further downside exposure, unlike a stock-for-stock deal.

The document separates two things a share count usually blurs: securities being RESOLD by existing holders, which change hands without changing the count, and securities to be ISSUED by the company on warrant exercise, which do. Here that is 205,457,460 against 14,750,000. It also prices the warrant against its own terms - $0.333 for an instrument struck at $11.50 - and it incorporates a 10-Q the corpus already holds, so as a constitutive filing it adds registration facts rather than terms.

This is a going-private transaction by an existing holder: SoftBank's affiliated funds already held approximately 27.0% of the voting power of the shares entitled to vote as of April 10, 2023, and the board's determination is framed under Item 1014(a) of Regulation M-A and Rule 13e-3 for the benefit of unaffiliated stockholders. Voting agreements were signed with the chief executive and three of the largest stockholders, though the percentage they carry is left blank. A charter amendment raising authorised Class A stock from 385,000,000 to 700,000,000 is a separate proposal.

The $75,000 is a par-value construct rather than a valuation, so the only figure in this fee table that says anything about the transaction is 225,000,000 — the ceiling on shares issuable to Berkshire Grey's stockholders and therefore the measure of what a RAAC public holder is diluted by. That count expressly includes restricted shares RAAC may assume at the closing, so target employee equity sits inside the number rather than on top of it.

The fee is nine dollars on 225,000,000 shares, because Rule 457(f)(2) prices them at one-third of Berkshire Grey's $0.001 par value where there is no market for its securities and it has an accumulated capital deficit — the $75,000 is a filing-fee construct and says nothing about what the business is worth. The 225,000,000 ceiling is the only figure in the table a holder can use, and it includes restricted shares RAAC may assume at closing. The transaction is expressly a business combination under RAAC's second amended and restated charter.

225,000,000 shares is the ceiling on issuance to Berkshire Grey's stockholders, and it includes shares issuable under options and restricted shares that RAAC may assume, so option holders sit inside the registered count rather than on top of it. The $75,000 offering price is an artefact of Rule 457(f)(2) — Berkshire Grey is private and has an accumulated capital deficit — and says nothing about what the target is worth. The transaction is stated to constitute a business combination as contemplated by RAAC's second amended and restated certificate of incorporation.