RAAC SEC filings, in plain English
Everything Revolution Acceleration Acquisition Corp has filed with the SEC that we hold — 40 filings, newest first, 3 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
The feed
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What changed: Berkshire Grey, Inc., the post-combination successor to Revolution Acceleration Acquisition Corp, called a special meeting for July 18, 2023 at 10:00 a.m. Eastern Time by live audio webcast, record date June 16, 2023, to adopt the Agreement and Plan of Merger dated March 24, 2023 with SoftBank Group Corp. and Backgammon Acquisition Corp. Each share of Company common stock converts into the right to receive $1.40 per share in cash, without interest. Investment funds managed by SoftBank already held approximately 26.9% of the voting power of the outstanding capital stock as of June 16, 2023. Why it matters: 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.
outside date1 moved
- Outside date
- 2021-08-232023-12-24
SpacBrain reads this as 853 days later than the previous record.
The clause …““Nasdaq” are to The Nasdaq Global Select Market or any successor thereto; • “Outside Date” are to December 24, 2023, as such may be extended pursuant to the Merger Agreement; • “Parent” or “SoftBank” are to SoftBank Group Corp., a”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: PROSPECTUS SUPPLEMENT NO. 1 to a prospectus dated 5 April 2023 (registration 333-258991), filed by BERKSHIRE GREY, INC. under the former Revolution Acceleration Acquisition Corp. registration. It covers the resale of up to 205,457,460 Class A shares and 5,166,667 private placement warrants by selling securityholders, plus the issuance by the company of up to 14,750,000 Class A shares on exercise of outstanding warrants - 220,207,460 shares and 5,166,667 warrants in total. It attaches the Form 10-Q filed 11 May 2023. BGRY closed at $1.39 and BGRYW at $0.333. Why it matters: 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.
- What changed vs 2022-11-14going concern APPEARED
going-concern doubt1 moved
- Going-concern doubt
- not statedstated
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“As a result of these conditions, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements have been prepared assuming the Company will”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Berkshire Grey, Inc. — the company Revolution Acceleration Acquisition Corp took public — filed a preliminary proxy statement dated May 2, 2023 for a virtual special meeting on the Agreement and Plan of Merger dated March 24, 2023 with SoftBank Group Corp. and Backgammon Acquisition Corp. Merger Sub merges into the Company, which survives as a subsidiary of SoftBank. Each share of Class A and Class C common stock, other than unvested restricted, treasury and dissenting shares, converts into the right to receive $1.40 per share in cash, without interest. Why it matters: 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.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.